TIDMAVA
RNS Number : 4688H
Avanti Capital PLC
18 August 2016
18 August 2016
Avanti Capital plc ("Avanti" or the "Company")
Notice of Extraordinary General Meeting
relating to the Cancellation of admission of Ordinary Shares to
trading on AIM
Avanti wishes to announce that a circular dated 18 August 2016
(the "Circular") will be posted to shareholders of the Company to
enable shareholders to vote on the cancellation of admission of the
Ordinary Shares to trading on AIM. Included within the Circular is
a notice of an extraordinary general meeting to be held on 26
September 2016.
A copy of the Circular will shortly be available on the
Company's website at www.avanticap.com.
Capitalised terms and expressions used in this announcement
shall have the same meanings as those attributed to them in the
Circular.
Certain extracts from the Circular are set out below.
ENQUIRIES:
Avanti Capital Plc Tel: 020 7299 1459
Richard Kleiner
Panmure Gordon (UK) Limited Tel: 020 7886 2500
Andrew Potts
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document 18 August 2016
Latest time and date for receipt 11.00 a.m. on 24
of Form of Proxy September 2016
General Meeting 11.00 a.m. on 26
September 2016
Last day of dealings in Ordinary 3 October 2016
Shares on AIM
Cancellation of admission 4 October 2016
to trading on AIM of the Ordinary
Shares becoming effective
Notes:
(1) If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by an
announcement through the Regulatory Information Service recognised
by the London Stock Exchange.
(2) The Delisting of the Ordinary Shares requires the approval
of not less than 75 per cent. of the votes cast by Shareholders at
the General meeting.
LETTER FROM THE CHAIRMAN
Dear Shareholder,
Cancellation of admission of Ordinary Shares to trading on
AIM
Notice of General Meeting
1. Introduction
On 13 May 2016 the Company announced the conditional disposal of
the Company's interests in Mblox Inc. ("Mblox") by way of a merger
of Mblox with CLX Communications AB ("CLX"). On 12 July 2016 CLX
announced completion of the merger agreement with Mblox. Following
these events, the Board has concluded that there is no longer any
advantage to the Company in maintaining a quotation on AIM.
Accordingly, the Board is proposing to convene a General Meeting
to put to Shareholders a special resolution to cancel admission of
the Company's Ordinary Shares to trading on AIM.
2. Background and current trading and strategy
Based on the terms of the merger agreement between Mblox and
CLX, the Company has received cash of approximately US$2.85m
(approximately GBP2.16m based on the exchange rate of GBP1 = $1.32
that existed at time of conversion to sterling). The balance of the
consideration of approximately US$0.9m (approximately GBP0.7m
assuming the same exchange rate of GBP1=$1.32 is prevalent at time
of receipt) has been confirmed by Mblox as the amount that is
required to be held in the escrow retention account, being the
Company's share of the overall consideration held in the escrow
retention account. The terms of the escrow retention account are
such that, subject to any warranty or other claims that may be
brought by CLX, the retention monies will be paid out 18 months
after completion, with the Company receiving its pro rata
entitlement.
Following receipt of monies from CLX and having obtained legal
advice from the Company's solicitors, the Board has settled its
outstanding liabilities. These are principally Odyssey Partners
Limited, a company in which Richard Kleiner has a 50 per cent.
interest, who under the terms of the investment management
agreement entered into in November 2008 ("IMA"), are due a payment
of accrued unpaid management fees of GBP132,000 (excluding VAT) and
a carried interest payment of approximately GBP850,000, of which
GBP645,000 is payable now and the balance payable following release
of monies from the escrow retention account (assuming no claims
have been made by CLX). The precise amount of the balance may vary
depending upon the exchange rate that prevails at the time of the
release of the retention and subsequent conversion to sterling.
Following receipt of monies due from CLX and payment of amounts
due under the IMA, the Board has decided to declare an interim
dividend of 22 pence per share, equivalent to approximately
GBP1.8m. Details of the dividend declaration and payment are set
out in today's announcement made by the Company which include the
record date, ex-dividend date and payment date.
With effect from 1 July 2016, the Board has agreed not to take
any further directors fees. In addition, other than payment of
amounts due to Odyssey Partners Limited under the IMA as described
in the previous paragraph, Odyssey Partners Limited and the Board
have reached agreement such that there will be no further amounts
payable to Odyssey Partners Limited with effect from 1 July
2016.
Following receipt of monies from the disposal of the Company's
Mblox interests and payment of amounts due under the IMA, the Board
believes that it is appropriate to seek shareholders' approval for
the Delisting, in order to reduce overhead costs to very modest
levels for the period until the receipt of monies from the Mblox
escrow retention account. The Board will also seek to monetise any
value for the Company's other investments all of which are
currently written down to GBPnil, although there is no current
expectation that any value will be monetised.
Following the receipt of monies from the escrow retention
account (18 months after completion), referred to above, the
Board's current intention is that the Company would then appoint a
liquidator in order to effect a winding up and return of remaining
cash to shareholders.
3. Delisting
Reasons for the Delisting
Following the disposal of the Company's Mblox interests, and in
accordance with paragraph 5.6 of the AIM Note for Investing
Companies, which forms part of the AIM Rules, the Company has a
period of 12 months from the date of the disposal to implement its
investing policy. If this is not fulfilled, the Company's shares
will be suspended from trading on AIM.
However, the Board feels that with the Company's reduced size
and revenues, and its remaining investments (other than cash)
currently written down to GBPnil, the ongoing costs and regulatory
requirements of a quotation on AIM can no longer be justified, and
that greater shareholder value will ultimately be derived by
operating the Company's business without these burdens.
Additionally, it is unlikely that the Company could raise money
through a new share issue, removing one of the key attractions of
maintaining a quotation on AIM.
The Board therefore has no intention or wish to put forward a
new investing policy to Shareholders or to seek to undertake a
reverse takeover in accordance with the provisions of the AIM Rules
and has accordingly concluded that it is in the best interests of
Shareholders as a whole that the Delisting be approved.
Effect of Delisting and share dealing following the
Delisting
The principal effect of the Delisting is that Shareholders will
no longer be able to buy and sell shares in the Company through a
public stock market; that is, liquidity in the Company's shares
will be very limited.
However, the Company intends to use its reasonable endeavours to
facilitate introductions and communication among Shareholders who
wish to sell their Ordinary Shares and those persons who wish to
purchase Ordinary Shares. To do this, Shareholders or persons
wishing to acquire or sell Ordinary Shares will be able to leave an
indication with the Company that they are prepared to buy / sell
Ordinary Shares at a specified price. In carrying out such
introductions, the Company will not arrange transactions and will
take no responsibility to match up Shareholders wishing to sell and
purchase Ordinary Shares, and no responsibility in respect of the
time frame and manner in which introductions or communications (if
any) are made or as to the price at which any trades might take
place.
The Company intends to continue to keep Shareholders informed of
all material developments through its website and will continue to
produce annual audited accounts.
Process of Delisting
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the Delisting.
Under the AIM Rules, it is a requirement that the Delisting is
approved by the requisite majority of Shareholders voting at the
General Meeting (being not less than 75 per cent. of the votes
cast). Accordingly, the Resolution set out in the Notice of General
Meeting seeks Shareholders' approval to the Delisting. Subject to
the Resolution approving the Delisting being passed at the General
Meeting, it is anticipated that trading in the Ordinary Shares on
AIM will cease at close of business on 3 October 2016 with the
Delisting taking effect at 7:30am on 4 October 2016.
Upon the Delisting becoming effective, Panmure Gordon (UK)
Limited will cease to be nominated adviser to the Company and the
Company will no longer be required to comply with the rules and
corporate governance requirements to which companies admitted to
trading on AIM are subject including the AIM Rules.
Shareholders should note, however, that the Company will
nevertheless remain subject to the provisions of the City Code on
Takeovers and Mergers.
4. The General Meeting
Set out at the end of the Circular is a notice convening the
General Meeting to be held on 26 September 2016 at the offices of
Berwin Leighton Paisner LLP, St Magnus House, 3 Lower Thames
Street, London EC3R 6HE at 11.00a.m., at which the Resolution will
be proposed.
The Resolution, which will be proposed as a special resolution,
is to approve the Delisting.
5. Recommendation
The Directors consider the Delisting to be in the best interests
of the Company and its Shareholders as a whole and, accordingly,
unanimously recommend Shareholders to vote in favour of the
Resolution to be proposed at the General Meeting as they intend to
do in respect of their beneficial holdings amounting, in aggregate,
to 1,142,363 ordinary shares of the Company, representing
approximately 14.2 per cent. of the existing issued ordinary share
capital of the Company.
Yours faithfully
P.J. Crawford
Chairman
Avanti Capital plc
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Act" the Companies Act 2006 (as
amended)
"AIM" the AIM Market operated by
the London Stock Exchange
"AIM Rules" the AIM Rules for Companies
published by the London Stock
Exchange from time to time
"Capita Asset Capita Asset Services Limited,
Services" or registrars to the Company
"Registrars"
"Company" Avanti Capital plc, a company
incorporated and registered
in England and Wales under
the Companies Act 1985 with
registered number 03319365
"CREST" the system for paperless settlement
of trades and the holding of
uncertificated securities administrated
through Euroclear
"Delisting" the cancellation of admission
of the Ordinary Shares to trading
on AIM
"Directors" or the directors of the Company
"Board" or any duly authorised committee
thereof
"Euroclear" Euroclear UK and Ireland Limited,
the operators of CREST
"Form of Proxy" the form of proxy for use by
Shareholders in connection
with the General Meeting and
which is appended at the end
of this document
"FSMA" the Financial Services and
Markets Act 2000 (as amended)
"General Meeting" the general meeting of the
Company to be held at the offices
of Berwin Leighton Paisner
LLP, St Magnus House, 3 Lower
Thames Street, London EC3R
6HE at 11 a.m. on 26 September
2016, or any adjournment thereof,
notice of which is set out
at the end of the Circular
"Group" the Company, its subsidiaries
and its subsidiary undertakings
"London Stock London Stock Exchange plc
Exchange"
"Notice of General the notice convening the General
Meeting" Meeting and which is set out
at the end of the Circular
"Ordinary Shares" ordinary shares of GBP0.01
each in the capital of the
Company
"Prospectus Rules" the Prospectus Rules brought
into effect on 1 July 2005
pursuant to Commission Regulation
(EC) No. 809/2004
"Resolution" the resolution to be proposed
at the General Meeting as set
out in the Notice of General
Meeting
"Shareholders" the registered holders of ordinary
shares of the Company
"Takeover Code" the City Code on Takeovers
and Mergers
"UK" the United Kingdom of Great
Britain and Northern Ireland
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUBASRNKAWAAR
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