Successful Consent Solicitation
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 THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement contains Inside Information
For immediate release
Avanti Communications Group plc
Successful Consent Solicitation
On 16 September 2016, Avanti Communications Group plc (the “Company”) announced the launch of a consent solicitation process (the “Consent Solicitation”) as the first step in its two-phase funding strategy. The company announces today the expiration of the Consent Solicitation and confirms that it has received consents from holders of 89.5% of its Senior Secured Notes due 2019 (the “Senior Secured Notes”) to permit paying the interest due on 1 October 2016 (the “October Coupon”) in respect of consenting holders’ Senior Secured Notes in the form of additional Senior Secured Notes on the same terms as the existing Senior Secured Notes (“Additional Notes”) in lieu of cash (the “PIK Amendment”). The consents received in the Consent Solicitation also permit the Company to furnish its annual report for the fiscal year ended 30 June 2016 and its quarterly earnings release for the fiscal quarter ended 30 September 2016 to the Senior Secured Notes trustee by no later than 31 December 2016 (the “Reports Amendment” and, together with the PIK Amendment, the “Amendments”).
The Company has executed a second supplement to the indenture governing the Notes, effecting the Amendments approved in the Consent Solicitation. The Amendments will become operative upon the payment of the Consent Payment (as defined below) and satisfaction or waiver of the other conditions set forth in the Consent Solicitation Statement.
The Company expects to make a consent payment (the “Consent Payment”) on 18 October 2016 (the “Payment Date”) of $20.00 per $1,000 principal amount of Notes, to be paid in the form of additional PIK Interest (as defined in the Consent Solicitation Statement), plus $1.50 per $1,000 principal amount of Notes, to be paid in the form of cash, to holders who validly delivered a consent prior to 5:00 p.m., New York time, on 29 September 2016. On the Payment Date the Issuer also will pay the October Coupon in cash to the 10.5% of holders that did not consent to the PIK Amendment and will pay such non-consenting holders interest in cash on the overdue interest due to such non-consenting holders at a rate of 10% per annum. As a consequence, the October Coupon to be paid in cash has been reduced from $32.25 million to $3.39 million, for a total cash saving of approximately $28.00 million, net of the Consent Payment.
The Company believes that the support of the holders of its Senior Secured Notes for the Consent Solicitation process represents a significant step towards addressing the Company’s financing requirements.
These materials may contain forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as “expect”, “believe”, “estimate”, “anticipate”, “intend”, “will”, “could”, “may”, or “might”, the negative of such terms or other similar expressions. These forward-looking statements include matters that are not historical facts and statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Company operates. By their nature, forward-looking statements involve risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions you that forward-looking statements are not guarantees of future performance and that the Company’s actual results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Company operates may differ materially from those described in or suggested by the forward-looking statements contained in these materials. In addition, even if the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in these materials, those results or developments may not be indicative of results or developments in future periods. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, as well as many other risks specifically related to the Company and its operations, including those discussed in these materials.
These materials are 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 U.S. Securities Act of 1933, as amended. Any securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and no public offering will be made in the United States.
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. The Consent Solicitation has been made solely pursuant to the Consent Solicitation Statement, which sets forth the complete terms of the Consent Solicitation.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Tel: +44 207 749 6703
|Jefferies (Joint Financial Adviser)||Dominic Lester, Jonathan Wilcox, Tariq Hussain|
Tel: +44 20 7029 8000
|Greenhill (Joint Financial Adviser)||Gareth Davies, Carlo Bosco|
Tel: +44 20 7198 7400
|Cenkos Securities (Nomad)||Max Hartley, Nicholas Wells|
Tel: +44 207 397 8900
|Montfort Communications (PR)||Nick Miles, James Olley|
Tel: +44 203 770 7909
|PJT Partners (UK) LLP (financial adviser to the Investor Group)||Tom Campbell, Romain Lanier, Boris Docekal|
Tel: +44 20 3650 1000