TIDMBBA
RNS Number : 0268A
BBA Aviation PLC
23 September 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, NEW ZEALAND, OMAN, SOUTH AFRICA,
SWITZERLAND, THE UNITED ARAB EMIRATES OR ANY OTHER JURISDICTION IN
WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
BBA AVIATION PLC
For immediate release
23 September 2015
Further to the announcement earlier today by BBA Aviation plc, a
copy of the combined Class 1 circular and prospectus dated 23
September 2015 (the "Prospectus") relating to the proposed $2,065
million acquisition of Landmark Aviation and the fully underwritten
rights issue to raise gross proceeds of approximately GBP748
million has been approved by the UK Listing Authority and submitted
to the National Storage Mechanism and will shortly be available for
inspection at www.morningstar.co.uk/uk/NSM. The Prospectus is also
available on the website of BBA Aviation plc:
www.bbaaviation.com.
The Prospectus, which contains a notice convening a General
Meeting to be held at 10.00 a.m. on 9 October 2015, is being posted
to shareholders today.
For further information please contact:
BBA Aviation plc
+44 (0) 20 7514 3999
Mike Powell, Group Finance Director
Jemma Spalton, Head of Communications & Investor
Relations
J.P. Morgan Cazenove
(Sole Financial Adviser, Sole Sponsor and Joint Bookrunner)
+44 (0) 20 7742 4000
Robert Constant
Mark Breuer
Nicholas Hall
Richard Perelman
Laurene Danon
Jefferies International Limited
(Joint Bookrunner)
+44 (0) 20 7029 8000
Paul Nicholls
David Watkins
Tulchan Communications
(PR advisor to BBA)
+44 (0) 20 7353 4200
David Allchurch
Martha Walsh
IMPORTANT NOTICE
The defined terms set out in the Definitions section of the
Prospectus apply in this announcement. This announcement has been
issued by and is the sole responsibility of BBA Aviation plc..
This announcement is not a prospectus but an advertisement and
investors should not acquire any Nil Paid Rights, Fully Paid Rights
or New Ordinary Shares referred to in this announcement except on
the basis of the information contained in the Prospectus. The
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. This
announcement cannot be relied upon for any investment contract or
decision. The information in this announcement is subject to
change.
A copy of the Prospectus when published will be available from
the registered office of BBA and on BBA's website at
www.bbaaviation.com provided that the Prospectus will not, subject
to certain exceptions, be available (whether through the website or
otherwise) to Shareholders in the Restricted Territories. Neither
the content of BBA's website nor any website accessible by
hyperlinks on BBA's website is incorporated in, or forms part of,
this announcement. The Prospectus will give further details of the
New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights
being offered pursuant to the Rights Issue.
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 or subscribe for, or any solicitation to
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Ordinary Shares or to take up any entitlements to Nil Paid
Rights in any jurisdiction in which such an offer or solicitation
is unlawful. The information contained in this announcement is not
for release, publication or distribution to persons in Australia,
Canada, New Zealand, Oman, South Africa, Switzerland, the United
Arab Emirates or the United States and should not be distributed,
forwarded to or transmitted in or into any jurisdiction where to do
so might constitute a violation of local securities laws or
regulations.
This announcement does not constitute an offer of Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares to any person with
a registered address, or who is located, in the United States or
the Restricted Territories or in any other jurisdiction in which
such an offer or solicitation is unlawful. The Nil Paid Rights, the
Fully Paid Rights, the New Ordinary Shares and the Provisional
Allotment Letters will not be registered or qualified for
distribution to the public under the securities laws of any
Restricted Territory and may not be offered, sold, taken up,
exercised, resold, renounced, delivered, distributed or otherwise
transferred, directly or indirectly, in, into or from such
jurisdictions except pursuant to an applicable exemption from, and
in compliance with, any applicable securities laws and any specific
procedures that are adopted by BBA with respect to a particular
Restricted Territory. There will be no public offer of the Nil Paid
Rights, the Fully Paid Rights or the New Ordinary Shares in any of
the Restricted Territories.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law and therefore
persons into whose possession this announcement and any
accompanying documents come should inform themselves about, and
observe, any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. In particular, subject to certain
exemptions, such documents should not be distributed in, forwarded
to or transmitted in or into the United States or any other
Restricted Territories.
None of the Nil Paid Rights, the Fully Paid Rights, the New
Ordinary Shares nor the Provisional Allotment Letters have not
been, and will be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act"), or under any
securities laws of any state, district or other jurisdiction of the
United States. Accordingly, such securities may not be offered,
sold, taken up, exercised, resold, renounced, delivered,
distributed or otherwise transferred, directly or indirectly, in,
into or from the United States except pursuant to an applicable
exemption from or in a transaction not subject to the registration
requirements of the U.S. Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States. There will be no public offer of the securities
in the United States.
This announcement does not constitute a recommendation
concerning the Rights Issue. The price and value of securities can
go down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
Shareholder or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
J.P. Morgan Cazenove, which is authorised by the Prudential
Regulation Authority (the "PRA") in the United Kingdom and
regulated by the PRA and the FCA, and Jefferies International
Limited, which is authorised and regulated by the FCA in the United
Kingdom, are acting for BBA and no one else in connection with the
Acquisition and the Rights Issue and will not regard any other
person (whether or not a recipient of this announcement) as a
client in relation to the Acquisition or Admission and will not be
responsible for providing the protections afforded to such persons'
clients nor for giving advice in relation to the Acquisition, the
Rights Issue or any acquisition or arrangement referred to, or
information contained in, this announcement. Neither J.P. Morgan
Cazenove nor Jefferies International Limited nor any of their
respective subsidiaries, branches or affiliates 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 their client in connection with this
announcement, any statements contained herein or otherwise.
J.P. Morgan Limited, which is authorised and regulated by the
FCA in the United Kingdom, is acting solely as financial adviser to
BBA and no one else in connection with the Acquisition and will not
regard any other person (whether or not a recipient of this
announcement) as clients of J.P. Morgan Limited in relation to the
Acquisition and will not be responsible for providing the
protections afforded to J.P. Morgan Limited clients nor for giving
advice in relation to the Acquisition or any acquisition or
arrangement referred to, or information contained in, this
announcement. Neither J.P. Morgan Limited nor any of its
subsidiaries, branches or affiliates 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 J.P. Morgan Limited in connection
with this announcement, any statements contained herein or
otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDIUOABRVBAKUAR
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