Avanti Capital : Notice of EGM

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

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 £2.16m based on the exchange rate of £1 = $1.32 that existed at time of conversion to sterling). The balance of the consideration of approximately US$0.9m (approximately £0.7m assuming the same exchange rate of £1=$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 £132,000 (excluding VAT) and a carried interest payment of approximately £850,000, of which £645,000 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 £1.8m. 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 £nil, 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 £nil, 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 endeavoursto 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