REG - Avation PLC - TENDER OFFER AMENDMENT

AvationAnnouncement

10/02/2023 08:45

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RNS Number : 5708P  Avation PLC  10 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$60,000,000 IN AGGREGATE CASH CONSIDERATION (THE "TENDER OFFER")

Extension of Early Participation Date and Expiration Date

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 (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).

Amendment of the Tender Offer - Extension of the Early Participation Date and
Expiration Date

The Early Participation Date and Expiration Date, which were both previously
scheduled for 11:59 P.M., New York City Time, on February 9, 2023, have been
extended to 5:00 P.M., New York City Time on February 17, 2023 unless further
extended or earlier terminated.

Save for the amendment set out above, all other terms and conditions of the
Tender Offer as described in the Offer to Purchase remain unchanged. For
avoidance of doubt, the Withdrawal Date occurred on 5.00 p.m., New York City
time, on November 1, 2022, and has not been extended. Therefore, Holders who
validly tendered and did not validly withdraw their Notes at or prior to the
Withdrawal Date, and Holders who validly tender their Notes after that time,
may not withdraw their tendered Notes, unless we are otherwise required by law
to extend withdrawal rights.

The Tender Offer remains subject to the satisfaction or waiver of the
conditions as set forth in the Offer to Purchase, including the Financing
Condition.

In connection with, and in order to pursue, the Financings, we expect to
further extend the Expiration Date (but not the Withdrawal Date), such that
the Tender Offer may remain outstanding for up to the Long Stop Date, being
August 9, 2023.

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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