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Total Play Commences Exchange Offer and Consent Solicitation

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MEXICO CITY, Jan. 8, 2025 /PRNewswire/ — Total Play Telecomunicaciones, S.A.P.I. de C.V. (“Total Play,” “we,” “us” or “our”) today announced the commencement of (x) an offer to exchange (the “Exchange Offer”) any and all of its outstanding 6.375% Senior Notes due 2028 (the “Existing Notes”) and a cash payment by the holder of U.S.$450 for each U.S.$1,000 in Existing Notes tendered for newly issued 11.125% Senior Secured Notes due 2032 (the “New Notes”) and (y) the solicitation of consents to the Proposed Amendments (as defined below) from the holders of Existing Notes (the “Consent Solicitation”), on the terms and subject to the conditions described in the exchange offer and consent solicitation memorandum, dated January 7, 2025 (as it may be supplemented and amended from time to time, the “Exchange Offer and Consent Solicitation Memorandum”) and the related Eligibility Letter (together with the Exchange Offer and Consent Solicitation Memorandum, the “Offer Documents”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer Documents.

Each Eligible Holder (as defined below) of Existing Notes that validly submits Tender Orders (as defined below) for such Existing Notes and validly deposits the corresponding New Money Deposits (as defined below) by the applicable deadlines provided in the Offer Documents, will receive the Exchange Consideration (as defined below) and shall be deemed to consent to amend (the “Proposed Amendments”) the indenture dated as of September 20, 2021, pursuant to which the Existing Notes were issued (the “Existing Notes Indenture”). The Proposed Amendments will, among other matters, eliminate substantially all restrictive covenants, eliminate certain events of default, modify the covenant regarding mergers and consolidations and amend other provisions contained in the Existing Notes Indenture. Approval of the Proposed Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Existing Notes; provided that any Existing Notes held by Total Play or its affiliates will be deemed not to be outstanding for these purposes.

THE EXCHANGE OFFER AND THE CONSENT SOLICITATION (EACH AS DEFINED BELOW) WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON FEBRUARY 6, 2025, UNLESS EXTENDED BY TOTAL PLAY IN ITS SOLE DISCRETION (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). IN ORDER TO BE ELIGIBLE TO RECEIVE THE EARLY TENDER CONSIDERATION (AS DEFINED HEREIN), ELIGIBLE HOLDERS OF EXISTING NOTES (EACH AS DEFINED BELOW) MUST (1) SUBMIT THEIR TENDER ORDERS (AS DEFINED BELOW) AT OR PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON JANUARY 22, 2025, UNLESS EXTENDED BY TOTAL PLAY IN ITS SOLE DISCRETION (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EARLY TENDER DATE”) AND (2) DEPOSIT THEIR NEW MONEY DEPOSIT (AS DEFINED HEREIN) AT OR PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON JANUARY 21, 2025, UNLESS EXTENDED BY TOTAL PLAY IN ITS SOLE DISCRETION (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EARLY NEW MONEY DEPOSIT DATE”). ELIGIBLE HOLDERS OF EXISTING NOTES WHO (1) VALIDLY SUBMIT THEIR TENDER ORDERS AFTER THE EARLY TENDER DATE, BUT ON OR PRIOR TO THE EXPIRATION DATE OR (2) VALIDLY DEPOSIT THEIR NEW MONEY DEPOSIT AFTER THE EARLY NEW MONEY DEPOSIT DATE, BUT ON OR BEFORE 11:59 P.M. (NEW YORK CITY TIME) ON FEBRUARY 5, 2025, UNLESS EXTENDED BY TOTAL PLAY  IN ITS SOLE DISCRETION (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “NEW MONEY DEPOSIT DATE”), WILL BE ELIGIBLE TO RECEIVE THE LATE TENDER CONSIDERATION (AS DEFINED BELOW). TENDER ORDERS MAY BE VALIDLY REVOKED AT ANY TIME PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON JANUARY 22, 2025, UNLESS EXTENDED BY TOTAL PLAY  IN ITS SOLE DISCRETION (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, THE “WITHDRAWAL DATE”), BUT NOT THEREAFTER. THE DEADLINES SET BY ANY CUSTODIAN OR OTHER SECURITIES INTERMEDIARY OR RELEVANT CLEARING SYSTEM OR ANY FINANCIAL INSTITUTION OR OTHER FINANCIAL INTERMEDIARY MAY BE EARLIER THAN THESE DEADLINES.

THE CASH TO BE DEPOSITED BY ELIGIBLE HOLDERS (THE “NEW MONEY DEPOSIT”) WILL BE IN AN AMOUNT EQUAL 45% OF THE PRINCIPAL AMOUNT OF EXISTING NOTES TENDERED IN THE EXCHANGE OFFER AND THE CONSENT SOLICITATION IN EXCHANGE FOR THE EARLY TENDER CONSIDERATION OR THE LATE TENDER CONSIDERATION, AS APPLICABLE. THEREFORE, FOR EACH U.S.$1,000 PRINCIPAL AMOUNT OF EXISTING NOTES VALIDLY TENDERED, EACH HOLDER OF EXISTING NOTES MUST DEPOSIT A NEW MONEY DEPOSIT AMOUNT OF U.S.$450 IN CASH TO BE EXCHANGED FOR ADDITIONAL NEW NOTES IN THE EXCHANGE OFFER AND THE CONSENT SOLICITATION.

ELIGIBLE HOLDERS SHOULD CONTACT EITHER OF THE DEALER MANAGERS AND SOLICITATION AGENTS (AS DEFINED HEREIN) TO REQUEST A UNIQUE CODE (“ALLOCATION CODE”) THAT IDENTIFIES EACH ELIGIBLE HOLDER AND ITS TENDER ORDER SUBMISSION AND CORRESPONDING NEW MONEY DEPOSIT. ELIGIBLE HOLDERS WILL BE RESPONSIBLE FOR PROVIDING THE CUSTODIANS OR OTHER SECURITIES INTERMEDIARIES THROUGH WHICH THEY HOLD EXISTING NOTES, AND ANY FINANCIAL INSTITUTION OR OTHER FINANCIAL INTERMEDIARY THROUGH WHOM THEY WILL SUBMIT THEIR NEW MONEY DEPOSITS, WITH THEIR UNIQUE ALLOCATION CODES. THE ALLOCATION CODE MUST BE INCLUDED WITH ALL TENDER ORDERS SUBMITTED AND CORRESPONDING NEW MONEY DEPOSITS DEPOSITED IN ORDER TO HAVE VALID TENDERS OF EXISTING NOTES UNDER THE EXCHANGE OFFER AND THE CONSENT SOLICITATION. FAILURE TO INCLUDE THE ALLOCATION CODE WITH SUCH SUBMISSIONS AND DEPOSITS WILL RESULT IN THE REJECTION OF THE TENDER OF EXISTING NOTES OR DEPOSIT OF NEW MONEY DEPOSITS.

THE NEW NOTES WILL BE SECURED FOR THE BENEFIT OF THE HOLDERS OF THE NEW NOTES BY A FIRST PRIORITY SECURITY INTEREST, SUBJECT TO PERMITTED LIENS, IN THE FOLLOWING (COLLECTIVELY, THE “COLLATERAL”): (I) THE DEBT SERVICE RESERVE ACCOUNT (AS DEFINED HEREIN); (II) THE FIBER TRUST (AS DEFINED HEREIN); (III) THE PAYMENT TRUST (AS DEFINED HEREIN); (IV) ALL PRESENT AND FUTURE CLAIMS, DEMANDS OR CAUSES IN ACTION IN RESPECT OF ANY OF THE FOREGOING; AND (V) ALL PAYMENTS ON OR UNDER AND ALL PROCEEDS OF ANY KIND AND NATURE WHATSOEVER IN RESPECT OF ANY OF THE FOREGOING.

Existing Notes

ISINs

CUSIPs

Aggregate Principal
Amount of Existing
Notes Outstanding

Early Tender
Consideration(2)
(Principal Amount
of New Notes)

Late Tender
Consideration(2)
(Principal Amount

of New Notes)

6.375% Senior Notes
     due 2028(1)

US89157FAC41
(144A) /
USP9190NAC76
(Reg S)

89157F AC4
(144A) /
P9190N AC7
(Reg S)

U.S.$600,000,000

U.S.$1,450(3)

U.S.$1,400(4)

(1)

The Existing Notes are currently listed and traded on the Singapore Exchange Securities Trading Limited (the “SGX-ST”).

(2)

Per U.S.$1,000 principal amount of Existing Notes validly tendered and accepted for exchange and U.S.$450 in cash validly deposited by holders. The Exchange Consideration (as defined below) does not include the Accrued Interest Payment (as defined below). No separate or additional consideration will be paid in connection with the Consent Solicitation (as defined below).

(3)

Holders of Existing Notes validly submitting Tender Orders at or prior to the Early Tender Date and validly depositing the corresponding U.S.$450 in cash at or prior the Early New Money Deposit Date will receive for each U.S.$1,000 principal amount of Existing Notes validly tendered and U.S.$450 in cash validly deposited and accepted for exchange, U.S.$1,000 principal amount of New Notes in exchange for the tendered Existing Notes and an additional U.S.$450 principal amount of New Notes in exchange for the cash deposit.

(4)

Holders of Existing Notes validly submitting Tender Orders after the Early Tender Date and at or prior to the Expiration Date or validly depositing the corresponding U.S.$450 in cash after the Early New Money Deposit Date and at or prior to the New Money Deposit Date will receive for each U.S.$1,000 principal amount of Existing Notes validly tendered and U.S.$450 in cash validly deposited and accepted for exchange, U.S.$950 principal amount of New Notes in exchange for the tendered Existing Notes and an additional U.S.$450 principal amount of New Notes in exchange for the cash deposit.

Exchange Consideration

Early Tenders of Existing Notes

Eligible Holders of Existing Notes who validly submit a Tender Order at or prior to the Early Tender Date and validly deposit the corresponding U.S.$450 in cash for each U.S.$1,000 of Existing Notes tendered at or prior to the Early New Money Deposit Date will be eligible to receive, for each U.S.$1,000 principal amount of Existing Notes validly tendered and U.S.$450 in cash validly deposited and accepted for exchange, U.S.$1,000 principal amount of New Notes in exchange for the tendered Existing Notes and an additional U.S.$450 principal amount of New Notes in exchange for the cash deposit (the “Early Tender Consideration”).

Late Tenders of Existing Notes

Eligible Holders of Existing Notes who validly submit a Tender Order after the Early Tender Date and at or prior to the Expiration Date or validly deposit the corresponding U.S.$450 in cash for each U.S.$1,000 of Existing Notes tendered by holders after the Early New Money Deposit Date and at or prior to the New Money Deposit Date will be eligible to receive, for each U.S.$1,000 principal amount of Existing Notes validly tendered and U.S.$450 in cash validly deposited and accepted for exchange, U.S.$950 principal amount of New Notes in exchange for the tendered Existing Notes and an additional U.S.$450 principal amount of New Notes in exchange for the cash deposit (the “Late Tender Consideration”).

The Early Tender Consideration and the Late Tender Consideration together are referred to as the “Exchange Consideration.”

Accrued Interest on Existing Notes

In addition to the Exchange Consideration, Eligible Holders whose Existing Notes are validly tendered and accepted for exchange in the Exchange Offer will also receive all accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (as defined in the Exchange Offer and Consent Solicitation Memoranudm) (such payment, the “Accrued Interest Payment”), to be paid in cash on the Settlement Date.

Allocation Codes

Eligible Holders who have submitted an Eligibility Letter to the Exchange and Information Agent should contact either of the Dealer Managers and Solicitation Agents to request an Allocation Code. The Allocation Code must be included with all Tender Orders submitted and corresponding New Money Deposits deposited. Eligible Holders of Existing Notes must both (1) validly submit Tender Orders and (2) validly deposit their corresponding New Money Deposits (in each case, along with the Eligible Holder’s Allocation Code) by the requisite deadlines specified in the Exchange Offer and Consent Solicitation Memorandum to have validly tendered their Existing Notes in the Exchange Offer and the Consent Solicitation. Eligible Holders will receive only one Allocation Code relating to all Existing Notes beneficially owned by such Eligible Holders, including if held at different custodians. Eligible Holders will be responsible for providing the brokers, dealers, commercial banks, trust companies or other securities intermediaries through which they hold Existing Notes, and any other financial intermediary through whom they will submit their New Money Deposits, with their unique Allocation Code. Failure by any Eligible Holder to include the Allocation Code with such submissions of Tender Orders or deposits of New Money Deposits will result in the rejection of the tender of Existing Notes by such Eligible Holder.

Terms of New Notes

Principal and Interest Payments

Payments of principal of the New Notes will be made in 16 quarterly installments, each equivalent to 6.25% per quarter on the adjusted principal amount during 2029, 2030, 2031 and 2032, on each March 31, June 30, September 30 and December 31, commencing on March 31, 2029, with a final maturity on December 31, 2032 to the holders of record on the immediately preceding March 15, June 15, September 15 and December 15, whether or not a Business Day (each, a “regular record date”).

The New Notes will bear interest at a rate of 11.125% per year, payable quarterly in arrears on each March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2025.

Redemption

At any time prior to July 1, 2028, Total Play may on any one or more occasions redeem up to 40% of the aggregate principal amount of the New Notes, at a redemption price equal to 111.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the redemption date and all additional amounts, if any, then due (subject to the rights of holders of New Notes on the relevant regular record date to receive interest and principal, due on the relevant payment date), with the net cash proceeds of any public equity offering by Total Play; provided that: (i) at least 60% of the aggregate principal amount of the New Notes originally issued under the indenture governing the New Notes (excluding New Notes held by Total Play or its affiliates) remain outstanding immediately after such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such public equity offering.

At any time prior to July 1, 2028, Total Play may on any one or more occasions redeem all or a part of the New Notes, at a redemption price equal to 100.000% of the principal amount of the New Notes redeemed, plus an amount equal to, on any redemption date, the greater of (i) 1.0% of the principal amount of such New Notes; or (ii) the excess of: (a) the present value at such redemption date of (i) the redemption price of such New Notes at July 1, 2028, plus (ii) all required interest payments due on such New Notes through July 1, 2028 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of such New Notes, as of, and accrued and unpaid interest, if any, to (but excluding) the redemption date and all additional amounts, if any, then due (subject to the rights of holders of the New Notes on the relevant regular record date to receive interest and principal, if any, due on the relevant payment date).

At any time on or after July 1, 2028, Total Play may on any one or more occasions redeem all or a part of the New Notes, at a redemption price of (i) 105.000% of the principal amount of the New Notes if redeemed on or after July 1, 2028 and before July 1, 2029, (ii) 102.500% of the principal amount of the New Notes if redeemed on or after July 1, 2029 and before July 1, 2030, or (iii) 100.000% of the principal amount of the New Notes if redeemed on or after July 1, 2030, plus accrued and unpaid interest, if any, to (but excluding) the redemption date and all additional amounts, if any, then due, on the New Notes redeemed (subject to the rights of holders of New Notes on the relevant regular record date to receive interest and principal, due on the relevant payment date).

In addition, Total Play may redeem the New Notes, in whole but not in part, at a price equal to 100.000% of the outstanding principal amount thereof plus any accrued and unpaid interest to (but excluding) the redemption date, together with any additional amounts, upon the occurrence of specified tax events.

Security and Collateral

Total Play’s obligation to pay principal and interest due under the New Notes and the New Notes Indenture will be secured for the benefit of the holders of the New Notes by a security interest in: (i) the Fiber Trust (as defined in the Exchange Offer and Consent Solicitation Memorandum), a trust to which Total Play’s physical assets (fiber optic and electronics) constituting its Transport Network (as defined in the Exchange Offer and Consent Solicitation Memorandum) will be contributed; (ii) an earmarked portfolio of receivables and their related cash flows of Total Play and its subsidiary Total Box, S.A. de C.V., granted pursuant to the Master Trust (as defined in the Exchange Offer and Consent Solicitation Memorandum) and the Payment Trust (as defined in the Exchange Offer and Consent Solicitation Memorandum); and (iii) amounts deposited into a debt service reserve account.

The New Notes will: (i) be Total Play’s general senior unsubordinated obligations; (ii) be secured on a first-priority basis by the Collateral (as defined in the Exchange Offer and Consent Solicitation Memorandum); (iii) rank pari passu in right of payment with all of Total Play’s future indebtedness that is not subordinated in right of payment to the New Notes (except those obligations preferred by operation of law, including without limitation special privileged creditors, labor and tax claims); (iv) rank senior in right of payment to any of Total Play’s future indebtedness that is expressly subordinated in right of payment to the New Notes; (v) be effectively subordinated to all of Total Play’s existing and future indebtedness that is secured by property and assets that do not secure the New Notes, to the extent of the value of the property and assets securing such indebtedness; and (vi) be unconditionally guaranteed by the Guarantors (as defined in the Exchange Offer and Consent Solicitation Memorandum).

Proposed Amendments

The adoption of the Proposed Amendments requires the affirmative consent of holders of more than 50% of the outstanding aggregate principal amount of Existing Notes, excluding any Existing Notes held by Total Play or its affiliates, under the Existing Notes Indenture. If Total Play obtains the requisite consents, the Existing Notes Indenture will be amended pursuant to the Supplemental Indenture (as defined in the Exchange Offer and Consent Solicitation Memorandum) that will eliminate substantially all of the restrictive covenants and references thereto contained in the Existing Notes Indenture, as well as certain events of default, modify the covenant regarding mergers and consolidations and modify certain other provisions thereof, as described under “The Proposed Amendments” in the Exchange Offer and Consent Solicitation Memorandum. No separate or additional consideration will be paid in connection with the Consent Solicitation. The consents of the holders of a majority in aggregate principal amount of the outstanding Existing Notes (other than Existing Notes held by Total Play or affiliates of Total Play) will be required to approve the Proposed Amendments. By tendering its Existing Notes, each tendering holder will be deemed to have delivered a consent to the Proposed Amendments in respect of such Existing Notes. By virtue of their having entered into transaction support agreements and agreeing to tender their Existing Notes in the Exchange Offer and the Consent Solicitation, holders of Existing Notes representing over 50% of the outstanding principal amount of the Existing Notes (other than Existing Notes held by Total Play or its affiliates) have agreed to consent to the Proposed Amendments. See “Transaction Support”.

Transaction Support

Certain holders of Existing Notes holding approximately over 50% of the outstanding principal amount of the Existing Notes have entered into transaction support agreements with Total Play, pursuant to which such holders have committed to tender their Existing Notes and deposit the corresponding New Money Deposit in the Exchange Offer and Consent Solicitation. By tendering its Existing Notes, each tendering holder will be deemed to have delivered a consent to the Proposed Amendments in respect of such Existing Notes.

Expiration; Extension

The Exchange Offer and the Consent Solicitation will expire at 5:00 p.m. (New York City time) on February 6, 2025, unless further extended by Total Play in its sole discretion.

If Total Play decides to extend the Exchange Offer and the Consent Solicitation, Total Play will announce any extensions by press release or other permitted means no later than 9:00 a.m. (New York City time) on the business day immediately following the previously scheduled expiration time.

General

Subject to the terms and conditions set forth in the Exchange Offer and Consent Solicitation Memorandum, the Exchange Offer and the Consent Solicitation may be amended in any respect, extended or, upon failure of a condition to be satisfied or waived, terminated prior to the Expiration Date. If a material change in the terms of the Exchange Offer and the Consent Solicitation or the information concerning the Exchange Offer and the Consent Solicitation, or if there is a waiver of a material condition of the Exchange Offer and the Consent Solicitation, Total Play will disseminate additional materials relating to the Exchange Offer and the Consent Solicitation and extend the Exchange Offer and the Consent Solicitation to the extent required by law. If Total Play materially modifies or extends the terms of the Exchange Offer and the Consent Solicitation, Total Play will provide for reasonable revocation rights to any tendering holders. In the event that the Exchange Offer and the Consent Solicitation is terminated, Total Play will give notice thereof to the Exchange and Information Agent and will make a public announcement.

The Exchange Offer and the Consent Solicitation are conditioned on, among other things, (i) holders of not less than 50% in aggregate principal amount of the outstanding Existing Notes having validly submitted (and not validly withdrawn) their Existing Notes and validly deposited (and not validly withdrawn) the corresponding New Money Deposit in the Exchange Offer and (ii) receipt of consents from holders of more than 50% in aggregate principal amount of the outstanding Existing Notes approving the Proposed Amendments; provided that any Existing Notes owned by Total Play or its affiliates will be deemed not to be outstanding for purposes of such consents.

Eligible Holders of Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes as to when such intermediary would need to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offer before the deadlines specified in the Offer Documents. The deadlines set by any such intermediary, or, as the case may be, as imposed by DTC, Euroclear or Clearstream, may vary from the deadlines specified in the Offer Documents and this announcement.

Ipreo LLC will act as the Exchange and Information Agent in connection with the Exchange Offer and the Consent Solicitation. Barclays Capital Inc. and Jefferies LLC will act as Dealer Managers and Solicitation Agents in connection with the Exchange Offer and the Consent Solicitation. Questions regarding the terms of the Exchange Offer and the Consent Solicitation may be directed to the Exchange and Information Agent at the address below. The Exchange Offer and Consent Solicitation Memorandum may be obtained from the Exchange and Information Agent:

Ipreo LLC
55 Water Street, 39th Floor
New York, New York 10041
Attn: Aaron Dougherty
Email: ipreo-exchangeoffer@ihsmarkit.com

Contact Information:
Banks and Brokers: +1 (212) 849-3880
Toll-Free: +1 (888) 593-9546

By Facsimile (For Eligible Institutions Only):
+1 (888) 254-6152

Confirmation:
+1 (212) 849-3880

By Mail, Overnight Courier, or Hand Delivery:
55 Water Street, 39th Floor
New York, New York 10041

Important Notice

This announcement is not an offer of securities for sale in any jurisdiction where it is unlawful to do so and the New Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States. Total Play is offering the New Notes (1) in the United States, only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in private transactions in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States in reliance on Regulation S under the Securities Act to (i) non-U.S. persons (as defined in Rule 902 under the Securities Act), (ii) not acting for the account or benefit of a U.S. person and (iii) who are “Non-U.S. Qualified Offerees”.

Only holders of Existing Notes who have returned a duly completed Eligibility Letter (which can be obtained from the Exchange and Information Agent) certifying that they are within one of the categories described in the immediately preceding sentence are authorized to receive and review the Exchange Offer and Consent Solicitation Memorandum  related to the Exchange Offer and the Consent Solicitation and to participate in the Exchange Offer and the Consent Solicitation (“Eligible Holders”).

The distribution of materials relating to the Exchange Offer and the Consent Solicitation may be restricted by law in certain jurisdictions. The Exchange Offer and the Consent Solicitation are void in all jurisdictions where they are prohibited. If materials relating to the Exchange Offer and the Consent Solicitation come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the Exchange Offer and the Consent Solicitation, including this announcement, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Exchange Offer be made by a licensed broker or dealer and the Dealer Managers and Solicitation Agents or any of its affiliates is a licensed broker or dealer in that jurisdiction, the Exchange Offer and the Consent Solicitation shall be deemed to be made by the Dealer Managers and Solicitation Agents or such affiliate on behalf of Total Play in that jurisdiction.

All statements in this announcement, other than statements of historical fact, are forward-looking statements. Specifically, Total Play cannot assure you that the proposed transactions described above will be consummated on the terms currently contemplated, if at all. These statements are based on expectations and assumptions on the date of this announcement and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which Total Play has no control. Total Play assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.

None of Total Play, the Dealer Managers and Solicitation Agents, the Existing Notes Trustee, the New Notes Trustee, the Onshore Trustee or the Exchange and Information Agent makes any recommendation as to whether or not Eligible Holders of Existing Notes should exchange their Existing Notes in the Exchange Offer and the Consent Solicitation.

None of the U.S. Securities and Exchange Commission or any other regulatory body has registered recommended or approved the issuance of the New Notes or passed upon the accuracy or adequacy of the Exchange Offer and Consent Solicitation Memorandum. Any representation to the contrary is a criminal offense.

THE INFORMATION IN THIS DOCUMENT IS TOTAL PLAY’S EXCLUSIVE RESPONSIBILITY AND IT HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR THE “CNBV”). THE NEW NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES, OR THE “RNV”) MAINTAINED BY THE CNBV, AND, THEREFORE, MAY NOT BE PUBLICLY OFFERED OR SOLD OR OTHERWISE BE THE SUBJECT OF BROKERAGE ACTIVITIES IN MEXICO, EXCEPT THAT THE NEW NOTES MAY BE OFFERED IN MEXICO, ON A PRIVATE PLACEMENT BASIS, TO PERSONS THAT ARE INSTITUTIONAL INVESTORS (INVERSIONISTAS INSTITUCIONALES) OR ACCREDITED INVESTORS (INVERSIONIONISTAS CALIFICADOS), PURSUANT TO THE PRIVATE PLACEMENT EXEMPTION OF ARTICLE 8, SECTION 1 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES, OR THE “MEXICAN SECURITIES MARKET LAW”) AND THE REGULATIONS THEREUNDER. AS REQUIRED UNDER THE MEXICAN SECURITIES MARKET LAW, TOTAL PLAY WILL NOTIFY THE CNBV OF THE OFFERING AND ISSUANCE OF THE NEW NOTES OUTSIDE OF MEXICO, AND THE MAIN TERMS OF THE NEW NOTES. SUCH NOTICE WILL BE SUBMITTED TO THE CNBV TO COMPLY WITH ARTICLE 7 OF THE MEXICAN SECURITIES MARKET LAW, FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NEW NOTES, OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. THE EXCHANGE OFFER AND CONSENT SOLICITATION MEMORANDUM MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. THE ACQUISITION OF THE NEW NOTES BY ANY INVESTORS, INCLUDING ANY INVESTOR WHO IS A RESIDENT OF MEXICO, WILL BE MADE ON SUCH INVESTOR’S RESPONSIBILITY.

Note to Eligible Holders in the European Economic Area (the “EEA”) – Prohibition of sales to EEA Retail Investors

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, (i) a “retail investor” means a person who is one (or more) of the following: (a) a retail client as defined in point (11) of Article 4(1) of MiFID II; (b) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a qualified investor as defined in the Prospectus Regulation; and (ii) “offer” includes the communication in any form and by any means of sufficient information on the terms of the Exchange Offer and the New Notes to be offered so as to enable an investor to decide to acquire the New Notes in the Exchange Offer. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. The Exchange Offer and Consent Solicitation Memorandum has been prepared on the basis that any offer of New Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. The Exchange Offer and Consent Solicitation Memorandum is not a prospectus for the purposes of the Prospectus Regulation.

Note to Eligible Holders in the United Kingdom (the “UK”) – Prohibition of sales to UK Retail Investors

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For the purposes of this provision, (i) a “retail investor” means a person who is one (or more) of the following: (a) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (b) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (c) not a qualified investor as defined in the UK Prospectus Regulation; and (ii) “offer” includes the communication in any form and by any means of sufficient information on the terms of the Exchange Offer and the New Notes to be offered so as to enable an investor to decide to acquire the New Notes in the Exchange Offer. Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. The Exchange Offer and Consent Solicitation Memorandum has been prepared on the basis that any offer of New Notes in the UK will be made pursuant to an exemption under the FSMA and the UK Prospectus Regulation from the requirement to publish a prospectus for offers of notes. The Exchange Offer and Consent Solicitation Memorandum is not a prospectus for the purposes of the UK Prospectus Regulation.

About Total Play

Total Play is a leading telecommunications company in Mexico, which offers internet access, pay television and telephony services, through one of the largest 100% fiber optic networks in the country.

 

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American Binary Sets New Standard in Post-Quantum Cryptographic VPNs with Symbolic Proof and Attestation

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19 minutes ago

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July 22, 2026

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WASHINGTON, July 21, 2026 /PRNewswire/ — American Binary, a leader in deep-tech cybersecurity, today announced an independent attestation regarding the validity of all 120 security properties of MaxKyber, their network protocol at the heart of their Ambit Client enterprise VPN, now third-party verified to comply with all Commercial National Security Algorithm Suite 2.0 (CNSA 2.0) requirements. This landmark verification is the result of an exhaustive private peer-review of their symbolic proof (Tamarin + ProVerif) and engineering documentation conducted by industry luminaries Dr. Joe Kiniry, PhD and Dr. Tom Shrimpton, PhD, both with long careers in academia and industry, including time at Galois as Principal Scientists.

“No known VPN — post-quantum or classical, deployed or research — has been subjected to specification and formal verification of comparable depth.” – Dr. Joe Kiniry, PhD and Dr. Tom Shrimpton, PhD

In a landscape defined by emerging quantum threats and unproven solutions, this formal third-party verification differentiates MaxKyber from traditional or hybrid solutions by providing certainty in engineering and compliance with National Security requirements. MaxKyber provides the world with long-term full post-quantum security unlike shorter-term temporary solutions such as hybrids (which mix classical and post-quantum encryption). This breakthrough marks a transition from speculative security to a foundation of verified, provable resilience, establishing a new global benchmark for secure communications.

“While organizations today are increasingly recognizing the significance of PQC, American Binary has been preparing for a post-quantum world for seven years. The result is a resilient foundation for secure operations, today and in the post‑quantum future” – Oracle

Additionally, American Binary signed ACM Turing Award winner Whitfield Diffie, cryptographic pioneer and co-inventor of the Diffie-Hellman key exchange, as a key advisor. Whitfield joins the ranks of existing cryptographic advisors Bruce Schneier and Brian LaMacchia.

“Buy American Binary and you’ll be safe”

– Whitfield Diffie at Quantum.Tech World 2026

Key security pillars of the MaxKyber attestation include:

Protection against “Harvest Now, Decrypt Later” (HNDL): By utilizing purely CNSA 2.0 algorithms, including ML-KEM-1024 without any classical key exchange variants, MaxKyber secures today’s data against decryption by quantum adversaries.Comprehensive Symbolic Verification: The attestation covers 120 security properties across 11 critical categories, including secrecy, authentication, forward secrecy, identity hiding, and resistance to Replay, Denial of Service, Resource Exhaustion, and Key Compromise Impersonation.Architectural Stability: Beyond its post-quantum cryptographic core, MaxKyber’s protocol architecture is rooted in well-established, operationally proven design patterns, retaining their performance and simplicity.

This foundational security architecture provides the necessary reliability to enable significant performance breakthroughs in the field and the following four key impacts.

Impact I: Unambiguous Security and Mitigation of “Harvest Now, Decrypt Later”

MaxKyber achieves the end-state of post-quantum cryptographic purity by utilizing a pure CNSA 2.0 post-quantum key exchange, without using any classical cryptography, hybrid cryptography, or legacy key exchange variants. Instead, American Binary’s more modern key exchange utilizes ML-KEM-1024 operations to replace the Diffie-Hellman Key Exchange. This approach ensures that modern enterprises are not tethered to the vulnerabilities of legacy components or negative market reactions to hybrid solutions being partially broken. If the classical encryption in hybrid solutions is verifiably broken, markets likely will not wait for forensics to determine whether the rest of the solution remains intact; reputation damage and capital flight will occur immediately.

MaxKyber exclusively employs CNSA 2.0 approved algorithms, specifically ML-KEM-1024 (FIPS 203), AES-256-GCM, and SHA-512/256. This construction provides the highest level of security available today without any loss of existing security properties.

Impact II: Optimal Performance from Mobile and Lossy Environments to High-Performance Scenarios

Historically, high-security protocols have suffered from significant system latency, creating a bottleneck for edge computing and mobile workforces. MaxKyber eliminates these traditional performance trade-offs, enabling high-performance security at the network’s most vulnerable points. One partner benchmarked Ambit Client, powered by MaxKyber, to have 70% faster download speeds than a comparable classically encrypted enterprise VPN.

The MaxKyber protocol optimizes efficiency through an “Authenticated Key Exchange” (AKE) which achieves mutual authentication in a single round trip, dramatically reducing the data burden on the network.

Quantifiably, the AKE saves approximately 4,600 bytes per handshake compared to the next best option. This ultra-low overhead ensures that robust post-quantum security functions reliably on mobile devices and in lossy environments where traditional, bulkier PQC handshakes consistently fail. Reliability in the field is a prerequisite for everything from remote work to warfighting environments, and MaxKyber’s AKE directly facilitates such operational readiness.

Additionally, MaxKyber is well suited for high-performance scenarios such as AI workloads, work with 3D models, and more thanks to Vector Packet Processing and Data Plane Development Kit further reducing overheads to the technical minimums and enabling line-rate speeds for server-to-server use cases.

Impact III: Compliance Savings

As the cost of compliance and diligence cycles for critical infrastructure continues to escalate, proofs can be a shortcut for approval. For CISO and Legal departments, formal verification provides a transparent, “glass-box” view of security that goes beyond traditional testing.

For integration partners, this symbolic proof significantly reduces diligence cycles. By providing an exhaustively checked security profile, American Binary allows partners to shorten the lengthy, costly investigative phases usually required for new cryptographic implementations. Verified compliance is transformed from a hurdle into a catalyst for product development.

Impact IV: R&D Acceleration

For engineering teams looking to integrate this technology and/or customize it, American Binary’s documentation serves as a powerful force multiplier. By providing pre-verified, exhaustive, and high-quality documentation, American Binary provides an extraordinary shortcut to rapid integration.

The scale of the documentation and formal models provided to partners is unprecedented in the VPN industry. This rigorous approach allows integration partners to save months, if not years, of R&D effort.

MaxKyber provides more than just a secure tunnel; it delivers a fully documented, mathematically proven blueprint that accelerates the transition to a quantum-safe future. With MaxKyber, American Binary has rewritten the industry standard for post-quantum network security.

About American Binary

American Binary is a leader in deep-tech cybersecurity, specializing in the development of CNSA 2.0 post-quantum cryptographic solutions. Through advanced rigor and high-performance engineering, American Binary provides the provable foundations for secure, resilient communication in the quantum era.

Learn more at www.ambit.inc

CONTACT: sales@ambit.inc 

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SOURCE American Binary

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Technology

MetaOptics to Deploy its Direct Laser Writer at the University of Arizona’s Center of Semiconductor Manufacturing to Advance its U.S. Expansion

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20 minutes ago

on

July 22, 2026

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SINGAPORE, July 21, 2026 /PRNewswire/ — MetaOptics Ltd (Catalist: 9MT) (“MetaOptics” or the “Company,” and together with its subsidiaries, the “Group”), announced that it has entered into an agreement to deploy its key metalens Direct Laser Writer (“DLW”) system at the University of Arizona’s Center of Semiconductor Manufacturing (the “University”). The agreement marks a critical step in advancing its U.S. expansion strategy and its collaborative research with world-class semiconductor stakeholders in Arizona. Installation of the DLW is expected to commence in 2027.

The DLW is designed for a 4-inch wafer to enable quick prototyping and fabrication of metalens samples within weeks. It also supports small-volume production for pilot builds and customer demand evaluation, enabling partners to iterate faster and move from concept to product more efficiently. The deployment of the Company’s DLW will allow prospective customers in the U.S. to physically witness the system in action for their metalens prototyping needs. It will also support collaborative research and evaluation by the University’s researchers under the guidance of Dr. Krishna Muralidharan of the University of Arizona’s Department of Materials Science and Engineering. MetaOptics expects the deployment to generate user feedback and user demonstration opportunities, providing further technical validation of its metalens equipment and products, and serve as a launchpad to scale commercial production and collaboration in the U.S. market.

The deployment of its DLW serves as a key milestone for MetaOptics’ U.S. expansion strategy, prospective U.S. customer engagement, and commercialization roadmap. It also positions the Group to support emerging U.S. initiatives in silicon photonics, co-packaged optics, and integrated photonics, where its metalens technology is directly applicable. The DLW will anchor a “mini foundry” at the University for small-volume, quick turnaround prototyping. Beyond research, the installation serves a commercial purpose: a U.S. demonstration site where potential distributors, universities, and research institutions can physically witness the DLW in operation. It will also produce metalens samples for prospective customers’ evaluation. With Arizona’s fast-growing semiconductor ecosystem home to world-class manufacturers and suppliers, the Company aims to leverage its presence at the University and the wider ecosystem to deepen engagement with prospective industry partners and end customers.

MetaOptics Executive Chairman Thng Chong Kim commented: “By placing our Direct Laser Writer within a world-class semiconductor research environment in Arizona, we will be able to strengthen technical validation and gather valuable user feedback. It also supports our ongoing engagements with potential industry partners and end-customers while showcasing our metalens manufacturing equipment to prospective distributors and institutions across the United States. We believe this deployment reinforces our broader U.S. expansion efforts and deepens our engagement in Arizona’s world-class semiconductor ecosystem.”

About MetaOptics Ltd

MetaOptics Ltd (Catalist: 9MT) is a semiconductor optics company pioneering glass-based metalens solutions enhanced by AI-driven image processing. Using advanced optical design and a scalable 12-inch DUV lithography process, it powers next-generation applications in CPO, mobile, AR VR, automotive, and other emerging markets. Find out more at www.metaoptics.sg.

Forward-Looking Statement

This press release contains forward-looking statements which can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to,” “potential,” “continue” or other similar expressions. Any statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s growth strategies, its future business development, results of operations and financial condition, its research and development efforts, its ability to attract and retain customers, and its ability to establish and maintain relationships with suppliers and business partners; and assumptions underlying or related to any of the foregoing. All information provided in this press release is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Singapore (HQ)
Metaoptics Technologies Pte Ltd. 81 Ayer Rajah Crescent, #01-45 Singapore 139967

United States
Metaoptics Inc. (USA) 1 Ferry Building, Suite 201 San Francisco, CA 9411

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SOURCE METAOPTICS LTD

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Technology

11:11 Systems Announces Strategic Partnership with Cato Networks to Deliver SASE Solution for Distributed Enterprises

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1 hour ago

on

July 21, 2026

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New Managed Secure Access Service Edge (SASE) solution combines SD-WAN, cloud-native networking and security capabilities with 11:11’s connectivity, cyber resilience and cloud expertise

SYDNEY, July 22, 2026 /PRNewswire/ — 11:11 Systems, a leading managed infrastructure solutions provider, today announced the global availability of its 11:11 Managed Secure Access Service Edge (SASE) solution and a new strategic partnership with Cato Networks.

11:11 Managed SASE is a fully managed secure connectivity solution leveraging Cato Networks AI-native network security platform. This solution brings together intelligent SD-WAN, cloud-delivered security and global connectivity into a single offering. It enables organisations to simplify and secure access across branch offices, data centres, users and cloud environments, reducing complexity without sacrificing performance or control.

Built on the Cato Networks cloud-native SASE platform, 11:11 Managed SASE combines zero trust network access (ZTNA), firewall as a service (FWaaS), secure web gateway (SWG), cloud access security broker (CASB), advanced threat protection and centralised visibility into a unified managed experience. 11:11 also delivers 24x7x365 monitoring and support, incident management integration and operational accountability to help customers limit vendor sprawl, increase agility and free internal teams to focus on higher-value priorities.

The offering is backed by 11:11’s broader networking, cloud and cyber resilience capabilities. Through its global backbone, carrier-agnostic connectivity options and integrated portfolio spanning cloud, backup, disaster recovery and security services, 11:11 gives customers a practical path to modernise network and security architecture while strengthening resilience across the business.

“Enterprises are under pressure to support users, applications and locations that are more distributed than ever, while limiting complexity and improving security,” said Justin Giardina, CTO, 11:11 Systems. “Our Managed SASE solution provides customers with a unified approach to modernising networking and security, along with the visibility, support and flexibility they need to thrive in a rapidly changing environment.”

According to Karl Soderlund, global channel chief, Cato Networks, “As enterprises move beyond fragmented legacy networking and security stacks, they need a simpler way to gain visibility, context and control across hybrid work environments and reduce the operational burden on IT. Through our partnership, we can address these challenges head on and deliver end-to-end visibility and protection in a single service built for the reality of modern work.”

The joint offering is well suited for distributed enterprises, multi-site organisations, hybrid workforce initiatives, SD-WAN refreshes, security modernisation efforts and businesses with limited IT resources. 11:11 meets customers where they are by supporting existing environments, simplifying multi-vendor operations and serving as a single provider accountable for network, security, cloud and data integration.

This partnership expands 11:11’s Network as a Service portfolio and follows Forrester’s inclusion of 11:11 Systems in its report, “The Secure Access Service Edge Services Landscape, Q1 2026.”

About 11:11 Systems

11:11 Systems is a managed infrastructure solutions provider that empowers customers to modernise, protect and manage mission-critical applications and data, leveraging 11:11’s resilient cloud platform. Learn more at www.1111Systems.com and follow 11:11 on LinkedIn.

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SOURCE 11:11 Systems

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