INC.L Regulatory News (INC)

27 Feb 2007 12:34

Avanti Screenmedia Group PLC27 February 2007 27 February 2007 Avanti Screenmedia Group plc ("Avanti" or the "Company") Acquisition of Active Media Capital Limited ("AMC") Avanti Screenmedia Group plc (AIM: ASG.L), the UK satellite media andtelecommunications business, announces that it has today purchased the entireissued share capital of Active Media Capital Limited in exchange for the issueof 1,275,774 ordinary shares in Avanti, to the shareholders of AMC, issuedcredited as fully paid. AMC is a private investor company created in 2000 and was one of the originalinvestors in Avanti. It acquired its interest in the Company in June 2004 in thecourse of a reconstruction prior to the flotation of Avanti on AIM. AMC's onlyassets are 1,275,774 ordinary shares in Avanti. The directors of Avanti own, in aggregate, 43.6 per cent. of AMC and the balanceis owned by 27 private investors. While the private investors wish to be able torealise their investment by gaining direct access to the underlying Avantishares, the Avanti Directors would prefer to retain their holdings for the longterm. A simple distribution of the Avanti shares, however, would result insignificant tax consequences for AMC and its shareholders and a significantproportion of the shares would need to be sold to provide funds to meet thoseliabilities. In order to avoid a forced sale of these shares and to satisfy the needs of bothparties, the Board of Avanti proposed resolutions at the annual general meeting(the "AGM") of the Company on 30th October 2006 to enable Avanti to acquire theentire share capital of AMC and to subsequently purchase the 1,275,774 deferredshares held by AMC in the Company . These resolutions were duly passed at theAGM and now that the acquisition of AMC has been completed, the 1,275,774ordinary shares held by AMC in Avanti will, pursuant to the terms of theresolutions, be converted into deferred shares and, as the Share PurchaseAgreement referred to in special resolution 2 of the AGM has also today beenexecuted, the 1,275,774 deferred shares have been purchased and cancelled,resulting in a nil net increase in issued share capital of the Company. The transaction therefore has no dilutive effect upon other Avanti shareholders,and the costs incurred in connection with the purchase of AMC have been borne bythe AMC shareholders. With the exception of the directors below, who are shareholders of AMC andtherefore related parties, the directors of Avanti consider, having consultedwith its nominated adviser, that the terms of the transaction are fair andreasonable so far as shareholders are concerned. The acquisition by Avanti, pursuant to the Share Exchange Agreement referred toin Resolution 5 of the AGM, of shares in AMC includes purchases from thefollowing persons, being directors, or persons connected with directors, ofAvanti: Name Number of ordinary shares in Avanti owned through AMC D.J. Williams 278,807D.A. Foster 108,491D.A, and J.M. Foster jointly (as trustees) 57,338D.J. Bestwick 17,918F.E.J.G. Brackenbury, CBE 68,004Brackenbury Leisure Limited 25,516 The overall beneficial holdings of the directors listed above remain unchangedfollowing the acquisition of AMC. Enquiries: Avanti Screenmedia Group plc 020 7749 1600David Williams, Chief Executive Smithfield 020 7360 4900Tania Wild Notes To Editors Avanti Screenmedia Group plc operates in two quite different divisions: Networksand Media. The Company is in the process of demerging its Networks business. NetworksThrough its Networks division, Avanti is the only UK domiciled broadcastsatellite operator with its first satellite, HYLAS, funded and underconstruction for launch in 2008/2009. In August 2005 Avanti was awarded by Ofcom the right to use the geo-stationaryorbital position at 33.5degreesW with 3.6Ghz of radio spectrum to operatesatellites. Avanti will use this to provide wholesale satellite services inEurope. MediaAvanti is the clear market leader in digital outdoor advertising, building anddeploying plasma screen networks in retail and leisure environments foradvertising, product promotion and customer entertainment. Avanti operates the UK's largest pub and shopping mall screenmedia network withapproximately 5,000 plasma screens installed throughout the country and inSeptember 2006 signed a groundbreaking deal to install plasma screens within 206SPAR convenience stores in the UK. In September 2006, Avanti won the advertising sales mandate for Setanta Sports.From August 2007 Setanta will broadcast English and Scottish Premiershipfootball into 45,000 pubs in the UK and Avanti has exclusive rights to selladvertising on this channel. Avanti listed on AIM, a market operated by the London Stock Exchange, on 9thJuly 2004, at an issue price of 130.0p. Avanti is included in the FTSE Mediasector and has a RIC code of ASG.L. This information is provided by RNS The company news service from the London Stock Exchange