TIDMSIG
RNS Number : 0675A
Signature Aviation plc
27 May 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
27 May 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
Court Sanction of Scheme of Arrangement
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").
Signature is pleased to announce that the High Court of Justice
of England and Wales has today sanctioned the Scheme pursuant to
which the Acquisition is being implemented.
It is anticipated that the Effective Date will be 1 June 2021,
which is when a copy of the Court Order is expected to be delivered
to the Registrar of Companies. There has been no material change to
the expected timetable of principal events for the Acquisition set
out in the announcement made by Signature on 18 May 2021.
Applications have been made for the suspension of trading in
Signature Shares and Signature Preference Shares on the London
Stock Exchange's main market for listed securities and the listing
of Signature Shares and Signature Preference Shares on the premium
listing segment of the Official List of the Financial Conduct
Authority and such suspensions are expected to take effect by 7:30
a.m. on 1 June 2021. The last day of dealings in, and for the
registration and transfer of Signature Shares and Signature
Preference Shares, will be 28 May 2021. The de-listing of Signature
Shares and Signature Preference Shares from the premium listing
segment of the Official List of the Financial Conduct Authority and
the cancellation of the admission to trading of Signature Shares
and Signature Preference Shares on the London Stock Exchange's main
market for listed securities have also been applied for and will,
subject to the Scheme becoming Effective, take effect by 8:00 a.m.
on 2 June 2021.
A further announcement will be made when the Scheme has become
Effective.
[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. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Signature Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. 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. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
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.
If, in the future, Bidco exercises its right to implement the
Acquisition by means of an Offer which is to be made into the
United States, such Offer would be made in compliance with all
applicable US laws and regulations, including any applicable
exemptions under the US Exchange Act. Such Offer would be made in
the United States by Bidco and no one else.
In the event that the Acquisition is implemented by way of an
Offer, in accordance with normal United Kingdom practice, Bidco or
its nominees, or its brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, shares
or other securities of Signature outside of the US, other than
pursuant to such Offer, during the period in which such Offer would
remain open for acceptances. These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the
United Kingdom, shall be reported to a Regulatory Information
Service and shall be available on the London Stock Exchange website
at www.londonstockexchange.com.
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.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and Signature
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and Signature about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco and Signature (including their future
prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares",
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "projects", "synergy", "strategy", "scheduled",
"goal", "estimates", "forecasts", "intends", "cost-saving",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Bidco's,
Signature's, any member of the Bidco Group's or any member of the
Signature Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of global economic
conditions and governmental regulation on Bidco's, Signature's, any
member of the Bidco Group's or any member of the Signature Group's
business.
Although Bidco and Signature believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco
and Signature can give no assurance that such expectations will
prove to be correct. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by
suchforward-looking statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; changes in the
global political, economic, business and competitive environments
and in market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or disposals; changes in general economic and business conditions;
changes in the behaviour of other market participants; changes in
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which Bidco and Signature operate;
weak, volatile or illiquid capital and/or credit markets; changes
in the degree of competition in the geographic and business areas
in which Bidco and Signature operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.
Neither Bidco nor Signature, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. Given these risks and
uncertainties, potential investors are cautioned not to place any
reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated.
Due to the scale of the Signature Group, there may be additional
changes to the Signature Group's operations. As a result, and given
the fact that the changes relate to the future, the resulting cost
synergies may be materially greater or less than those
estimated.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor Signature is under any obligation,
and Bidco and Signature expressly disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm on the 10th Business Day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm on
the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
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 28 May 2021. The
content of the websites referred to in this announcement is not
incorporated into and does not form part of this announcement.
No profit forecasts, estimates or quantified financial benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for Signature for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Signature.
Requesting Hard Copy Documents
In accordance with Rule 30.3 of the Takeover Code, Signature
Shareholders, persons with information rights and participants in
Signature Share Plans may request a hard copy of this announcement
by contacting Signature's registrars, Link, between 9:00 a.m. to
5:30 p.m. (London time) Monday to Friday (except UK public
holidays) on 0371 664 0321 if calling from the United Kingdom, or
+44(0)371 664 0321 if calling from outside the United Kingdom or by
submitting a request in writing to Link, Corporate Actions, 10th
Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls
are charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Please note that Link cannot provide
any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. For persons who
receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Signature Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Signature may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c).
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END
SOAMZGZKMNRGMZM
(END) Dow Jones Newswires
May 27, 2021 07:21 ET (11:21 GMT)
Grafico Azioni Signature Aviation (LSE:SIG)
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Da Mag 2024 a Giu 2024
Grafico Azioni Signature Aviation (LSE:SIG)
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Da Giu 2023 a Giu 2024