Expiration of Consent Solicitation
Avanti Communications Group plc (AIM: AVN.L) (the “Company” or “Avanti”) announces that its previously announced consent solicitation (the “Consent Solicitation”) to, inter alia, give the Company (i) the ability to raise additional capital borrowed in the form of super senior debt including in the form of the New 1.5 Facility as well as (ii) the ability to provide for the priority of payment of enforcement proceeds so that New 1.5 Facility will be senior relative to the Notes and junior to the existing super senior debt, expired at 5:00 p.m., New York time, on May 14, 2019 (the “Expiration Time”)
The Consent Solicitation was made pursuant to the terms and subject to the conditions set forth in the consent solicitation statement (the “Consent Solicitation Statement”) dated May 9, 2019, as supplemented May 13, 2019.
At the Expiration Time, the Company had received consents from holders representing 94.94% in aggregate principal amount of the Notes in connection with the Consent Solicitation.
The settlement date for the Consent Solicitation is expected to be on or about three business days after the date hereof, at which time the Company will make a consent payment of $0.05 per $1,000 principal amount of Notes, to be paid in the form of cash, to holders who validly delivered a consent in connection with the Consent Solicitation prior to 5:00 p.m., New York time, on May 14, 2019.
As part of the previously announced re-financing in the range of $225-250 million, the Company has successfully obtained the ability under the Indenture to raise up to $75.0 million additional capital in the form of the New 1.5 Facility and to enter into the ICA Amendment.
Any questions or requests for assistance related to the Consent Solicitation may be directed to D.F. King & Co., Inc., the information and tabulation agent in connection with the Transaction, at +1 (800) 714-3306 (toll free), +1 (212) 269-5550 (collect) or by email to: email@example.com.
Terms used but not defined in this press release have the meaning given to them in the Consent Solicitation Statement.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (“MAR”). Upon the publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR.
For further information, please contact:
Tel: +44 (0)207 749 1600
|Cenkos (Nomad)||Max Hartley/Katy Birkin
Tel: +44 207 397 8900
|Newgate Communications||Ralph Anderson
Tel: +44 20 3757 6883
This announcement may contain forward-looking statements regarding future events or the future financial performance of Avanti. 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 Avanti’s intentions, beliefs or current expectations concerning, among other things, the expected outcome of the Consent Solicitation. 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. Avanti cautions you that forward-looking statements are not guarantees of future performance and that Avanti’s actual results may differ materially from those described in or suggested by the forward-looking statements contained in this announcement. In addition, even if Avanti’s results are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in future periods. Avanti 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 Avanti, including, among others, general economic conditions, the competitive environment and the many other risks specifically related to Avanti and its operations, including those discussed in this announcement.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 terms of the Consent Solicitation are contained in the relevant Consent Solicitation Statement and accompanying Letter of Consent and related documents. Questions concerning the Consent Solicitation should be directed to D.F. King & Co., Inc., the Information and Tabulation Agent, at +1 (800) 714-3306 (toll free), +1 (212) 269-5550 (collect) or by email to: firstname.lastname@example.org.
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.
For further information, please contact: Avanti Nigel Fox Tel: +44 (0)207 749 1600