Avanti Communications Group Live Discussion

Ripley94 06 Sep 2019

Beaufort sec tip from Regulatory News | 20th August 2019 070 RNS Number : 5549J Avanti Communications Group Plc 20 August 2019 The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain. 20 August 2019 Avanti Communications Group plc Proposed cancellation of the admission of the Ordinary Shares to trading on AIM and Notice of General Meeting Avanti Communications Group PLC (AIM: AVN) (“Avanti” or the “Company”), a leading provider of satellite data communications services in Europe, the Middle East and Africa announces that, following a thorough review, the Independent Directors (being the directors of the Company other than Craig Chobor, Michael Leitner and Adam Kleinman) have concluded that it is in the best interests of the Company and its Shareholders to seek Shareholders’ approval to cancel the admission of the Company’s Ordinary Shares to trading on AIM (the “Cancellation”). In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation. · The proposed Cancellation is part of the ongoing transformation of the Company as the Directors believe the currently market valuation does not reflect the recent progress the Company has made, the value of the Group’s satellite assets, or the current market opportunity · Recent results allow the Company to reaffirm prior guidance for FY19 and FY20 · Successful launches of HYLAS 3 and HYLAS 4 provide platform for continued growth The Independent Directors believe that the Cancellation is in the best interests of the Company and intend to unanimously recommend that Shareholders vote in favour of the Resolution at the General Meeting. The Company has received irrevocable undertakings to vote in favour of the Resolution from certain shareholders in respect of an aggregate of 1,345,749,427 Ordinary Shares, representing approximately 62 per cent. of the existing issued share capital of the Company. Pursuant to Rule 41 of the AIM Rules, the Cancellation requires the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting to be convened for this purpose at 9.30 a.m. on 5 September 2019 at the Company’s registered office at Cobham House, 20 Black Friars Lane, London EC4V 6EB. If the Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective, following the issue of a Dealing Notice, at 7.00 a.m. on 18 September 2019. The Circular will contain further information on the background to, reasons for, and the implications of the proposed Cancellation and will be posted to Shareholders together with a notice convening the General Meeting, later today. Following publication, the Circular and notice of General Meeting will also be available from the Company’s website at www.avantiplc.com. Defined terms used in the Circular shall have the same meanings in this announcement. Background to the Cancellation April 2018 saw three key events that set the foundations for a new start for the Group’s business. First, the Company welcomed experienced mobile telecommunications executive Kyle Whitehill as its new Chief Executive. Within a short period, Kyle had refocussed the strategic direction of the Group from the consumer broadband markets to opportunities within the wholesale, government and cellular backhaul markets. This refined commercial strategy quickly delivered several material contract wins for the Group worth in aggregate over US$100 million, including a long-term capacity agreement with Viasat, Inc., and a master distributor agreement with Comsat, Inc. to sell Mil-ka capacity to the US Government and related agencies. By the end of 2018, Avanti was able to announce bandwidth revenues of US$31 million. Second, was the successful launch of the Group’s HYLAS 4 satellite which enhanced its Ka-band satellite fleet and increased total capacity over Africa, the Middle East and Europe to 45 GHz. HYLAS 4 is smartly designed with four powerful steerable beams that provide dynamic flexibility that is both scarce and in high demand. Finally, the Group completed a balance sheet restructuring in April 2018 which included the repayment of all of the outstanding 2023 Notes, reducing the Group’s overall debt by US$557 million. The restructuring involved a debt-for-equity swap and resulted in approximately 92.5 per cent. of the enlarged issued share capital of the Company being held the holders of the 2023 Notes, of which approximately 61 per cent. of that debt was held by Solus Alternative Asset Management LP (“Solus”), BlackRock Capital Investment Advisors, LLC - TCP Group (formerly Tennenbaum Capital Partners, LLC (“BlackRock”) and Great Elm Capital Management, Inc. (“Great Elm”). Since that time, the Group has continued to see steady growth into 2019, with further contract wins including a long-term bandwidth agreement with Turkish operator, Turksat, and a five-year key distribution agreement with MGI Global Services Ltd. to deliver services and capacity into Chad, South Sudan and Angola. In addition, the Company was pleased to announce the further successful launch of its HYLAS 3 satellite. These efforts enable the Company to reaffirm the previous revenue guidance for FY 2019 and FY 2020 with total revenues increasing 67 per cent. and 30 per cent. respectively, from US$53.5 million for the 12 months ended 31 December 2018, which would include bandwidth revenue growth for the same periods of 125 per cent. and 40 per cent. respectively, from US$31 million for the 12 months ended 31 December 2018. Further, the Company can also reaffirm the delivery of its cost optimisation project, which is expected to reduce total operating costs, excluding equipment and project-related costs directly off-setting with non-bandwidth revenue, by at least 15 per cent. per annum by 2020, from approximately US$80 million for the 12 month period ended 31 December 2018. These measures should result in a positive EBITDA in 2019, with further material growth in 2020. To continue to deliver on the overall growth strategy of the business will require significant focus from the Group’s management. Whilst efficiencies have already been realised through the cost-optimisation project, a programme of continuous assessment is in place to review all recurring operational costs. As a result of this, and the factors further considered below, the Independent Directors are of the opinion that the commercial disadvantages to the Company of maintaining a quotation outweigh the potential benefits and the Cancellation will allow management to focus their time on the ongoing strategy and reducing recurring operational costs. Reasons for the Cancellation The Independent Directors have conducted a comprehensive review of the benefits and disadvantages to the Company and its Shareholders in retaining its admission to trading on AIM. Due to the conflict of interest presented by their position as representatives of Solus, BlackRock and Great Elm on the Board respectively, neither Craig Chobor, Michael Leitner nor Adam Kleinman participated in the Board’s consideration of the proposed Cancellation. The Independent Directors believe that the Cancellation is in the best interests of the Company and its shareholders as a whole. In reaching this conclusion, the Independent Directors carefully considered the following key factors, amongst other things: · As at the date of this announcement and pursuant to the balance sheet restructuring in April 2018, the ten largest Shareholders hold, in aggregate, approximately 85 per cent. of the Ordinary Shares, with approximately 73 per cent., in aggregate, held by the five largest Shareholders. This has resulted in very limited free float and liquidity in the Ordinary Shares with the consequence that the Company’s admission to trading on AIM does not, in itself, offer investors the opportunity to trade in meaningful volumes or with frequency in the market. In the last 12 months approximately 112 million Ordinary Shares have traded representing approximately 5 per cent. of the issued share capital of the Company (source: Factset). · The poor performance of the share price over the last 12 months has resulted in a market capitalisation of approximately £26 million which the Directors believe no longer accurately reflects the Company’s value. The Independent Directors believe that this under-valuation negatively impacts on customer and supplier engagement. Furthermore, this negative sentiment and under-valuation of the Company’s equity may ultimately impact on the Company’s vision to deliver on its medium-term strategic objective. · Maintaining the Company’s admission to trading on AIM requires significant management time, legal and regulatory obligations, and comes with material financial costs (such as professional fees, London Stock Exchange fees and other costs associated with being an AIM-traded company) that the Independent Directors believe are disproportionate to the benefits to the Company. It is estimated that Cancellation will reduce the Company’s recurring administrative costs by approximately US$500,000 per annum. The Independent Directors are of the opinion that management time and the cost-savings realised through Cancellation would be better spent investing in the business and delivering on the Group’s stated strategy. · Given the performance of the share price and low liquidity issues, the Directors have concluded that the only realistic source of future funding will likely be through private capital. There has been no equity capital fundraising by the Company in the last four years, and it is the Independent Directors’ opinion that the Company’s admission to trading on AIM no longer provides the fundamental benefit of giving access to the required investor base for the Company in order to raise growth capital. Process for, and principal effects of, the Cancellation Set out below are some of the implications and principal effects of Cancellation which Shareholders should be aware of. However, Shareholders should note that notwithstanding the effects of Cancellation outlined in this paragraph, the Company will continue to be subject to certain disclosure and reporting requirements as a result of the listing of its 2022 Notes on the Irish Stock Exchange. It will also be subject to the disclosure and reporting requirements of The International Stock Exchange when it expects to list the 1.5 Lien Loan Notes later this year. Any such disclosures or reporting will also be made available on the Company’s website. Shareholders should further note that the City Code will also continue to apply to the Company for a period of at least 10 years from the date of Cancellation. Further, the Company will continue to be managed in accordance with such provisions of the 2018 Corporate Governance Code as the Board considers practicable and appropriate given the size of the Group as a whole and nature of its business activities. In addition, the Company will remain registered with the Registrar of Companies in England & Wales and in accordance with and subject to the Companies Act 2006, notwithstanding the Cancellation. In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the intention to cancel the Company’s admission to trading on AIM, subject to Shareholder approval, giving 20 business days’ notice. Under the AIM Rules, it is a requirement that the Cancellation is approved by not less than 75 per cent. of votes cast by Shareholders (in person or by proxy) at the General Meeting. Subject to the Resolution approving the Cancellation being passed at the General Meeting, it is anticipated that trading in the Ordinary Shares on AIM will cease at the close of business on 17 September 2019, with the Cancellation taking effect, following issue of a Dealing Notice, at 7.00 a.m. on 18 September 2019. If the Cancellation becomes effective following the General Meeting, Shareholders should be aware of the implications and principal effects of the Cancellation, which include the following: · there will be no public market on any recognised investment exchange or multilateral trading facility for the Ordinary Shares and, consequently, there can be no guarantee that a Shareholder will be able to purchase or sell any Ordinary Shares. The Company, however, intends to implement the Matched Bargain Facility in order to give Shareholders an opportunity to trade the Ordinary Shares should the Cancellation become effective. The details of this Matched Bargain Facility are set out in more detail in paragraph titled, Liquidity in trading of the Ordinary Shares following the Cancellation, below; · in the absence of a formal market and quote, it will be more difficult for Shareholders to determine the market value of their investment in the Company at any given time; · the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply; · Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, financing transactions, reverse takeovers, related party transactions and fundamental changes in the Company’s business, including certain acquisitions and disposals; · the levels of disclosure and corporate governance within the Group may not be as stringent as those for a Company quoted on AIM; · AIM Rule 26, obligating the Company to publish prescribed information on its website, will cease to apply; · the Company will cease to have a nominated adviser and broker; and · the Cancellation may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own independent tax adviser. The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them. Liquidity in trading of the Ordinary Shares following the Cancellation The Directors are aware that the proposed Cancellation, should it be approved by the Shareholders at the General Meeting, would make it difficult to buy and sell Ordinary Shares should they wish to do so. Accordingly, the Company intends to implement the Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares with effect from the date of Cancellation. The Matched Bargain Facility will be provided by JP Jenkins. JP Jenkins is part of Peterhouse Corporate Finance Limited, which is authorised and regulated by the FCA, a Member of the London Stock Exchange and a NEX Exchange Corporate Adviser. Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with JP Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that JP Jenkins is able to match that order with an opposite sell or buy instruction, they would contact both parties and then effect the bargain. Should the Cancellation become effective and the Company put in place the Matched Bargain Facility, details will be made available to Shareholders on the Company’s website at [link] and directly by letter or e-mail (where appropriate). Taxation Shareholders are strongly advised to consult their professional advisers about their own personal tax position arising in connection with the Cancellation. The General Meeting The General Meeting is to be held at 9.30 a.m. on 5 September 2019 at the Company’s registered office at Cobham House, 20 Black Friars Lane, London EC4V 6EB, at which the Resolution will be proposed for the purposes of approving the Cancellation. The Resolution will be proposed as a special resolution and therefore requires the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy). Irrevocable undertakings The Company has received irrevocable undertakings to vote (or procure the vote) in favour of the Resolution at the General Meeting from each of Solus, BlackRock and Great Elm in respect of an aggregate of 1,345,749,427 Ordinary Shares, representing approximately 62 per cent. of the existing issued share capital of the Company. Recommendation The Independent Directors consider the Cancellation to be in the best interests of the Company and its Shareholders as a whole and therefore intend to unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as they intend to do so in respect of their own beneficial holdings amounting, in aggregate, to 179,004 Ordinary Shares, representing approximately 0.01 per cent. of the existing issued share capital of the Company. EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2019 Announcement of the proposed Cancellation pursuant to AIM Rule 41 20 August Publication and posting of the Circular and Form of Proxy to Shareholders 20 August Latest time and date for receipt of completed Forms of Proxy and CREST voting instructions 9.30a.m. on 3 September General Meeting 9.30a.m. on 5 September Expected last day for dealings in Ordinary Shares on AIM 17 September Expected time and date of Cancellation following issue of Dealing Notice 7.00 a.m. on 18 September Note: Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service. For further information, please contact: Avanti Communications Nigel Fox Tel: +44 (0)20 7749 1600 Cenkos Securities (Nomad) Max Hartley, Katy Birkin Tel: +44 (0)20 7397 8900 Newgate Communications Adam Lloyd Tel: +44 (0)20 3757 9842 This announcement includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will”, or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors’ current intentions, beliefs or expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies and the Company’s markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors’ current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by applicable law or by the AIM Rules, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors’ expectations or to reflect events or circumstances after the date of this announcement. All references to time in this announcement are to London time, unless otherwise stated. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com. END NOGGMGMRGLZGLZZ Editor’s picks 1.

Ripley94 20 Aug 2019

Beaufort sec tip AVN… XXXXX 85 % of this held by consortium of 5 inverses . They are cancelling shares which i hope is same as delisting dropped to 1p today .

Ripley94 02 Mar 2019

LSE:AVN AVN… XXXX One of my worse selections record of first buying on 17th Feb 2011 …9 years ago . Averaged down after. Bad example of knife catching. Trying to see what i was thinking !!

Ripley94 24 Sep 2018

Beaufort sec tip AVN… RNS… Lse posters claiming very good it appears in gainers up 17% but the spread is 14% … 5.02p to 5.7p Dead cat bounce ?

Ripley94 14 Jun 2018

Beaufort sec tip AVN. New ii site.

Ripley94 07 Jun 2018

Arbitration win ? $ 20m .. 5 % down ? RNS .. thought this was good news ?

once a week 30 May 2018

Baffled I'm baffled as to why its gone up 34%.'we significantly increase the capacity of the fleet'Its not and has never been a capacity issue - its selling that capacity at a decent return that's the issue (as well as the massive debt taken on getting more capacity).I can but hold.

Ripley94 06 May 2018

Re: Beaufort sec tip Good job I forgot about OO @ 11.25p ... Looks like there about 7p now.

Clarence Beaks 30 Apr 2018

Re: GM This isn't going anywhere apart from collapse. Even the fund raising was poorly received.

romaron 30 Apr 2018

Re: GM Hi Jaknife, I expect the price to go higher because I believe the current price is false. The price is either zero or a finger in the air guess until we see the market response once the dust settles. Look at this morning - the pre-market auction was decided by a trade of 1600 shares or £98.56. The first decent trade is for the modest amount of 100,000 shares, or £6,392. You can actually see quite well on the trades here because for some reason iii give a blow by blow account of the two daily auctions and we have seen the odd price monitoring notice for what are risible sums on a couple of days.You are correct that there has been a massive debt for equity swap but I read this as a good sign. The enterprise value of the company is hardly affected and there is a possible rights issue further down the road and it will be (as usual) the big boys who make the decisions. On the one hand I would call the likes of Solus 'clever money' but you could also say they can't be that clever after losing a boat load on Avanti. It does mean however (no doubt for self interest) that the bond holders are now holding stock which aligns them with me for instance.The extra $50 mio does concern me but they have stated what I would call the bleedin' obvious and say welcome to the real world. Even new sales successes may not be able to be recorded as cash immediately so no doubt the accountants among you can start torturing the figures. The $40mio infrequently recurring pipeline bothers me less. This is something of an accounting anomaly and doesn't appear to bother them and Nigel Fox intimated to me at the GM that it wasn't an existential threat.The Director's buys are also encouraging. There are no guarantees here but for whatever reason the bond holders decided to keep the lights on. My best guess is that the company was worth more hanging on to the team with H4 in space rather than a fire sale. The dilution has imo already happened and we could see some good news from here on in especially after the soul baring required by the TO panel. It makes things appear far worse than they are.Be Lucky

JakNife 26 Apr 2018

Re: GM Why exactly should it go higher? The company has announced a massive debt for equity swap but even after that there will be a big chunk of debt and it's not obvious that the company will be able to pay the interest on that. Furthermore it's admitted that it will need to raise at least $50m of additional funds AND secure the extra $40m of extra revenue. If it doesn't then it has said that it will "be highly likely to be unable to pay its creditors, as and when they fall due for payment."That points to a materially dilutive equity fund raise. And a dilutive equity raise would normally point to a share price going lower rather than higher. JakNife

once a week 26 Apr 2018

Re: GM I loaded up on these yesterday in a vain attempt to recoup some money on my initial investment. A return to 10p would do it. I wouldn't normally do this but there are some signs that it could go higher. I'm out at 10p.

romaron 25 Apr 2018

GM I ummed and aahed about going as it was (to me) a rubber-stamping meeting but it is a short journey. This was confirmed and there was one other PI or possibly two. I had a chance to chat to the new CEO and a couple of others there. The bond holders stayed at home but couldn't vote on certain resolutions.The meeting had to have a show of hands just to please the regulators and Paul Walsh after each vote said he had 89 mio odd proxies and 98/99 per cent FOR. As expected TBF.At the launch I thought that David Bestwick was outnumbered by the Japanese contingent but was shown a video taken in the jungle where Nigel Fox and 8 larger customers had a better viewing experience. They had the full Glastonbury effect as well as screens if you wanted. I know what I would have chosen and hope the customers were satisfied. Paul Walsh said it was the last piece of the jigsaw and the Trinity completed by a new CEO on 3 April and the launch 5 April. There were staff members there who don't have to notify by RNS and one was a definite buyer at sub 11p. The company is now in a closed period. They were a bit surprised by Caledonia, especially as Will Wyatt was an NED until 2014. It is possible that with the dilution coming it was hardly worth holding on to a tiny percentage.The company has spoken to Inmarsat (yesterday) but I wouldn't read too much into that as the Satellite world is small in London although there are advantages to Inmarsat using our beams apparently. I spoke to various people and suggested that we might be of interest to other companies to supplement their coverage and be bought out. I was told the company would resist any approach by bargain hunters.I think we should get back to the OO price of .1125 pretty soon and expect news of completed sales. The new CEO comes from a sales background and has excellent contacts in the Industry and Africa.Be Lucky

romaron 17 Apr 2018

Interesting finish There was an auction extension at the end of the day for trades. I don't know whether you should include the 16.31 trade but all those after are part of the auction. Could this mean that Caledonia is now finished and the price can rise?

romaron 14 Apr 2018

Seller Identified as Caledonia per yesterday's RNS. They started with 6 mio shares so there may be a little overhang next week but the bulk is done I'd imagine. On a fragile share like this all we have identified so far is that it is quite an easy share to move and it doesn't take much. Maybe Caledonia has better information than us but it does seem strange after holding this long. There are guv'nors involved in the chain of command and perhaps a shrug of the shoulders followed by a 'I haven't a clue' resulted in the fund manager being told to sell them? I haven't anyone above me and I've hidden my position from the wife so will hold until the denouement. The majority seem supportive even though it may be with clenched teeth and I expect the 25th April meeting to be a rubber stamping.