GINV.L Regulatory News (GINV)

Global Invacom Acquires Leading U.S. Satellite Terminal Manufacturer Skyware For Up To US$11.6 Million

Strengthens Global Invacom's Leadership in Global Sat Comms Market

· Largest acquisition to date by SGX-Mainboard and UK AIM-listed Global Invacom will position enlarged group as a global leader in satellite communications ("Sat Comms") equipment

· Post-acquisition, Global Invacom will have world leading product suite of Sat Comms equipment and manufacturing locations in three continents - U.S., Europe and Asia

· Global Invacom will issue approximately US$6.6M in treasury shares and enter into an earn-out model - upto a maximum amount of US$5.0M cash - on completion of the transaction with North Carolina-based Skyware, whose vendors will hold 9.9% of former's share capital

Singapore, 2 June 2015 - Global Invacom Group Limited ("Global Invacom" or "the Group") today announces its intention to acquire Skyware Global ("Skyware"), a leading U.S. manufacturer of satellite terminals, for up to US$11.6 million by issuing approximately US$6.6 million in treasury shares and entering into a cash earn-out model to pay Skyware up to a maximum of US$5.0 million.

The transaction, the largest to date by Global Invacom, will position the enlarged Group listed on the Singapore Exchange ("SGX") Mainboard and the U.K. AIM Market as a world leader in satellite communications ("Sat Comms") equipment with manufacturing presences in U.S., Europe, and Asia.

Global Invacom will issue 27,957,828 treasury shares worth approximately US$6.6 million to Skyware's owners, Satellite Holdings LLC, based on a VWAP of S$0.3185 on 29 May 2015. Once completed, Satellite Holdings LLC will hold 9.9% (locked in for one year) of Global Invacom's issued share capital base of 282,402,299 shares.

Global Invacom will enter into an earn-out ("Earn-Out") model on completion of the transaction which will stipulate payment to Satellite Holdings LLC of an amount equivalent to approximately 0.5554 times of revenue in excess of US$52.3 million, up to a maximum earn-out of US$5 million, during the period 1 June 2015 to 31 May 2016. The Earn-Out, where payable, will be funded by the Company's internal resources.

The acquisition is subject to approval by SGX and Global Invacom shareholders at an extraordinary general meeting ("EGM") to be convened. An EGM circular will be sent to shareholders, following SGX approval, and will be notified at that time, together with notification of the expected acquisition completion timetable.

Skyware, based in North Carolina, is a leader in developing, designing and manufacturing Very Small Aperture Terminals ("VSAT"). For the year ended 31 December 2014, Skyware recorded revenue of approximately US$52 million.

Through this acquisition, Global Invacom will add Skyware as its U.S. manufacturing presence to its existing Sat Comms production footprint in Asia (China - two locations, Israel and Malaysia) and Europe (U.K. - two locations).

Skyware is the second acquisition by Global Invacom since its successful AIM Market listing in July 2014 which raised US$15 million in gross proceeds. Following the acquisition, Global Invacom will be the world's only full-service outdoor unit supplier, providing an extensive portfolio of products from antennas and electronics to accessories.

Together with Skyware's range of VSAT terminals and solutions for a wide range of Ka-band and direct-to-home satellite terminals, Global Invacom will assume a leading global position in the design and manufacture of Sat Comms equipment at a time of rising demand for internet connectivity globally.

Target geographies include pockets of South America and Europe and large areas of emerging markets that can only be connected substantially for calls, and high-speed internet via satellite, instead of fiber or cable.

Post-acquisition, Global Invacom will seek to improve Skyware's internal efficiencies at a time when a major customer is expected to launch two new satellites in 2016, which will lift the demand for VSAT terminals.

The acquisition offers a number of synergies and cost savings as Global Invacom intends to integrate the North Carolina plant with its global manufacturing footprint, streamline the U.S. supply chain (including warehouses) and procurement, and introduce Skyware's VSAT technology for the Ka-band to Asian markets.

The Group is confident it can return Skyware to profitability through the synergies created and cost savings as well as enhanced efficiencies and cross selling.

Commenting on the acquisition, Tony Taylor, Executive Chairman of Global Invacom, said, "This is a very exciting addition to the Group which enhances our position as a leader in the global Sat Comms market. The acquisition not only strengthens our presence in the U.S., but also complements our existing international footprint by bringing a new suite of products and expertise to address the global demand for Internet connectivity. The transaction demonstrates our commitment to grow the business through strategic acquisitions. We look forward to welcoming the Skyware team and working with them in continuing to develop and deliver world-class equipment."

Upon completion of the acquisition, the Company will enter into a service agreement - to be on terms and conditions acceptable to the Company - with Mr Gregory Jones, Partner of Edgewater Funds, subject to the completion of customary due diligence, whereby he will be appointed to the Board as a Non-Executive, Non-Independent Director.

Ends

About Global Invacom Group Limited

Global Invacom Group Limited ("Global Invacom") is listed on the Singapore Exchange Securities Trading Limited Mainboard ("SGX-ST") and its shares are admitted to trading on the AIM Market of the London Stock Exchange in the U.K..

Global Invacom is a fully integrated satellite equipment provider with six manufacturing plants across China, Israel, Malaysia and the U.K., providing a full range of dish antennas, LNB receivers, transmitters, switches and video distribution components and electronics manufacturing services in satellite communications, TV peripherals, computer peripherals, medical, and consumer electronics industries. Its customers include satellite broadcasters such as BSkyB of the U.K. and Dish Network of the U.S.A..

For more information please visit: www.globalinvacom.com

About Skyware Global

Skyware Global ("Skyware"), headquartered in North Carolina, is one of the leading U.S. design manufacturers of antenna systems and satellite broadband technology. Its business sits within the consistently expanding Sat Comms industry, backed by the rapid growth of the global satellite pay-TV industry.

The business offers a large portfolio and back catalogue of antennas, dishes and accessories in all operating bands, and is the leading supplier of high volume Direct-To-Home terminals, KA Broadband terminals and Enterprise VSAT terminals from 60cm to 2.4m. Skyware is underpinned by a leading U.S.-based engineering development team providing advanced R&D capabilities, and operates both a specialist regional and global sales force.

For more information please visit: www.skywareglobal.com

For media queries, please contact

Global Invacom Group Limited

Tony Taylor (Executive Chairman)

Matthew Garner (Chief Financial Officer)

8 Temasek Boulevard

#20-03 Suntec Tower Three

Singapore 038988

+65 6884 3423

On behalf of Global Invacom Group Limited:

WeR1 Consultants Pte Ltd (Singapore Financial PR)

Sheryl Sim, sheryl@wer1.net

Megan Lee, megan@wer1.net

+65 6737 4844

finnCap Ltd (Nominated Adviser and Joint Broker)

Ed Frisby/Christopher Raggett (Corporate Finance)

Rhys Williams (Corporate Broking)

+44 20 7220 0500

Mirabaud Securities LLP (Joint Broker)

Peter Krens (Equity Capital Markets)

+44 20 7878 3362

Bell Pottinger LLP (UK Financial PR)

David Rydell/Lucy Stewart/David Bass

+44 20 3772 2575

PROPOSED ACQUISITION OF SKYWARE GLOBAL

1. INTRODUCTION

The Board of Directors (the "Board") of Global Invacom Group Limited (the "Company", and together with its subsidiaries, the "Group") wishes to announce that the Company has on 1 June2015 entered into a share purchase agreement ("Share Purchase Agreement") with (i) Satellite Acquisition Corporation (the "Target", and together with its subsidiaries, the "Target Group"); and (ii) Satellite Holdings LLC (the "Vendor"), to acquire the entire issued and paid-up share capital of the Target ("Target Shares"), which does business as Skyware Global ("Skyware Global"), from the Vendor ("Proposed Acquisition").

2. KEY TERMS OF THE PROPOSED ACQUISITION

2.1 Consideration. The total consideration to be paid by the Company to the Vendor for the Target Shares shall equal to an amount of approximately US$11.6 million to be satisfied by way of:

(a) 27,957,828 ordinary shares ("Consideration Shares") of the Company, which shall represent approximately 9.9% of the total issued and paid-up share capital of the Company immediately following completion of the Proposed Acquisition ("Completion"), taking into account treasury shares. The value of the Consideration Shares as at 29 May 2015 is approximately US$6.6 million.

The value of the Consideration Shares is calculated on the basis of the volume-weighted average share price ("VWAP") of S$0.3185or US$0.2362 (based on an exchange rate of US$1.00 = S$1.3483) as at 29 May 2015, in accordance with Rule 1003(3) of the SGX-ST Listing Manual which states that where consideration is in the form of shares, the value of the consideration shall be determined by reference either to the market value of such shares or the net asset value represented by such shares, whichever is higher. Based on the audited financial statements of the Company for FY2014, the net asset value ("NAV") per share of the Company is approximately US$0.2233 per share. Therefore, the Company has used the VWAP as at 29 May 2015 to determine the value of the Consideration Shares.

As of the date of this Announcement, the Company has 24,953,000 treasury shares representing approximately 9.7% of the share capital of the Company excluding treasury shares. Pursuant to the Company's share buyback mandate obtained on 29 April 2015, the Company is authorised to purchase up to 25,744,930 ordinary shares of the Company during the period commencing 29 April 2015, the date of the Company's annual general meeting, and expiring on the date the next annual general meeting is or is required to be held, whichever is the earlier. Notwithstanding, pursuant to Section 76I of the Companies Act (Chapter 50), the maximum number of shares permitted to be held as treasury shares by the Company, a Singapore-incorporated company, cannot at any time exceed 10% of its total number of issued shares. Accordingly, the Company is authorised to only further purchase up to 3,287,230 ordinary shares of the Company, and hold the same as treasury shares.

The Proposed Acquisition contemplates the transfer of existing and to be acquired treasury shares to the Vendor as Consideration Shares. The Company will not be issuing and allotting any new ordinary shares for purposes of the Proposed Acquisition.

(b) Subsequent to Completion, an amount equal to approximately 0.5554 times of any revenue in excess of US$52,284,000earned by the Target and/or its subsidiaries during the period commencing on 1 June 2015 and ending on 31 May 2016, subject to a maximum cash earn-out of US$5,000,000 ("Earn-Out").

The Earn-Out, where payable, shall be paid using the Company's internal resources.

The Consideration was arrived at after arm's length negotiations and on a willing buyer and willing seller basis, taking into account, inter alia, the synergies between the Company and the Target Group, the business prospects of the Target Group, the value and industry experience of the management team of the Target Group.

2.2 Conditions Precedent. Completion is conditional upon certain customary conditions precedent having been satisfied, fulfilled and/or waived in accordance with the terms of the Share Purchase Agreement, including but not limited to:

(a) the approval of the Company shareholders at an extraordinary general meeting to be convened ("EGM") by way of ordinary resolution for the Proposed Acquisition;

(b) all of the representations and warranties of the Vendor, the Company and the Target set forth in the Share Purchase Agreement being true and correct in all material respects, and any such representations or warranties that are qualified by materiality or material adverse effect being true in all respects, at and as of the date of Completion ("Completion Date") or such earlier date as the representations or warranties may by their terms speak of;

(c) the Vendor, the Company and the Target having performed and complied in all material respects with each agreement, covenant and obligation required of it by the Share Purchase Agreement and its related documents to be so performed or complied with at or before the Completion Date;

(d) no action, suit or proceeding pending before any governmental authority wherein an order would (a) prevent consummation of any of the transactions contemplated by the Share Purchase Agreement and its related documents, (b) cause any of the transactions contemplated by the Share Purchase Agreement and its related documents to be rescinded following their consummation, (c) materially and adversely affect the right of the Company to own the Target and its subsidiaries or (d) materially and adversely affect the right of the Target and its subsidiaries to continue to own their respective assets and to operate their respective businesses (and no such order shall be in effect);

(e) the Vendor having delivered to the Company an officer's certificate to the effect that the Vendor and the Target have in all respects satisfied the conditions in respect of themselves referred to in 2.2 (b), (c) and (d) above, and the Company having delivered to the Vendor an officer's certificate to the effect that the Company has in all respects satisfied the conditions in respect of itself referred to in 2.2 (b), (c) and (d) above;

(f) all members of the boards of directors or equivalent governing body and such officers of the Target and its subsidiaries having tendered, effective as of the Completion Date, their resignations as such directors or equivalent governing positions and officers;

(g) the Vendor having delivered to the Company certified copies of the resolutions duly adopted by the board of directors or equivalent governing body of the Target and the Vendor, as applicable, authorising the execution, delivery and performance of the Share Purchase Agreement and its related documents to which the Target or the Vendor, as applicable, is a party, and the consummation of all of the transactions contemplated thereby;

(h) the Company having delivered to Vendor certified copies of the resolutions duly adopted by the board of directors or equivalent governing body of the Company and the resolutions duly adopted by the Shareholders of the Company authorising the execution, delivery and performance of the Share Purchase Agreement and its related documents to which the Company is a party, and the consummation of all of the transactions contemplated thereunder;

(i) the Vendor having delivered, or caused to have been delivered, to the Company all of the items required to have been delivered at the Completion Date, and the Company having delivered, or caused to have been delivered to Vendor, all of the items required to have been delivered at the Completion Date;

(j) the Company having, subject to completion of reasonable due diligence, (a) appointed Gregory Jones to serve as a director on the board of directors of the Company, (b) received all relevant consents and approvals required in order to make effective such appointment and (c) delivered to the Vendor evidence reasonably acceptable to the Vendor of such appointment and receipt of such consents and approvals;

(k) the Company having entered into and obtained a fully executed copy of the third amendment to the Credit Agreement (as defined below), together with the relevant documentation for the release of the Vendor and its direct or indirect equity holders from all of its and their respective obligations under the Credit Agreement, in each case duly executed by each of the relevant parties thereto; and

(l) the Vendor having delivered to the Company a fully executed copy of a guarantee pursuant to which Edgewater Growth Capital Partners II, L.P. shall guarantee US$1,500,000 of the amounts outstanding under the revolving credit, term loan and security agreement dated 23 December 2013 between Raven Antenna Systems, Inc. and any such person joined thereto as a borrower from time to time, collectively, the financial institutions from time to time parties thereto as lender and PNC Bank, National Association, as agent for the lenders, as amended (the "Credit Agreement").

2.3 Lock-Up Restrictions. The Vendor agrees that for a period of one (1) year after Completion, it will not, without the prior written consent of the Company, which may withhold its consent in its sole discretion, (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the shares of the Company currently or hereafter owned either of record or beneficially by the Vendor or any affiliate thereof; or (ii) publicly disclose the intention to make any such offer, sale, pledge or disposal; Provided, that the foregoing restriction shall cease to be effective immediately upon (x) the consummation of a change in control of the Company or the Target Group, other than any such change of control occurring as a result of an internal reorganisation of the Company or the Target Group; or (y) Anthony Brian Taylor ceasing to be the Executive Chairman of the Company, or any successor entity of the Company.

3. SKYWARE GLOBAL

Skyware Global is a leading designer and manufacturer of satellite antenna products covering C-band, Ku-band and the emerging Ka-band frequency platforms. Its range of products include consumer broadband equipment providing connectivity to customers for internet access, antennas and mounts for virtual private networks and rural telecommunications, and direct-to-home antennasfor home satellite systems.

Skyware Global collaborates to deliver the cutting-edge, "bundled" outdoor solutions to existing and new customers. In addition to hardware, Skyware Global provides solutions-based services such as turn-key design, engineering, product integration and program management. Skyware Global also offers a variety of value-added services such as radio frequency testing, fulfillment, and logistics. For further information on Skyware Global, please visit www.skywareglobal.com.

4. RATIONALE FOR THE PROPOSED ACQUISITION

Commercial Value of Skyware Global

The Board believes that the Proposed Acquisition will expand the Company's geographical reach and access to global broadcasters, as well as its suite of technological capabilities.

Skyware Global operates an extensive production facility in a low labour cost area in the United States and manufactures a broad array of products, which include both metal and sheet moulding composite (SMC) dishes in the C, Ku and Ka bands and their related accessories. Skyware Global's manufacturing capability is further enhanced by a keen emphasis on technological research and development through an on-site state-of-the-art near-field test chamber. Skyware Global also maintains a highly experienced specialist sales force in the satellite broadband (VSAT) sector, a strong United States-based development team led by a highly respected industry figure, and a capable and enthusiastic management team. Through the years, Skyware Global has developed and continues to build on relationships with established broadcasters.

The Board believes that Skyware Global's extensive experience in the United States will further the Company's strategic plans and on-going efforts to become a leading global satellite communications player, with manufacturing operations and a combined sales force across Asia, Europe and the Americas. With the integration of Skyware Global into the Company's business operations and the new range of complementary products and services, the Company will be able to present itself to the world as a global one-stop service provider.

Given the synergy and efficiencies which will be created by the addition of Skyware to the business of the Company, the Board believes that the Proposed Acquisition will enhance shareholder value through a growth in earnings, profits and share price over the long term, and therefore is in the interests of and beneficial to the Group.

Opportunistic Acquisition by the Company

The Board further believes the Proposed Acquisition is opportunistic as the new senior management of Skyware Global (who were recruited in the last two years) has shifted from its earlier strategy, which was focused on rapid top line sales growth at the expense of Skyware Global's bottom line. The new direction adopted by the new senior management of Skyware Global instead focuses on the maintenance and growth of sustainable business relationships with key broadcasters. Central to this has been a focus on higher end high precision Ka-band dishes (VSAT or data over satellite dishes) with market leading vendors.

The pro forma result has been a gross margin improvement from approximately 16% in the financial year ended 31 December 2012 to approximately 24% in the financial year ended 2014, with sales over the same period reduced from approximately US$79 million to US$52 million. The Board notes that while Skyware Global is still loss-making, it has to-date made a significant improvement in its bottom line pursuant to its senior management's new business approach. For the avoidance of doubt, the Board intends to retain the services of the senior management of Skyware Global to manage Skyware Global upon completion of the Proposed Acquisition.

The Board is confident that through synergies, cross selling and other efficiencies in manufacturing, sourcing, and logistics, Skyware Global can be made to break even in a reasonably short timescale, and return to profitably thereafter. To date, an improvement to the Skyware Global's financial performance has been achieved by reducing manufacturing costs while at the same time investing for the long term. Skyware Global has assembled a strong and capable technical R&D team and has developed a sophisticated product range and test facilities.

5. MAJOR TRANSACTION

5.1 Relative Figures. The relative figures of the Proposed Acquisition computed on the bases set out in Rule 1006(a) to (d) of the SGX-Mainboard Listing Manual are as follows:

Notes:

(1) The audited net loss attributable to the Target for the financial year ended 31 December 2014 was US$4,725,000, whereas the audited net profit attributable to the Group for the financial year ended 31 December 2014 was US$5,513,000. Net profit/(loss) is defined as profit or loss before income tax, minority interest and extraordinary items.

(2) Based on the VWAP of S$0.3185 or US$0.2362 (based on an exchange rate of US$1.00 = S$1.3483) as at 29 May 2015 (Source: Bloomberg), the 27,957,828 Consideration Shares have a market value of approximately US$6,604,000. Based on the audited financial statements of the Company for FY2014, the NAV per share of the Company is approximately US$0.2233 per share. The NAV represented by the Consideration Shares would amount to approximately US$6,243,000. Pursuant to Rule 1003(3) of the Listing Manual, the market value represented by the Consideration Shares was used to compute the relative figures for Rule 1006(c). A maximum Earn-Out amount of US$5,000,000 has been included for the purposes of computing the aggregate consideration for the Proposed Acquisition. The market capitalisation of US$60,810,000 is derived from the volume weighted average price of S$0.3185 or US$0.2362 (based on an exchange rate of US$1.00 = S$1.3483) per share as at 29 May 2015 (Source: Bloomberg).

(3) Based on the 27,957,828 Consideration Shares to be transferred as part of the consideration for the Proposed Acquisition and the 257,449,299 existing issued ordinary shares in the share capital of the Company excluding treasury shares. The Consideration Shares are to be satisfied by way of, inter alia, the transfer of all the existing treasury shares currently held by the Company. If the existing treasury shares were to be included in the computation of the share capital of the Company, the relative figure under Rule 1006(d) would be equal to 9.90%.

5.2 Major Transaction. The Board notes that the relative figures under Rules 1006(b) (read with Rule 1007) of the Listing Manual exceed 20%. Accordingly, the Proposed Acquisition constitutes a "Major Transaction" under Chapter 10 of the SGX-Mainboard Listing Manual, and shall be subject to shareholders' approval.

6. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION

6.1 Assumptions

The pro forma financial effects of the Proposed Acquisition set out below are purely for illustration purposes only and do not reflect the actual future financial situation of the Company or the Group after completion of the Proposed Acquisition.

The pro forma financial effects of the Proposed Acquisition presented below:

(a) have been calculated on the assumption that the maximum Earn-Out of US$5,000,000 is payable as part of the consideration;

(b) have been prepared based on the audited consolidated financial statements of the Group and the audited consolidated financial statements of the Target for the financial year ended 31 December 2014;

(c) have not taken into account the expenses for the Proposed Acquisition; and

(d) assumes that the Proposed Acquisition had been completed (i) on 1 January 2014 for illustrating the financial effects on the earnings per share ("EPS") of the Group; and (ii) on 31 December 2014 for illustrating the financial effects on the net tangible asset ("NTA") per share of the Group.

6.2 NTA per share

6.3 EPS

7. INTERESTS OF DIRECTORS AND/OR CONTROLLING SHAREHOLDERS

None of the directors (other than in his capacity as a director or shareholder of the Company) and controlling shareholders of the Company has any interest, direct or indirect, in the Proposed Acquisition.

To the best of the knowledge of the Board, there are no controlling shareholders in the Company (other than in their respective capacities as a shareholder of the Company) who has any interest, direct or indirect, in the Proposed Acquisition.

8. DOCUMENTS FOR INSPECTION

A copy of the Share Purchase Agreement will be made available for inspection during normal business hours at the registered office of the Company at 8 Temasek Boulevard, #20-03 Suntec Tower Three, Singapore 038988 for three (3) months from the date of this Announcement.

9. SERVICE CONTRACTS

Save as described below, there are no directors who are proposed to be appointed as a director of the Company in connection with the Proposed Acquisition.

As a Condition Precedent to Completion, the Company will enter into a service contract with Mr Gregory Jones, subject to completion of customary due diligence, such service agreement to be on terms and conditions acceptable to the Company, pursuant to which Mr Gregory Jones, Partner of Edgewater Funds,shall be appointed to the Board as a non-executive non-independent director.

10. Caution in tradinG

Shareholders are advised to continue exercising caution in trading their shares and to read this Announcement together with all other existing and future announcements by the Company in relation to the Proposed Acquisition carefully. Shareholders should consult their stock brokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take.

11. RESPONSIBILITY STATEMENT

The directors of the Company ("Directors") (including those who may have delegated detailed supervision of the preparation of this Announcement) collectively and individually accept full responsibility for the accuracy of the information given in this Announcement (other than information relating to the Skyware Global) and confirm, after making all reasonable enquiries that to the best of their knowledge and belief, the facts stated and opinions expressed herein (other than information relating to the Skyware Global) are fair and accurate in all material respects as at the date hereof, and that there are no material facts the omission of which would make this Announcement misleading. Where any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement.

BY ORDER OF THE BOARD

Anthony Brian Taylor

Executive Chairman

2 June 2015