TIDMAVA
RNS Number : 3645Z
Avanti Capital PLC
06 February 2014
Avanti Capital plc News Announcement
Avanti Capital plc - Proposed Capital Reduction and Share Buy
Back Authority
Avanti Capital plc
6 February 2014
Avanti Capital plc
(the "Company")
Proposed Capital Reduction
Authority for the purchase of ordinary shares by the Company
and
Notice of General Meeting
London, UK, 6 February 2014 - The Company (AIM: AVA) announces
that it is today posting an explanatory circular (the "Circular")
to the shareholders of the Company containing details of a proposed
reduction of the Company's capital (the "Capital Reduction") and a
request for shareholder authority to refresh the Company's existing
authority for the Company to make market purchases of its ordinary
shares, together with formal notice of the requisite general
meeting (the "General Meeting") to be held at the offices of the
Company's legal advisers, Berwin Leighton Paisner LLP, Adelaide
House, London Bridge, London EC4R 9HA at 11.00 a.m. on 5 March
2014.
The Circular together with the notice of the General Meeting
will shortly be made available on the Company's website at
www.avanticap.com.
Highlights
-- The Company proposes to increase the distributable reserves
of the Company by means of the Capital Reduction in order to
support the Company's ability to buy back ordinary shares of the
Company and/or pay dividends in the future (should circumstances in
the future make it desirable to do so).
-- The Capital Reduction will comprise the:
o capitalisation of the amount standing to the credit of the
Company's merger reserve by way of the issue and subsequent
cancellation of new B ordinary shares of the Company;
o subsequent cancellation of the newly created B ordinary shares of the Company;
o cancellation of the amount standing to the credit of the
Company's capital redemption reserve account; and
o reduction of the Company's share capital.
-- As announced by the board of directors of the Company on 7
January 2014, one purpose of the Capital Reduction is to maximise
the amount of the Company's distributable reserves to enable the
Company to fulfil its intention in making a payment of the balance
of the intended dividend of GBP1.05 per ordinary share of the
Company to those shareholders on the register of the Company on the
as at 27 December 2013. The balance of such intended dividend
payment represents 43 pence per ordinary share of the Company.
Another purpose of the Capital Reduction is to create further
distributable reserves in order to permit any potential dividend
payments or share purchases that the Company may wish to make
following future realisations of its investments.
-- Other than the intended dividend payment, the Capital
Reduction itself will not involve any distribution or repayment of
capital or share premium by the Company and will not in itself
reduce the underlying net assets of the Company.
-- In order to facilitate a buy back of the ordinary shares of
the Company at a future date, the board of directors of the Company
is also seeking shareholder authority to refresh the Company's
existing authority for the Company to make market purchases of
ordinary shares of the Company in accordance with the Companies Act
2006 (the "Share Buy Back Authority").
-- There is no current intention for the Company to exercise the
Share Buy Back Authority. The Directors intend to exercise this
right only when, in light of the market conditions prevailing at
the time and taking into account all relevant factors (for example,
the effect on earnings per share), they believe that such purchases
are in the best interests of the Company and its shareholders
generally.
The Directors consider the Capital Reduction and Share Buy Back
Authority to be in the best interests of the Company and its
shareholders as a whole and, accordingly, unanimously recommend the
shareholders of the Company to vote in favour of the resolutions 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.
TIMETABLE OF EXPECTED EVENTS
Publication of the Circular 6 February 2014
Latest time and date for receipt of 11.00 a.m. on 3 March 2014
Form of Proxy
General Meeting 11.00 a.m. on 5 March 2014
Capital Reduction Record Time 6.00 p.m. on 25 March 2014(*)
Court directions hearing 13 March 2014*
Court hearing to confirm the Capital 26 March 2014(*)
Reduction
Registration of Court order and effective 27 March 2014(*)
date of the Capital Reduction
(*) This date is subject to change. Any change will be notified
via a Regulatory Information Service.
Unless otherwise defined, capitalised terms used in this
announcement have the meanings given to them in the Circular.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser to the Company in relation to the transaction
referred to in this announcement. The responsibilities of Canaccord
Genuity Limited as the Company's nominated adviser under the AIM
Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to
any other person. Persons reading this announcement should note
that Canaccord Genuity Limited will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for advising any other person on the arrangements
described in this announcement. Canaccord Genuity Limited has not
authorised the contents of, or any part of, this document and no
liability whatsoever is accepted by it for the accuracy of any
information or opinion contained in this announcement or for the
omission of any information.
Enquiries:
Avanti Capital plc
Richard Kleiner +44 (0)20 7299 1459
Canaccord Genuity Limited
Bruce Garrow / Joe Weaving +44 (0)20 7523 8350
1 Introduction
I am writing in connection with proposals recommended by the
Board in order to increase the distributable reserves of the
Company in order to support the Company's ability to buy back
ordinary shares of the Company and/or pay dividends in the
future.
The background to and reasons for the Capital Reduction and
seeking authority for a Share Buy Back are set out more fully in
paragraph 3 below. The Board believes it is an appropriate time to
create distributable reserves which would allow the Company to
return cash to Shareholders, should it be considered desirable to
do so in the future.
Accordingly, your approval is being sought to:
(a) carry out a reduction of the Company's capital by way of:
(i) the capitalisation of the amount standing to the credit of
the Company's merger reserve by way of the issue and subsequent
cancellation of the Capital Reduction Shares;
(ii) the cancellation of the amount standing to the credit of
the Company's capital redemption reserve account; and
(iii) the reduction of the Company's share capital,
so as to create distributable reserves; and
(b) authorise the Company to make market purchases of ordinary shares of the Company.
The Capital Reduction and any Share Buy Back are conditional
upon, amongst other things, the Company obtaining appropriate
Shareholder approval at the General Meeting.
The purpose of this announcement is to provide you with
information about the background to and the reasons for the Capital
Reduction and the Share Buy Back Authority, to explain why the
Board considers the Capital Reduction and Share Buy Back Authority
to be in the best interests of the Company and its Shareholders as
a whole and why the Board unanimously recommend that you vote in
favour of the Resolutions to be proposed at the General Meeting,
notice of which is set out at the end of the Circular. Shareholders
should note that, unless the Resolutions are approved at the
General Meeting (and the Court confirms the Capital Reduction), the
Capital Reduction will not take place.
2 Background to and reasons for the Capital Reduction
Following the realisation by the Company in December last year
of its investment in Eclectic Bars Limited, following Eclectic Bar
Group Limited's admission to trading on AIM, the Board announced an
intention to make an interim dividend of GBP1.05 per ordinary share
of the Company (GBP8,427,040) to those Shareholders on the register
of the Company as at 27 December 2013. As announced by the Board on
7 January 2014, due to the size of the intended dividend payment
relative to the Company's reserves, it is necessary for the Company
to increase its distributable reserves in order to effect the
payment of such intended dividend in full.
An initial dividend of 62 pence per ordinary share of the
Company (GBP4,976,000) has already been paid to qualifying
Shareholders in satisfaction of part of the intended dividend
payment. Accordingly, as announced by the Board on 7 January 2014,
one purpose of the Capital Reduction is to create sufficient
distributable reserves in order to, upon such Capital Reduction
becoming effective, enable the payment of the balance of such
intended dividend, representing 43 pence per ordinary share of the
Company.
Accordingly, the background to and reasons for the Capital
Reduction is to maximise the amount of the Company's distributable
reserves to deal not only with the ability for the Company to
fulfil its intention in making a payment of the balance of the
intended dividend of GBP1.05 per ordinary share of the Company
originally announced in December 2013, but also to create further
distributable reserves in order to permit any potential dividend
payments or share purchases that the Company may wish to make
following future realisations of other investments.
As a result of the Capital Reduction, any future profits of the
Company earned after the date on which the Capital Reduction takes
effect would be available for the Directors to use for the purposes
of buying back ordinary shares of the Company and/or paying
dividends (should circumstances in the future make it desirable to
do so).
Following the implementation of the Capital Reduction, there
will be no change in the number of ordinary shares of the Company
in issue. No new share certificates will be issued as a result of
the Capital Reduction.
3 The Capital Reduction
The Company does not have sufficient distributable reserves to
effect the Board's proposals to pay dividends, buy back ordinary
shares of the Company and/or to return cash to Shareholders, should
it be considered desirable to do so in the future. The Board
therefore proposes that the Capital Reduction be effected in order
to increase the distributable reserves of the Company.
It is proposed that:
-- the amount standing to the credit of the Company's merger reserve in the sum of GBP2,044,726.31 is capitalised by way of a bonus issue of newly created Capital Reduction Shares;
-- the newly created Capital Reduction Shares are cancelled;
-- the amount standing to the credit of the Company's share
capital redemption reserve (such amount being, as at 30 June 2013,
GBP1,409,004 is cancelled; and
-- the share capital of the Company be reduced from
GBP4,815,451.20 divided into 8,025,752 ordinary shares of 60 pence
each, to GBP80,257.52 divided into 8,025,752 ordinary shares of 1
pence each, and that the resulting sum of GBP4,735,193.68 be
credited to the distributable reserves of the Company.
In addition to the approval by the Shareholders of the
Resolutions, the Capital Reduction requires the approval of the
Court. Accordingly, following approval of the Capital Reduction by
Shareholders, an application will be made to the Court in order to
confirm and approve the Capital Reduction. The Capital Reduction,
if approved by the Court, will create realised profits of
GBP8,188,924.
In seeking the Court's approval of the Capital Reduction, the
Court is likely to require protection for the creditors (including
contingent creditors) of the Company whose debts remain outstanding
on the relevant dated, except in the case of creditors which have
consented to the Capital Reduction. Any such creditor protection
may include seeking the consent of the Company's creditors to the
Capital Reduction or the provision by the Company to the Court of
an undertaking to deposit a sum of money into a blocked account
created for the purpose of discharging the non-consenting creditors
of the Company. The Company currently owes no more than GBP45,000
to its creditors and has a provision in its audited accounts for
the financial period ended 30 June 2013 of GBP2,554,000 in respect
of carried interest due by the Company and its subsidiary, Avanti
Partners NV, to Odyssey Partners Limited in connection with the
management of the group's portfolio. Following the payment to
Odyssey Partners Limited of part of such outstanding carried
interest, there is, a contingent liability in the sum of
GBP1,640,000 that remains provided for as owing to Odyssey Partners
Limited. This amount is based on the remaining investments
realising proceeds which are equivalent to the values as reflected
in the audited accounts for the financial period ended 30 June
2013. As at the date of this announcement, consent to the Capital
Reduction has been obtained from Odyssey Partners Limited in
respect of such amount.
It is anticipated that the initial directions hearing in
relation to the Capital Reduction will take place on 13 March 2014,
with the final Court Hearing taking place on 26 March 2014 and the
Capital Reduction becoming effective on the following day,
following the necessary registration of the Court Order at
Companies House. Thereafter, the Company intends to make
arrangements to immediately declare and pay the 43 pence per share
being the balance of the GBP1.05 per share referred to previously
in this announcement.
Other than the intended dividend referred to in paragraph 2
above, the Capital Reduction itself will not involve any
distribution or repayment of capital or share premium by the
Company and will not reduce the underlying net assets of the
Company. The distributable reserves arising on the Capital
Reduction will, subject to the discharge of any undertakings
required by the Court as explained below, support the Company's
ability to buy back ordinary shares of the Company and/or pay
dividends, should circumstances in the future make it desirable to
do so.
The Board reserves the right to abandon or to discontinue (in
whole or in part) the application to the Court in the event that
the Board considers that the terms on which the Capital Reduction
would be (or would be likely to be) confirmed by the Court would
not be in the best interests of the Company and/or the Shareholders
as a whole. The Directors have undertaken a thorough and extensive
review of the Company's liabilities (including contingent
liabilities) and consider that the Company will be able to satisfy
the Court that, as at the date (if any) on which the Court Order
relating to the Capital Reduction and the statement of capital in
respect of the Capital Reduction have both been registered by the
Registrar of Companies at Companies House and the Capital Reduction
therefore become effective, the Company's creditors will be
sufficiently protected.
4 Share Buy Back
In order to facilitate a Share Buy Back at a future date, the
Board is seeking the authority of Shareholders to enable the
Company to purchase ordinary shares of the Company in the market in
accordance with the Act. The terms of the Share Buy Back Authority
are set out in full in Resolution 2 as set out in the Notice of
General Meeting.
The Share Buy Back Authority replaces the existing share buy
back authority granted to the Directors at the Company's last
annual general meeting held on 12 December 2013 in order to reflect
a reduction in the minimum price that can be paid for an ordinary
share of the Company from its current nominal value of 60 pence to
1 pence. The Share Buy Back Authority will be limited to a maximum
of 802,500 ordinary shares of the Company (representing
approximately 10 per cent. of the total issued ordinary share
capital of the Company as at the date of this announcement).
Ordinary shares so purchased may be cancelled or held as treasury
shares. The authority will expire at the end of the next Annual
General Meeting of the Company or 18 months from the passing of
Resolution 2, whichever is the earlier. The Directors intend to
seek renewal of the Share Buy Back Authority at future Annual
General Meetings of the Company.
The minimum price that can be paid for an ordinary share of the
Company is 1 pence, which will be the nominal value of an ordinary
share of the Company following the Capital Reduction. The maximum
price that can be paid is 5 per cent. over the average of the
middle market prices for an ordinary share of the Company, derived
from the Daily Official List of the London Stock Exchange, for the
five business days immediately before the day on which the ordinary
share is contracted to be purchased. The Directors intend to
exercise this right only when, in light of the market conditions
prevailing at the time and taking into account all relevant factors
(for example, the effect on earnings per share), they believe that
such purchases are in the best interests of the Company and
Shareholders generally. The overall position of the Company will be
taken into account before deciding upon this course of action. The
decision as to whether any such ordinary shares of the Company
bought back will be cancelled or held in treasury will be made by
the Directors on the same basis at the time of the purchase.
5 The Capital Reduction Bonus Issue and the rights of the Capital Reduction Shares
It is proposed to capitalise the sum of GBP2,044,726.31 standing
to the credit of the Company's merger reserve by applying that sum
in paying up in full new Capital Reduction Shares prior to the
Court Hearing (such capitalisation to take effect at the Capital
Reduction Record Time), and allotting and issuing such Capital
Reduction Share by way of a bonus issue to the persons at that
point holding ordinary shares of the Company on the basis of one
Capital Reduction Share for every one ordinary share of the Company
held at the Capital Reduction Record Time.
The Capital Reduction Shares will not be admitted to trading on
the Main Market of the London Stock Exchange, AIM or any other
market. No share certificates will be issued in respect of the
Capital Reduction Shares. The Capital Reduction Shares will have
extremely limited rights. In particular, the Capital Reduction
Shares will carry no rights to participate in the profits of the
Company and no rights to participate in the Company's assets, save
on a winding-up. The Capital Reduction Shares will be transferable,
but no market will exist in them and it is anticipated that the
Court will confirm their cancellation at the Court Hearing on the
day immediately after the date on which they have been issued.
The capitalisation of the merger reserve is needed as an
additional step since the Court only has the power to reduce share
capital and other statutory reserves, including share premium and
capital redemption reserves. Hence, in order to utilise the merger
reserve in the Capital Reduction, it is necessary to convert that
reserve into share capital (the new Capital Reduction Shares) and
thereafter to cancel the Capital Reduction Shares.
6 Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires an
interest (as such term is defined in the Takeover Code) in shares
which, taken together with the shares in which he and persons
acting in concert with him are interested, carry 30 per cent. or
more of the voting rights in a company that is subject to the
Takeover Code is normally required to make a general offer to all
of the remaining shareholders to acquire their shares. Similarly,
when any person, together with any persons acting in concert with
him, is interested in shares which in aggregate carry not less than
30 per cent. but does not hold shares carrying more than 50 per
cent. of the voting rights of such a company, a general offer will
normally be required if any further interests in shares are
acquired by such a person. Such an offer would have to be made in
cash at a price not less than the highest price paid by him, or by
any member of the group of persons acting in concert with him, for
any interest in shares in the Company during the 12 months prior to
the announcement of the offer.
Under Rule 37 of the Takeover Code, any increase in the
percentage holding of a shareholder which results from a company
buying-back its own shares will also be treated as an acquisition
for the purposes of Rule 9 of the Takeover Code. Where, as a result
of such an increase, a shareholder comes to exceed the limits in
Rule 9 of the Takeover Code referred to above, the shareholder will
not normally incur an obligation to make a general offer unless the
shareholder is a director, or the relationship of the shareholder
with any one or more of the directors is such that the shareholder
is, or is presumed to be, acting in concert with any of the
directors. However, an obligation to make a general offer may be
imposed if the relevant shareholder (or any relevant member of a
group of persons acting in concert) acquires an interest in shares
at a time when such shareholder had reason to believe that a buy
back of shares by the company would take place.
In situations where the directors of a company are aware that a
buy back of shares by that company would otherwise give rise to an
obligation for a shareholder (or group of shareholders acting in
concert) to make a general offer, the board of directors should
ensure that an appropriate resolution to approve the waiver of this
obligation is put to the company's independent shareholders prior
to implementation of the relevant buy back of shares as a
pre-condition to its implementation.
7 Taxation
The following comments are intended as a general guide only and
relate only to certain UK tax consequences of receiving the Capital
Reduction Shares under the Capital Reduction Bonus Issue. The
comments are based on current legislation and HM Revenue &
Customs practice, both of which are subject to change, possibly
with retrospective effect. These comments deal only with
Shareholders who are resident for taxation purposes in the UK, who
are the absolute beneficial owners of ordinary shares of the
Company and who hold them as an investment and not on trading
account. They do not deal with the position of certain classes of
Shareholders, such as dealers in securities, insurance companies,
collective investment schemes or persons regarded as having
obtained their ordinary shares in the Company by reason of
employment.
Capital Reduction Bonus Issue and Capital Reduction
The Capital Reduction Bonus Issue should be treated as a
"reorganisation" for the purposes of UK taxation of chargeable
gains ("CGT"), so that a Shareholder should not be treated as
making a disposal or part disposal of his ordinary shares in the
Company for CGT purposes upon receipt of the Capital Reduction
Shares. Instead, the Capital Reduction Shares will be treated as
the same asset, acquired at the same time, as his ordinary shares
in the Company. On the basis that the Capital Reduction Shares will
be treated as being paid up for "new consideration" received by the
Company, the issue of the Capital Reduction Shares should not give
rise to any liability to United Kingdom income tax (or corporation
tax) in a Shareholder's hands.
Due to the fact that the Capital Reduction Shares:
-- have no voting rights or rights to income;
-- have no market; and
-- at the time issued, it is anticipated that the Capital
Reduction Shares will be cancelled for no payment on the day
immediately following the date of their issue,
the market value of the Capital Reduction Shares is likely to be
nil for the duration of their existence. The CGT base cost of the
Capital Reduction Shares and ordinary shares of the Company should
be calculated by apportioning the base costs of the ordinary shares
between the Capital Reduction Shares and the ordinary shares based
on their respective market values. Consequently the issue of the
Capital Reduction Shares should not impact the base cost of the
ordinary shares, and there should be no tax charge (nor any
allowable loss) on the cancellation of the Capital Reduction
Shares.
Stamp Duty and Stamp Duty Reserve Tax ("SDRT")
No stamp duty or SDRT will be payable on the issue of the
Capital Reduction Shares.
The information on taxation set out in this section is a general
guide only and is not intended to be, and should not be construed
to be, legal or taxation advice to any particular Shareholder. Any
Shareholder who has any doubt about his own taxation position,
whether regarding CGT or otherwise, or who is subject to taxation
in any jurisdiction other than the UK should consult his
professional taxation adviser immediately.
8 The General Meeting
Set out at the end of the Circular is a notice convening the
General Meeting to be held on 5 March 2014 at the offices of Berwin
Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R
9HA at 11 a.m., at which the Resolutions will be proposed.
Resolution 1, which will be proposed as a special resolution, is
to approve the Capital Reduction. Resolution 2, which will be
proposed as a special resolution, is to authorise the Share Buy
Back.
9 Action to be taken
A Form of Proxy for use by Shareholders at the General Meeting
is appended at the end of the Circular. Whether or not you intend
to attend the General Meeting, you are requested to complete and
sign the Form of Proxy in accordance with the instructions printed
thereon and to return it, using the reply paid envelope provided,
to the Registrars, Capita Asset Services, PXS, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible, but in
any event so as to be received by no later than 11.00 a.m. on 3
March 2014. The completion and return of a Form of Proxy will not
preclude Shareholders from attending the General Meeting and voting
in person should they so wish.
10 Recommendation
The Directors consider the Capital Reduction and Share Buy Back
Authority 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 Resolutions 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.
11 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 Services" Capita Asset Services Limited, registrars
or "Registrars" to the Company
"Capital Reduction" the proposed cancellation of the
Company's capital redemption reserve
account and the Capital Reduction
Shares and the reduction of the
Company's share capital pursuant
to Resolution 1 as set out in the
Notice of General Meeting
"Capital Reduction Bonus the bonus issue of one Capital Reduction
Issue" Share for every one ordinary share
of the Company held by each Shareholder
on the register of members of the
Company at the Capital Reduction
Record Time in order to facilitate
the Capital Reduction as described
in this announcement
"Capital Reduction Record 6.00 p.m. on the date immediately
Time" preceding the date of the Court
Hearing
"Capital Reduction Shares" the B ordinary shares in the capital
of the Company to be created by
the Capital Reduction Bonus Issue,
whereby the nominal value of such
B ordinary shares is equal to the
sum that is obtained by dividing
the number of B ordinary shares
to be issued into GBP2,044,726.31,
being the amount standing to the
credit of the Company's merger reserve
"Company" Avanti Capital plc, a company incorporated
and registered in England and Wales
under the Companies Act 1985 with
registered number 03319365
"Court" the High Court of Justice in England
and Wales
"Court Hearing" the hearing by the Court to confirm
the Capital Reduction
"Court Order" the order of the Court confirming
the Capital Reduction
"Directors" or "Board" the directors of the Company or
any duly authorised committee thereof
"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 the Circular
"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, Adelaide House,
London Bridge, London EC4R 9HA at
11 a.m. on 5 March 2014, 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 Exchange" London Stock Exchange plc
"Notice of General Meeting" the notice convening the General
Meeting and which is set out at
the end of the Circular
"Prospectus Rules" the Prospectus Rules brought into
effect on 1 July 2005 pursuant to
Commission Regulation (EC) No. 809/2004
"Resolutions" the resolutions to be proposed at
the General Meeting as set out in
the Notice of General Meeting
"Share Buy Back" a buy back of shares by the Company
pursuant to the Share Buy Back Authority
"Share Buy Back Authority" the proposed authority of the Company
to make market purchases of ordinary
shares of the Company pursuant to
Resolution 2 as set out in the Notice
of General Meeting (and any equivalent
authority granted by the Shareholders
from time to time)
"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
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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