Avanti Communications Group Plc Court order to convene a meeting of holders (3140F)
20 February 2018 - 3:38AM
UK Regulatory
TIDMAVN
RNS Number : 3140F
Avanti Communications Group Plc
19 February 2018
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 avanti@milbank.com 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
(avanti@dfkingltd.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.
Enquiries
Avanti Nigel Fox, Patrick Willcocks
Tel: +44 20 7749 1600
Cenkos Securities Max Hartley, Nicholas Wells
(Nomad) Tel: +44 207 397 8900
D.F. King (Information avanti@dfkingltd.com
and Tabulation Agent) Telephone (Lon): +44 20 7920
9700
Telephone (NYC): +1 212 269
5550
Important Notices
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.
News type:
RNS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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