REG - Global Infra Partnrs Signature Aviation Blackstone - Average Market Exchange Rate

BlackstoneAnnouncement

07/06/2021 08:20

RNS Number : 0040B
  
Global Infrastructure Partners
  
07 June 2021
  
 

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
7 June 2021
RECOMMENDED 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
 
Average Market Exchange Rate
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 2006 (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").
On 1 June 2021 Signature and Bidco announced that the Scheme had become Effective.
In accordance with the terms of the Scheme Document certain shareholders of Signature have elected to receive the Cash Consideration payable to them in Sterling at the Average Market Exchange Rate obtained by Bidco through one or more market transactions over one or more Business Days following the Scheme Record Time before the relevant payment date.
Bidco hereby confirms that the Average Market Exchange Rate it has obtained is £1:$1.41535685 (rounded to eight decimal places) and, as a result, the aggregate Sterling amount payable to the Scheme Shareholders who have made a valid Currency Election is £279,966,385.20 and the Sterling equivalent value of the consideration payable per Scheme Share so elected is £3.97073007.




 
Enquiries:



Blackstone








Stephen Lewis


+44 (0) 77 8005-7345




Paula Chirhart


+1 347 463 5453




Global Infrastructure Partners


+44 (0) 20 7798 0400




Michael McGhee








Philip Iley








Cascade

Charles V. Zehren, Rubenstein, PR advisor to Cascade 


 +1 212 843 8590








Gleacher Shacklock (Financial Adviser to Bidco)
Dominic Lee
Martin Falkner
Lewis Robinson


+44 (0) 207 484 1150




RBC Capital Markets (Financial Adviser to Bidco)
Mark Preston
Philip Creed
Sam Jackson





+44 (0) 207 653 4000








UBS (Financial Adviser to Bidco)


+44 (0) 20 7567 8000




Philippe Chryssicopoulos








Ian Hart








James Donovan







Important notices
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Bidco and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Gleacher Shacklock or for providing advice in connection with the subject matter of this announcement or any other matter referred to herein.
RBC Europe Limited (trading as "RBC Capital Markets"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS AG London Branch and UBS Securities LLC (collectively "UBS") are acting exclusively for GIP and Bidco and no one else in connection with the matters set out in this announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.
Further information
This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or 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 Signature in any jurisdiction in contravention of applicable law.  The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any decision in respect of the Scheme (or, if applicable, the Takeover Offer), or other response in relation 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 offer document).  Each Signature Shareholder is strongly advised to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.
This Announcement does not constitute a prospectus or prospectus equivalent document.
 

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