THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
For immediate release
19 February 2018
Avanti Communications Group PLC
Court order to convene a meeting of holders of its 2023 notes received
Avanti Communications Group PLC (AIM: AVN) (“Avanti” or the “Company”) today announces that, by an order dated 19 February 2018 of the English High Court, the Company has been granted permission to convene a meeting of the holders of its 12%/17.5% Senior Secured Notes due 2023 (Reg S CUSIP/ISIN: G0713N AH3/USG0713NAH38 and 144A CUSIP/ISIN: 05351L AJ6/US05351LAJ61) (the “2023 Notes”) for the purposes of considering and, if thought fit, approving the scheme of arrangement (the “Scheme”) to be made between those holders (the “Scheme Creditors”) and the Company (the “Scheme Meeting”).
The Scheme Meeting is the next step in the Company’s financial restructuring process and follows on from its successful consent solicitation process, as announced on 8 February 2018. If successful, the Scheme will result in the exchange (the “Debt for Equity Swap”) of all of the outstanding 2023 Notes for new ordinary shares in the capital of the Company (the “Exchange Shares”) representing 92.5 per cent. of the enlarged issued ordinary share capital of the Company immediately following the Debt for Equity Swap.
The Scheme Meeting will be held on 20 March 2018 at the offices of the Company’s legal advisers, Milbank Tweed, Hadley & McCloy LLP, 10 Gresham Street, London EC2V 7JD. The Scheme Meeting will commence at 10.00 a.m. Registration for the Scheme Meeting will commence at 09.45 a.m. for Scheme Creditors or their representatives attending in person.
A copy of the terms of the Scheme proposed by the Company and a copy of the explanatory statement for Scheme Creditors (“Explanatory Statement”) are available to be downloaded from the Scheme Website at https://sites.dfkingltd.com/avanti. Account holder letters for use in connection with voting on the Scheme (“Account Holder Letter”) may also be downloaded from the Scheme Website. If Scheme Creditors wish to receive hard copies of the Scheme or Explanatory Statement free of charge, they may contact the Company’s legal advisers by e-mail to firstname.lastname@example.org or by telephone (+44 207 615 3000).
Scheme Creditors are requested to liaise with their account holder to ensure that an Account Holder Letter is completed in accordance with the instructions set out therein and emailed to the Information and Tabulation Agent for the Scheme, D.F King (email@example.com) as soon as possible after the record time (being 5.00 p.m. New York time on 12 March 2018) and in any event to be received no later than the voting submission deadline (being 5.00 p.m. New York time on 16 March 2018), or if the Scheme Creditor or its representative is attending the Scheme Meeting in person, to be handed in at the registration desk prior to the commencement of the Scheme Meeting.
In order to approve the Scheme, a majority in number of Scheme Creditors representing at least 75 per cent. in aggregate principal amount of the 2023 Notes held by those creditors present in person, or by proxy at the Scheme Meeting, must vote in favour of the Scheme.
If approved at the Scheme Meeting, the Scheme will be subject to a subsequent application seeking the sanction of the Court, which is expected to be heard on 26 March 2018.
Implementation of the Debt for Equity Swap pursuant to the Scheme is also conditional upon, amongst other things, shareholder approval of the issue of the New Shares at a general meeting of the Company (the “General Meeting“) expected to be held during April 2018. A circular containing, amongst other things, the notice of General Meeting will be published in due course.
|Avanti||Nigel Fox, Patrick Willcocks|
Tel: +44 20 7749 1600
|Cenkos Securities (Nomad)||Max Hartley, Nicholas Wells|
Tel: +44 207 397 8900
|D.F. King (Information and Tabulation Agent)|
Telephone (Lon): +44 20 7920 9700
Telephone (NYC): +1 212 269 5550
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
In particular, this announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933. Any securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, and no public offering will be made in the United States.