AVN.L Regulatory News (AVN)

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This announcement contains Inside Information

For immediate release

Avanti Communications Group plc

Announces Expiration of Consent Solicitation, New Money Offer and Exchange Order

23 January 2017

Avanti Communications Group plc (the "Company") today announces that its previously announced (1) consent solicitation (the "Consent Solicitation") to permit, among other things, the incurrence of up to $132.5 million in super senior indebtedness and the payment of PIK interest on its 10% Senior Secured Notes due 2019 (the "Existing Notes") in lieu of cash for certain future interest payments due on the Existing Notes, (2) offer to holders of its Existing Notes the opportunity to purchase up to $132.5 million aggregate principal amount of 10%/15% Senior Secured Notes due 2021 (the "PIK Toggle Notes") (the "New Money Offer") and (3) offer to holders participating in the New Money Offer to exchange a portion of their Existing Notes for additional PIK Toggle Notes (the "Exchange Offer" and, together with the Consent Solicitation and the New Money Offer, the "Transaction"), expired at 11:59 p.m., New York time, on 19 January 2017 (the "Expiration Time").

The Consent Solicitation, New Money Offer and Exchange Offer were made pursuant to the terms and subject to the conditions set forth in the consent solicitation statement, exchange offer and new money offer memorandum (the "Memorandum") dated 20 December 2016.

At the Expiration Time, the Company had received consents from holders representing 93.91% in aggregate principal amount of the Existing Notes in connection with the Consent Solicitation and holders representing approximately 92% in aggregate principal amount of the Existing Notes had elected to participate in the New Money Offer and validly tendered their Existing Notes in connection with the Exchange Offer.

The settlement date for the Consent Solicitation and the New Money Offer is expected to be 26 January 2017, at which time the Company will (1) make a consent payment of $2.50 per $1,000 principal amount of Existing Notes, to be paid in the form of cash, to holders who validly delivered a consent in connection with the Consent Solicitation prior to 11:59 p.m., New York time, on 4 January 2017 and (2) issue $82.5 million in aggregate principal amount of PIK Toggle Notes to holders that validly participated in the New Money Offer. The settlement date for the Exchange Offer will be promptly thereafter, at which time the Company will accept for exchange Existing Notes validly tendered and not validly withdrawn prior to the Expiration Time in accordance with the terms of the Exchange Offer.

Any questions or requests for assistance related to the Consent Solicitation, Exchange Offer or New Money Offer may be directed to D.F. King & Co., Inc., the information and tabulation agent in connection with the Transaction, at avn@dfking.com or 1-(800)-949-2583 (U.S. toll-free) or 1-(212)-269-5550 (U.S. collect).

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.

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