Signature Aviation - Scheme of Arrangement Becomes Effective

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

RECOMMENDED CASH ACQUISITION

SIGNATURE AVIATION PLC

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.

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Enquiries:

Signature Aviation plc
Mark Johnstone, Chief Executive Officer	+44 (0)20 7514 3999
David Crook, Group Finance Director Kate Moy, Head of Investor Relations and Communications
J.P. Morgan Cazenove (Lead Financial Adviser to Signature)
Robert Constant	+44 (0)20 7742 4000
Richard Perelman
Celia Murray
Jefferies (Rule 3 financial adviser to Signature)
Paul Nicholls	+44 (0)20 7029 8000
Tony White
James Thomlinson
Tulchan Communications (PR adviser to Signature)
David Allchurch	+44 (0)20 7353 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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