REG - Air Partner PLC Wheels Up Experience - Court Sanction of Scheme of Arrangement

Wheels Up ExperienceAnnouncement

29/03/2022 12:00

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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

RECOMMENDED 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
(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 Air Partner)  Tel: +44 (0) 207 523 8000

Bobbie Hilliam

Georgina McCooke

Harry Rees
 TB Cardew (Financial PR advisor)                      Tel:  +44 (0) 207 930 0777
 Tom Allison
        +44 (0) 7789 998 020

Alycia MacAskill                                             +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 Wheels Up)  Tel: +44 (0) 207 029 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
(http://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/
(https://www.airpartnergroup.com/investors/disclaimer/) and on Wheels Up's
website at https://investors.wheelsup.com/overview/
(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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