REG - Avation PLC - Expiration and Results of Tender Offer

AvationAnnouncement

20/02/2023 07:00

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RNS Number : 3584Q  Avation PLC  20 February 2023

 Via RNS and SGXNET

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.

 

 

AVATION PLC

("Avation" or the "Company")

 

AVATION CAPITAL S.A.

OFFER TO PURCHASE ITS 9.00%/8.25% Senior PIK Toggle Notes maturing October 31,
2026 ISSUED UNDER the US$1,000,000,000 Global Medium Term Note Programme and
guaranteed by Avation PLC AND Avation Group (S) Pte. Ltd. FOR UP TO
US$100,000,000 IN AGGREGATE CASH CONSIDERATION (THE "TENDER OFFER")

Expiration and Results of Tender Offer

Reference is made to the Company's announcement ("Announcement") dated October
19, 2022 and the offer to purchase dated October 19, 2022, as amended and
supplemented by Supplement no. 1 dated October 25, 2022, Supplement no. 2
dated November 2, 2022, Supplement no. 3 dated November 18, 2022, Supplement
no. 4 dated November 30, 2022 and Supplement no. 5 dated December 14, 2022,
and as amended and restated on January 26, 2023 and further supplemented by
Supplement No. 7 dated February 9, 2023 (the "Offer to Purchase") in relation
to the Tender Offer. Capitalised terms not otherwise defined in this
announcement shall have the same meanings assigned to them in the Announcement
and/or the Offer to Purchase (as the case may be).

Expiration and Results of Tender Offer

The Tender Offer expired at 5:00 P.M., New York City Time, on February 17,
2023 (the "Expiration Date").

As of the Expiration Date, US$7,055,202 in principal amount of the Notes have
been validly tendered and not withdrawn pursuant to the Tender Offer. The
Company believes that this is a satisfactory outcome given market conditions.
Having further considered the terms of the Tender Offer and the prices of the
Notes in the market, the Company has decided to not extend the Tender Offer
and to purchase such Notes validly tendered and not withdrawn. The Company may
pursue other liability management exercises from time to time on an
opportunistic basis.

Settlement

The Company will accept for purchase and pay for all Notes validly tendered at
or prior to the Expiration Date, and not validly withdrawn pursuant to the
Tender Offer. The Total Consideration for the Notes is US$860 for each
US$1,000 in principal amount of the Notes, which includes the Early
Participation Amount. Accordingly, on the Payment Date which is expected to be
February 23, 2023, the Company will pay (i) the Total Consideration for all
such Notes accepted for purchase, and (ii) unpaid cash interest on those Notes
from the last interest payment date to, but not including, the Payment Date.

The Company will arrange for cancellation of all Notes purchased pursuant to
the Tender Offer, and any Notes not validly tendered will remain outstanding
and accrue interest in accordance with their terms.

Further Information

Citigroup Global Markets Inc. is acting as the sole dealer manager for the
Tender Offer. Global Bondholder Services Corporation is serving as the
Information Agent and Tender Agent for the Tender Offer.

Questions regarding the terms of the Tender Offer may be directed to Citigroup
Global Markets Inc. (the "Sole Dealer Manager"), who is acting as the sole
dealer manager in connection with the Tender Offer, and questions and requests
for assistance regarding how to participate in the Tender Offer or for copies
of the Offer to Purchase may be directed to Global Bondholder Services
Corporation, the Information Agent and Tender Agent, each of whose contact
details are set out below.

 

The Information Agent and Tender Agent for the Tender Offer is:

GLOBAL BONDHOLDER SERVICES CORPORATION

65 Broadway - Suite 404

New York, New York 10006

Attn: Jim Montano, Corporate Actions

 

Banks and Brokers call: (212) 430-3774

Toll free: (855) 654-2015

 

By facsimile:

(For Eligible Institutions only):

(212) 430-3775/3779

 

Confirmation:

(212) 430-3774

 

Email: contact@gbsc-usa.com

 

By Mail:

65 Broadway - Suite 404

New York, NY 10006

 

 

By Overnight Courier:

65 Broadway - Suite 404

New York, NY 10006

 

By Hand:

65 Broadway - Suite 404

New York, NY 10006

 

 

The Sole Dealer Manager for the Tender Offer is:

CITIGROUP GLOBAL MARKETS INC.

388 Greenwich Street

New York, New York 10013

Attention: Steve Cheeseman, Liability Management Group

Toll Free: (800) 558-3745

Collect: (212) 723-6106

Disclaimer

This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which
must be read carefully before any decision is made with respect of the Tender
Offer. If any Holder is in doubt as to the action it should take, it is
recommended to seek its own legal, tax, accounting and financial advice,
including as to any tax consequences, immediately from its stockbroker, bank
manager, attorney, accounting or other independent financial or legal adviser.
Any individual or company whose Notes are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Tender offer.

None of the Issuer, the Guarantors, the Sole Dealer Manager, the Information
Agent and Tender Agent, the Trustee for the Notes or any other person makes
any recommendation as to whether or not Holders should tender their Notes in
response to the Tender Offer or at what Bid Prices Holders should tender their
Notes. Each Holder must make its own decision as to whether to tender its
Notes and, if so, the principal amount and Bid Price at which action is to be
taken.

No person has been authorised to give any information or make any
representation on behalf of the Issuer that is not contained in the Offer to
Purchase and, if given or made, such information or representation should not
be relied upon.

Offer and Distribution Restrictions

This announcement does not constitute or form any part of and should not be
constructed as an offer or commitment to sell or issue, a solicitation,
recommendation, commitment or invitation to subscribe for, underwrite or
otherwise acquire, and should not be construed as an advertisement for, any
securities of the Company or any of its subsidiaries in any jurisdiction or an
inducement to enter into investment activity in any jurisdiction. The
distribution of this announcement and the Offer to Purchase in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement or the Offer to Purchase comes are required by each of the
Issuer, the Sole Dealer Manager and the Information Agent and Tender Agent to
inform themselves about and to observe any such restrictions.

The Tender Offer is being made solely by and pursuant to the terms set forth
in the Offer to Purchase and each Holder participating in the Tender Offer
will be deemed to give the representations in respect of the jurisdictions
referred to above and generally as set out in the Offer to Purchase.

-ENDS-

Enquiries:

Avation welcomes shareholder questions and comments and advises the email
address for questions is: investor@avation.net and the Company provides an
investor Q & A during the conference call associated with release of
results. The head office telephone number is +65 62522077.

Notes to Editors: Avation PLC is an aircraft leasing company, headquartered in
Singapore, owning and managing a fleet of commercial passenger aircraft which
it leases to airlines around the world. More information on Avation is
available at www.avation.net.

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