Avanti: Strategic Review and Commencement of Offer Period under the Takeover Code

On 7 July 2016, the Board of Avanti Communications Group plc, (“Avanti” or the “Company” or the “Group”) announced its intention to engage in discussions with a number of potential investors to address its funding requirements.

Following that announcement, and in response to initial interest from potential acquirors, the Board is of the view that it should, in parallel to considering an equity raise, conduct a wider strategic review to explore additional opportunities including a corporate transaction such as a merger with or offer for the Group by a third party or a sale of the Group’s businesses. The Board therefore intends to pursue all of these possible alternatives to ensure the best outcome for its shareholders. The commencement of a “formal sale process” in accordance with Note 2 on Rule 2.6 of The City Code on Takeovers and Mergers (the “Code”), provides the most appropriate framework under which such considerations can be made.

Formal Sale Process – Takeover Code Implications

Any discussions in relation to a merger with a third party or a sale of the Company will take place within the framework of a “formal sale process” in accordance with Note 2 on Rule 2.6 of The City Code on Takeovers and Mergers (the “Code”), under which the Board is able to have discussions with parties interested in such a transaction on a confidential basis.

The Panel on Takeovers and Mergers (the “Takeover Panel“) has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to Note 3 to Rule 2.2 of the Code), and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code, for so long as it is participating in the formal sale process.

Interested parties should note Rule 21.2 of the Code, which prohibits any form of inducement fee or any other offer-related arrangement. The Group has not at this stage requested any dispensation from the Takeover Panel under Note 2 to Rule 21.2 of the Code from this prohibition, although it reserves the right to do so in the future.

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

Following this announcement, the Group is now considered to be in an “offer period” as defined in the Code, and the dealing disclosure requirements listed below will apply.

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on the Group's website at www.avantiplc.com as soon as possible and in any event no later than 12:00 noon (London time) on 12 July 2016 (being the business day following the date of this announcement). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.