SCHEDULE: OSN Group Boosts Anghami Stake to 71.27% via Note Conversion

OSN Streaming Limited and its affiliates will convert $59.4 million in convertible notes and PIK interest into 2.37 million Anghami shares, increasing their beneficial ownership to 71.27%.

Summary

• OSN Streaming Limited and its affiliated reporting persons (OSN Streaming Holding, Panther Media Holding, Panther Media Group, Kuwait Projects Company) have increased their beneficial ownership in Anghami Inc.
• The group's aggregate beneficial ownership now stands at 7,417,345 Ordinary Shares, representing 71.27% of the class.
• This increase is primarily due to the conversion of $55,000,000 in principal amount from the Initial, Second, and Third Notes, along with approximately $4,404,312.86 in capitalized PIK Interest.
• The conversion, effective December 15, 2025, will result in the issuance of 2,376,171 Ordinary Shares to OSN Streaming Limited.
• The conversion price is $25.00 per Ordinary Share, adjusted for the 1-for-10 reverse stock split.
• The calculation of percentage ownership is based on a total of 10,407,432 Ordinary Shares, which includes outstanding shares, shares from warrants, and shares from the convertible notes and PIK interest held by the Reporting Persons.
• A 1-for-10 reverse stock split of Anghami's Ordinary Shares was implemented on August 1, 2025, and is reflected in the reported share numbers.

Sentiment

Score: 7

Explanation: The conversion of debt to equity by a major strategic investor group is generally positive as it reduces debt and shows long-term commitment. However, the resulting high concentration of ownership could be a concern for minority shareholders and market liquidity. The conversion price of $25.00 per share, post-reverse split, needs to be evaluated against current market conditions.

Positives

• Increased commitment from a major strategic investor group (OSN/KIPCO) through the conversion of debt into equity.
• The conversion of notes reduces Anghami's debt obligations, strengthening its balance sheet.
• The significant ownership stake (71.27%) by a strategic group suggests strong alignment and potential for long-term support and strategic direction.

Negatives

• The conversion of debt into equity at a fixed price might indicate a lack of immediate liquidity for Anghami to repay the notes in cash.
• A highly concentrated ownership (71.27%) could reduce the free float and liquidity for other shareholders.
• The conversion price of $25.00 per share, post-reverse split, implies a valuation that may or may not be favorable depending on the current market price.

Risks

• Concentrated Ownership: A single group holding over 71% of the shares could lead to reduced influence for minority shareholders in corporate decisions.
• Liquidity Risk: The high concentration of ownership might impact the trading liquidity of Anghami's Ordinary Shares.
• Valuation Risk: The conversion price of $25.00 per share, while adjusted for the reverse split, may not reflect the current market valuation or future growth prospects.

Future Outlook

The filing indicates a future conversion of debt to equity by December 15, 2025, which will solidify the reporting group's significant ownership stake in Anghami Inc.

Industry Context

Anghami operates in the competitive Middle East and North Africa (MENA) music streaming market. The increased stake by OSN, a major entertainment content provider in the region, suggests a deepening strategic alliance, potentially aiming to consolidate market position or leverage synergies in content distribution and subscriber base. This move could strengthen Anghami's position against global streaming giants by providing local strategic backing.

Related Party Transactions

• The reporting persons (OSN Streaming Limited, OSN Streaming Holding Limited, Panther Media Holding Limited, Panther Media Group Limited, and Kuwait Projects Company (Holding) K.S.C.P.) are part of a 'group' and have existing relationships, including OSN Streaming Holding being a subsidiary of PMH, PMH being a subsidiary of PMG, and KIPCO holding a majority stake in PMG. This indicates a complex, pre-existing related-party structure.

Stakeholder Impact

• Shareholders: Existing public shareholders will see a significant increase in the beneficial ownership percentage held by the OSN/KIPCO group, potentially impacting stock liquidity and corporate control. The conversion dilutes existing shareholders to some extent, but also removes debt from the balance sheet.
• Creditors: The conversion of convertible notes into equity reduces Anghami's debt obligations, which is positive for remaining creditors.
• Management: The increased control by the OSN/KIPCO group may lead to closer strategic alignment and oversight from this major shareholder.

Next Steps

• The conversion of the Initial Note, Second Note, Third Note, and PIK Interest Amount into 2,376,171 Ordinary Shares is expected to be effected on December 15, 2025.
• Further updates to beneficial ownership may occur upon the Second Completion and Third Completion as defined in the Amended Schedule 13D, which would adjust OSN Streaming Holding's and the Purchaser's respective stakes in OSN Streaming.

Key Dates

Recommendation

The conversion of a substantial amount of debt into equity by a strategic investor group (OSN/KIPCO) is a significant event. While it strengthens Anghami's balance sheet by reducing debt and signals strong commitment from a key partner, the resulting highly concentrated ownership (71.27%) could impact market liquidity and the influence of minority shareholders. Investors should hold to observe the market's reaction to this increased control and assess the long-term strategic implications and potential synergies, especially considering the recent reverse stock split and the conversion price relative to current trading levels. Further analysis of Anghami's operational performance and growth strategy under this ownership structure is warranted before making a definitive buy or sell decision.

Keywords

Anghami Inc, OSN Streaming, Convertible Notes, Equity Conversion, Beneficial Ownership, Schedule 13D, Reverse Stock Split, PIK Interest, Shareholder Stake, Middle East Streaming