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Refinancing Deal Puts Fatfish’s Governance and Capital Structure to the Test

Technology By Sophie Babbage 3 min read

Fatfish Group Limited has refinanced its $5.67 million debt with Arena Investors LP and secured an additional $0.15 million through new convertible notes, including a board nomination right for Arena.

  • Refinancing of $5.67 million existing debt with Arena Investors
  • Immediate $75,000 convertible notes issued under ASX Listing Rule 7.1
  • Additional $5.66 million and $75,000 convertible notes subject to shareholder approval
  • Convertible notes secured against company assets with 1% annual interest
  • Arena Investors gains right to nominate a director to Fatfish Group’s board

Refinancing Deal with Arena Investors

Fatfish Group Limited (ASX – FFG), a tech venture firm with interests spanning fintech and gaming across Southeast Asia and beyond, has announced a significant refinancing agreement with Arena Investors LP. The deal restructures an existing $5.67 million debt facility and includes an additional $0.15 million drawdown through the issuance of new secured convertible notes.

The immediate tranche involves $75,000 in convertible notes issued under the company’s existing ASX Listing Rule 7.1 capacity, while the larger refinancing component of $5.66 million and a further $75,000 tranche await shareholder and regulatory approval at an Extraordinary General Meeting scheduled for early 2026.

Terms and Conditions of the Convertible Notes

The convertible notes carry a floor conversion price of $0.0035 per share and accrue interest at 1% per annum, payable semi-annually. They are secured against Fatfish’s assets, providing Arena Investors with a degree of protection. Notably, the notes grant Arena the right to nominate a director to Fatfish’s board, signaling a deeper involvement in the company’s governance.

These terms reflect market-standard financing arrangements, as confirmed by legal advice from Hamilton Locke, and include various operational restrictions on Fatfish until the notes are converted or redeemed. These restrictions cover asset disposals, capital raising, and changes to the company’s business, ensuring Arena’s interests are safeguarded.

Strategic Implications and Governance Impact

This refinancing move is designed to stabilise Fatfish’s capital structure and maintain compliance with ASX trading requirements, particularly after a period of trading suspension. The appointment of an Arena-nominated director could influence future strategic decisions, potentially aligning the company more closely with its financier’s interests.

Fatfish’s operations across innovation hubs in Kuala Lumpur, Singapore, and Stockholm, and its majority stake in Abelco Investment Group AB, underscore its international footprint. This refinancing may provide the financial runway to support ongoing ventures and expansion plans in the competitive tech venture capital space.

Looking Ahead

The success of the refinancing hinges on shareholder approval and regulatory clearance, which will be closely watched by investors. The convertible notes’ conversion price and the company’s share price performance will be critical factors influencing potential dilution and future capital raising strategies.

Bottom Line?

Fatfish’s refinancing with Arena Investors marks a pivotal step in its capital restructuring, with governance changes and shareholder approval shaping the next phase.

Questions in the middle?

  • Will shareholders approve the larger convertible note tranches at the upcoming meeting?
  • How will Arena’s board nomination influence Fatfish’s strategic direction?
  • What impact will the convertible notes have on share dilution and market confidence?