TIDMSIG
RNS Number : 4077A
Signature Aviation plc
01 June 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
1 June 2021
RECOMMED CASH ACQUISITION
of
SIGNATURE AVIATION PLC
by
BROWN BIDCO LIMITED
(a newly formed company to be indirectly owned by joint offerors
(i) Blackstone Infrastructure and Blackstone Core Equity, (ii)
Global Infrastructure Partners and (iii) Cascade)
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement Becomes Effective
On 5 February 2021, the boards of directors of Brown Bidco
Limited ("Bidco") and Signature Aviation plc ("Signature")
announced that they had reached agreement on the terms and
conditions of a recommended cash acquisition by Bidco of the entire
issued and to be issued share capital of Signature other than
Signature Shares owned or controlled by Cascade and BMGFT (the
"Acquisition") to be effected by means of a court-sanctioned scheme
of arrangement under Part 26 of the Companies Act (the "Scheme").
Capitalised terms in this announcement, unless otherwise defined,
have the same meanings given to them in the scheme circular
published on 22 February 2021 (the "Scheme Document").
On 18 March 2021, the Scheme was approved by the Scheme
Shareholders at the Court Meeting and the Special Resolution
relating to the implementation of the Scheme was approved by the
Signature Shareholders at the General Meeting.
On 27 May 2021, Signature announced that the High Court of
Justice of England and Wales had sanctioned the Scheme at the
Scheme Court Hearing held on 27 May 2021.
Signature and Bidco are pleased to announce that, following the
delivery of a copy of the Court Order to the Registrar of Companies
today, the Scheme has now become effective in accordance with its
terms and the entire issued and to be issued share capital of
Signature (other than the Signature Shares owned or controlled by
Cascade and BMGFT) is now owned by Bidco.
A Scheme Shareholder on the register of members of Signature at
the Scheme Record Time, being 6:00 p.m. (London time) on 28 May
2021, will be entitled to receive $5.62 in cash for each Scheme
Share held. Settlement of the consideration to which any Scheme
Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Scheme Shareholders
holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event not
later than 14 days after the Effective Date, as set out in the
Scheme Document (being 15 June 2021).
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the de-listing of
Signature Shares from the premium listing segment of the Official
List of the Financial Conduct Authority and the cancellation of the
admission to trading of Signatures Shares on the London Stock
Exchange's main market for listed securities, which is expected to
take effect by 8:00 a.m. (London time) on 2 June 2021.
As the Scheme has now become effective, Signature duly announces
that, as of today's date, Philip Iley, Tom Handley and Steve Bolze
have been appointed to the Signature board of directors and Amee
Chande, Wayne Edmunds, Peter Edwards, Emma Gilthorpe, Vicky Jarman,
Stephen King, Sir Nigel Rudd and Peter Ventress have tendered their
resignations and have stepped down from the Signature board of
directors.
Full details of the Acquisition are set out in the Scheme
Document published on 22 February 2021.
[Remainder of page intentionally left blank]
Enquiries:
Signature Aviation plc
+44 (0)20 7514
Mark Johnstone, Chief Executive Officer 3999
David Crook, Group Finance Director
Kate Moy, Head of Investor Relations and
Communications
J.P. Morgan Cazenove
(Lead Financial Adviser to Signature)
+44 (0)20 7742
Robert Constant 4000
Richard Perelman
Celia Murray
Jefferies
(Rule 3 financial adviser to Signature)
+44 (0)20 7029
Paul Nicholls 8000
Tony White
James Thomlinson
Tulchan Communications
(PR adviser to Signature)
+44 (0)20 7353
David Allchurch 4200
Sunni Chauhan SignatureAviation@tulchangroup.com
Olivia Peters
Important notices
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated by the
PRA and the FCA. J.P. Morgan Cazenove is acting as lead financial
adviser exclusively for Signature and no one else in connection
with the Acquisition and will not regard any other person as its
client in relation to the Acquisition and will not be responsible
to anyone other than Signature for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, nor
for providing advice in relation to the Acquisition or any matter
referred to herein.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the UK by the FCA, is acting
exclusively for Signature and no one else in connection with the
Acquisition and shall not be responsible to anyone other than
Signature for providing the protections afforded to clients of
Jefferies nor for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Jefferies,
nor any of its affiliates, subsidiaries or branches owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person other than Signature in connection with the
Acquisition, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise in any jurisdiction in which such offer, invitation or
solicitation is unlawful.
The Acquisition will be made solely pursuant to the terms of the
Scheme Document, which (together with the Forms of Proxy) shall
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any decision
in respect of, or other response to, the Acquisition should be made
only on the basis of the information in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with and for
the purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation, the Disclosure Guidance and Transparency
Rules and the Listing Rules and information disclosed may not be
the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside England.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves of, and observe, any applicable requirements of
their jurisdictions.
The availability of the Acquisition to Signature Shareholders
who are not resident in and citizens of the UK may be affected by
the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that
jurisdiction.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving this announcement and any documents relating to the
Acquisition (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange and the
FCA.
Notice to US investors in Signature
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the US Securities Exchange Act of
1934. Accordingly, the Acquisition is subject to the disclosure and
procedural requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
The financial information included in the Scheme Document (or,
if the Acquisition is implemented by way of an Offer, the Offer
Document) has been prepared in accordance with generally accepted
accounting principles of the United Kingdom and thus may not be
comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of consideration by a US holder for the transfer of
its Signature Shares pursuant to the Scheme may have tax
consequences in the US and such consequences, if any, are not
described herein. Each Signature Shareholder is urged to consult
their independent professional adviser immediately regarding the
tax consequences of the Acquisition applicable to them, including
under applicable United States state and local, as well as overseas
and other, tax laws.
Signature and Bidco are both incorporated under the laws of
England and Wales. Some or all of the officers and directors of
Bidco and Signature, respectively, are residents of countries other
than the United States. In addition, some of the assets of Bidco
and Signature are located outside the United States. As a result,
it may be difficult for US holders of Signature Shares to enforce
their rights and any claim arising out of the US federal laws or to
enforce against them a judgment of a US court predicated upon the
securities laws of the United Kingdom. US holders of Signature
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.
Publication on website
This announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Signature's website at
https://www.signatureaviation.com/investors/possible-offers-for-signature-aviation
and on Bidco's website at
https://posting-of-documents.co.uk/documents/ promptly and in any
event by no later than 12 noon (London time) on 2 June 2021. The
content of the websites referred to in this announcement is not
incorporated into and does not form part of this announcement.
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END
SOAMZGGVRMVGMZG
(END) Dow Jones Newswires
June 01, 2021 04:18 ET (08:18 GMT)
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