TIDMAIR TIDMTTM
RNS Number : 4129G
Air Partner PLC
29 March 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
29 March 2022
RECOMMED CASH OFFER
for
AIR PARTNER PLC ("AIR PARTNER")
by
WHEELS UP UK LIMITED ("BIDCO")
(a newly incorporated entity formed by Wheels Up Experience Inc.
("Wheels Up"))
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 27 January 2022, the boards of directors of Air Partner and
Bidco announced that they had reached agreement on the terms of a
recommended all cash offer for the entire issued and to be issued
share capital of Air Partner at an increased offer value of 125
pence for each Air Partner Share (the "Acquisition").
The Acquisition is to be implemented by means of a scheme of
arrangement pursuant to Part 26 of the Companies Act (the
"Scheme"). The circular in relation to the Scheme was published or
made available to Air Partner Shareholders on 9 February 2022 (the
"Scheme Document").
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
On 8 March 2022, the Scheme was approved by the requisite
majority of Scheme Shareholders at the Court Meeting and the
Resolution in connection with the implementation of the Scheme was
passed by the requisite majority of Air Partner Shareholders at the
General Meeting.
Air Partner and Bidco are pleased to announce that the High
Court of Justice in England and Wales has today made an order
sanctioning the Scheme under section 899 of the Companies Act.
The Scheme will become Effective upon the delivery of a copy of
the Court order to the Registrar of Companies, which is expected to
occur on 1 April 2022.
Next steps
Air Partner confirms that the last day of dealings in, and for
registration of transfers of, and disablement in CREST of, Air
Partner Shares, will be 31 March 2022, and the Scheme Record Time
will be 6.00 p.m. 31 March 2022. Upon the Scheme becoming
Effective, Scheme Shareholders on Air Partner's register of members
at the Scheme Record Time will be entitled to receive 125 pence in
cash for each Scheme Share held.
A request has been made for the suspension of the listing of Air
Partner Shares on the premium listing segment of the Official List
and the admission to trading of Air Partner Shares on the London
Stock Exchange's main market with effect from 7.30 a.m. on 1 April
2022.
It is expected that, subject to the Scheme becoming Effective on
1 April 2022, the listing of Air Partner Shares on the premium
listing segment of the Official List and the admission to trading
of Air Partner Shares on the London Stock Exchange's main market
for listed securities will each be cancelled with effect from 8.00
a.m. on 4 April 2022.
A further announcement will be made when the Scheme has become
Effective.
General
If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to Air
Partner Shareholders by announcement through a Regulatory
Information Service, with such announcement being available on Air
Partner's website at
https://www.airpartnergroup.com/investors/disclaimer .
All references in this announcement to times are to times in
London, unless otherwise stated.
Enquiries:
Air Partner Tel: + 44 (0)1293 844788
Mark Briffa, CEO
Joanne Estell, CFO
Canaccord Genuity (Financial Adviser to Tel: +44 (0) 207 523
Air Partner) 8000
Bobbie Hilliam
Georgina McCooke
Harry Rees
TB Cardew (Financial PR advisor) Tel: +44 (0) 207 930
Tom Allison 0777
Alycia MacAskill +44 (0) 7789 998 020
+44 (0) 7876 222 703
Bidco and Wheels Up Tel: +1 (0) 855-FLY-8760
Laura Heltebran
Mark Sorensen
Jefferies (Financial Adviser to Bidco and Tel: +44 (0) 207 029
Wheels Up) 8000
Nick Fazioli
Paul Bundred
James Umbers
Arnold & Porter Kaye Scholer LLP is acting as legal adviser
to Wheels Up and Bidco.
Ashurst LLP is acting as legal adviser to Air Partner.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer 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, nor shall
there be any sale, issuance or transfer of securities of Air
Partner in any jurisdiction in contravention of applicable law. The
Acquisition is to be implemented solely pursuant to the terms of
the Scheme Document (or, if the Takeover Offer is implemented by
way of a Takeover Offer, the Acquisition Document), which contains
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any vote in respect
of, or other response to, the Acquisition should be made only on
the basis of the information contained in the Scheme Document (or,
if the Acquisition is implemented by way of a Takeover Offer, the
Acquisition Document).
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Important Notices
Canaccord Genuity Limited ("Canaccord"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to Air Partner and no one else in connection
with the matters described in this announcement and will not be
responsible to anyone other than Air Partner for providing the
protections afforded to clients of Canaccord nor for providing
advice in connection with any matter referred to herein. Neither
Canaccord nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 who is not a client of Canaccord in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise. Canaccord has given, and not withdrawn, its consent to
the inclusion of its advice in this announcement in the form and
context in which it is included.
Jefferies, which is authorised and regulated in the UK by the
FCA, is acting exclusively for Bidco and Wheels Up and no one else
in connection with the Acquisition and will not be responsible to
anyone other than Bidco and Wheels Up 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 Bidco
and Wheels Up in connection with any statement contained herein,
the Acquisition or otherwise.
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 and the Disclosure Guidance and
Transparency Rules, and the 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 of England and Wales.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and may affect the availability of the
Acquisition to persons who are not resident in the United Kingdom.
Persons who are not resident in the United Kingdom, or who are
subject to laws of any jurisdiction other than the United Kingdom,
should inform themselves about, and observe any applicable
requirements. Any person (including, without limitation, nominees,
trustees and custodians) who would, or otherwise intends to,
forward this announcement, the Scheme Document or any accompanying
document to any jurisdiction outside the United Kingdom should
refrain from doing so and should seek appropriate professional
advice before taking any action. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Air Partner Shares at the Court Meeting or the General Meeting, or
to execute and deliver Forms of Proxy appointing another to vote
their Air Partner Shares in respect of the Court Meeting or the
General Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made, directly or indirectly, in or into or by use of
the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction, and the
Acquisition will not be capable of acceptance and no person may
vote in favour of the Acquisition by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded or distributed in, into or from a
Restricted Jurisdiction and persons receiving this announcement and
all such documents relating to the Acquisition (including
custodians, nominees and trustees) must not distribute or send them
into or from a Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including,
without limitation, telephonic or electronic) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction, and the Takeover
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to shares of an English incorporated
company and is proposed to be effected by means of a scheme of
arrangement under the laws of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Securities Exchange Act of 1934 (the "US Exchange Act").
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements applicable in the United Kingdom to schemes
of arrangement which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, and extend the Takeover Offer into the
United States, such Takeover Offer would be made in compliance with
all applicable United States laws and regulations, including any
applicable exemptions under the US Exchange Act. Such a Takeover
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 a
Takeover 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 Air Partner outside of the
US, other than pursuant to such Takeover Offer, during the period
in which such Takeover 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 UK, 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 Air Partner Shares pursuant to the Scheme may be a taxable
transaction for United States federal income tax purposes and under
applicable US state and local, as well as foreign and other tax
laws and such tax consequences are not described herein. Each Air
Partner 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.
Financial information relating to Air Partner included in this
announcement and the Scheme Document has been or shall have been
prepared in accordance with accounting standards applicable in the
United Kingdom and 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.
Air Partner is organised under the laws of England and Wales.
Some or all of the officers and directors of Air Partner are
residents of countries other than the United States. In addition,
some of the assets of Air Partner are located outside the United
States. As a result, it may be difficult for US shareholders of Air
Partner to effect service of process within the United States upon
Air Partner or their officers or directors or to enforce against
them a judgment of a US court predicated upon the securities laws
of the United Kingdom.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Air Partner, Bidco,
Wheels Up, any member of the Air Partner Group, any member of the
Bidco Group contain statements which are, or may be deemed to be,
"forward looking statements". Such forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which Air
Partner, Bidco, Wheels Up, any member of the Air Partner Group or
any member of Bidco's Group shall operate in the future and are
subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by those
statements.
The forward looking statements contained in this announcement
include statements relating to Bidco, Wheels Up, Air Partner or any
member of Bidco's Group's, or any member of the Air Partner
Group's, future prospects, developments and business strategies,
the expected timing and scope of the Acquisition and other
statements other than historical facts. In some cases, these
forward looking statements can be identified by the use of forward
looking terminology, including the terms "anticipates", "believes",
"estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "might", "could",
"will", "would", "shall" or "should" or their negatives or other
variations or comparable terminology. 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, Wheels Up's,
Air Partner's, any member of Bidco's Group's or any member of the
Air Partner Group's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of global economic
conditions and governmental regulation on Bidco, Wheels Up's, Air
Partner's, any member of Bidco's Group's or any member of the Air
Partner Group's business.
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. These events and
circumstances 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; 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 Air Partner and Bidco operate,
weak, volatile or illiquid capital and/or credit markets, changes
in the level of capital investment, retention of key employees,
changes in customer habits, success of business and operating
initiatives and restructuring objectives, impact of any
acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures,
changes in laws, supervisory expectations or requirements and the
regulatory environment, fluctuations of interest and/or exchange
rates and the outcome of any litigation. 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 Air Partner, or any member of the Air Partner Group, nor
Bidco or Wheels Up, or any member of Bidco's Group, 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 shall actually
occur.
Given these risks and uncertainties, potential investors should
not place any reliance on forward looking statements, specifically,
statements of estimated cost savings and synergies related 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
Air Partner Group, there may be additional changes to the Air
Partner 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.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward looking
statements attributable to any member of Bidco's Group or the Air
Partner Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Air Partner, Bidco, Wheels Up, the Air Partner Group and Bidco's
Group expressly disclaim any obligation to update such statements
other than as required by law, new information, future events or
otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Air Partner, as appropriate, for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Air
Partner, as appropriate.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Air Partner Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Air Partner may be provided to Bidco or Wheels
Up during the Offer Period as requested under Section 4 of Appendix
4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Publication on website and availability of hard copies
A copy of this announcement shall be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Air Partner's website at
https://www.airpartnergroup.com/investors/disclaimer/ and on Wheels
Up's website at https://investors.wheelsup.com/overview/ by no
later than 12 noon (London time) on the Business Day following the
date of this announcement.
For the avoidance of doubt, neither the contents of Air
Partner's website, Wheels Up's website nor any website accessible
from hyperlinks is incorporated into or forms part of this
announcement.
In accordance with Rule 30.3 of the Takeover Code, Air Partner
Shareholders, persons with information rights and participants in
the Air Partner Share Plans may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement) by contacting Air Partner's registrars, Link Group,
between 9.00 a.m. to 5:30 p.m. (London time) Monday to Friday
(except UK public holidays) on 0371 664 0391 from within the UK or
on +44 371 664 0391 if calling from outside the UK or by submitting
a request in writing to enquiries@linkgroup.co.uk. Please note that
Link Group cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes. Air Partner Shareholders 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.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
General
If the Acquisition is effected by way of a Takeover Offer, and
such Takeover Offer becomes or is declared unconditional and
sufficient acceptances are received, Bidco intends to exercise its
rights to apply the provisions of Chapter 3 of Part 28 of the
Companies Act 2006 so as to acquire compulsorily the remaining Air
Partner Shares in respect of which the Takeover Offer has not been
accepted.
Investors should be aware that Bidco may purchase Air Partner
Shares otherwise than under any Takeover Offer or the Scheme,
including pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
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END
OUPBKLFLLXLXBBK
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March 29, 2022 06:47 ET (10:47 GMT)
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