REG - Air Partner PLC Wheels Up Experience - Publication of Scheme Document

Wheels Up ExperienceAnnouncement

09/02/2022 07:00

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RNS Number : 0829B  Air Partner PLC  09 February 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

9 February 2022

RECOMMENDED CASH OFFER

for

AIR PARTNER PLC ("Air Partner")

by

WHEELS UP UK LIMITED ("Bidco")

(a newly formed company indirectly owned by Wheels Up Experience Inc.)

PUBLICATION OF SCHEME DOCUMENT

On 27 January 2022, the boards of Air Partner and Bidco announced that they
had reached agreement on the terms of a recommended all cash offer by Bidco
for the entire issued, and to be issued, share capital of Air Partner (the
"Acquisition"). The Acquisition is to be implemented by means of a scheme of
arrangement pursuant to Part 26 of the Companies Act 2006, which requires
(among other matters) the approval of the Scheme Shareholders at the Court
Meeting and the Air Partner Shareholders at the General Meeting, and the
sanction of the Court.

Publication and posting of the Scheme Document

The Air Partner Board and the Bidco Board are pleased to announce that the
circular in relation to the scheme containing, amongst other things, a letter
from the Chair of Air Partner, an explanatory statement pursuant to section
897 of the Companies Act 2006, the full terms and conditions of the
Acquisition, notices convening the Court Meeting and the General Meeting, an
expected timetable of principal events and details of the actions to be taken
by Air Partner Shareholders (the "Scheme Document"), together with the
associated Forms of Proxy, is today being published and posted to Air Partner
Shareholders and, for information only, to participants in the Air Partner
Share Plans and persons with information rights. Air Partner Shareholders will
receive the Scheme Document in accordance with the notice provisions in the
Articles and any notice elections they may have given.

Subject to any restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will be made available today 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/) .

Defined terms used but not defined in this announcement have the meaning given
to them in the Scheme Document.

Action required

As described in the Scheme Document, the implementation of the Scheme is
subject to the Conditions and further terms that are set out in the Scheme
Document. To become Effective, the Scheme requires, amongst other things, (i)
approval by a majority in number representing not less than 75 per cent. in
value of the Scheme Shareholders present and voting, either in person,
remotely via the Virtual Meeting Platform, or by proxy, at the Court Meeting,
or any adjournment of that Court Meeting; (ii) the passing of the Resolution
at the General Meeting by the requisite majority of Air Partner Shareholders
and (iii) sanction by the Court.

Notices convening the Court Meeting and General Meeting are set out in the
Scheme Document. The Court Meeting is scheduled to be held at 10.00 a.m. on 8
March 2022 and the General Meeting is scheduled to be held at 10.15 a.m. (or
as soon thereafter as the Court Meeting shall have been concluded or
adjourned) on 8 March 2022, in each case at the offices of Ashurst LLP, London
Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW, United Kingdom.

While it is currently anticipated that Air Partner Shareholders will be
permitted to attend the Court Meeting and the General Meeting in person, both
of which will be held at the offices of Ashurst LLP, London Fruit & Wool
Exchange, 1 Duval Square, London, E1 6PW, United Kingdom, the Government may
introduce restrictions and guidance in relation to the COVID-19 pandemic which
means that this is not possible. Therefore, Air Partner Shareholders are
encouraged to appoint the Chair as a proxy.

Air Partner remains firmly committed to encouraging shareholder engagement on
the business of the Court Meeting and the General Meeting. As such, Scheme
Shareholders and Air Partner Shareholders (and any of their duly appointed
proxies and/or corporate representatives) will be able to access and follow
the business of the relevant meeting remotely via the Virtual Meeting
Platform. Whilst Scheme Shareholders (and their duly appointed proxies) can
remotely attend and vote at the Court Meeting (even if a proxy appointment is
submitted in advance), Air Partner Shareholders (and their duly appointed
proxies) will not be permitted to vote remotely via the Virtual Meeting
Platform at the General Meeting (as a result of constraints in the Articles).
Accordingly, Air Partner Shareholders (and their duly appointed proxies)
should be aware that, even if they access and follow the business of the
General Meeting remotely via the Virtual Meeting Platform, the only means by
which they can vote on the business of the General Meeting is in person, by
appointing the Chair of the General Meeting as proxy in accordance with the
procedures set out in the Scheme Document or by appointing another person as
proxy in accordance with the procedures set out in the Scheme Document to
attend the General Meeting in person on their behalf.

The Virtual Meeting Guide contains further information on accessing and
engaging with the business of the Meetings remotely via the Virtual Meeting
Platform and via telephone and is available on Air Partner's website at
https://www.airpartnergroup.com/investors/disclaimer
(https://www.airpartnergroup.com/investors/disclaimer) .

Recommendation

The Air Partner Directors, who have been so advised by Canaccord as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable and in the best interests of Air Partner Shareholders
as a whole. In providing its financial advice, Canaccord has taken into
account the commercial assessments of the Air Partner Directors for the
purposes of Rule 3 of the Takeover Code.

The Air Partner Directors have also taken into account Wheels Up's intentions
for the business, management, employees, customers and other stakeholders of
Air Partner and believe that the Acquisition has a compelling strategic
rationale that will enable the Air Partner Group to achieve greater success in
the future.

Accordingly, the Air Partner Directors recommend unanimously that Air Partner
Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting, as they have irrevocably
undertaken to do in respect of their own beneficial holdings which are under
their control of, in aggregate, 1,145,131 Air Partner Shares representing
approximately 1.80 per cent. of the issued ordinary share capital of Air
Partner on the Last Practicable Date.

Scheme Shareholders and Air Partner Shareholders are encouraged to submit
proxy appointments and instructions for the Court Meeting and the General
Meeting as soon as possible using any of the methods set out in the Scheme
Document. Scheme Shareholders and Air Partner Shareholders are also encouraged
to appoint the Chair of the relevant Meeting as their proxy, in particular
given the ongoing uncertainties associated with the COVID-19 pandemic.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of Scheme Shareholders. Whether or
not you intend to attend the Court Meeting and/or the General Meeting in
person, or (in the case of the Court Meeting) remotely via the Virtual Meeting
Platform, you are therefore strongly urged to complete, sign and return both
of your Forms of Proxy or appoint a proxy or proxies electronically for both
the Court Meeting and the General Meeting as soon as possible.

Air Partner Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.

Information for Air Partner Shareholders

If you have any questions in relation to this announcement, the Scheme
Document, the Meetings, or the completion and return of the Forms of Proxy,
please telephone the Shareholder Helpline between 9.00 a.m. and 5.30
p.m. Monday to Friday (except public holidays in England and Wales) on 0371
664 0391 from within the UK (or +44 371 664 0391 if calling from outside the
UK). International rates apply to calls from outside the UK. Please note that
calls may be monitored or recorded and the Shareholder Helpline cannot provide
advice on the merits of the Acquisition or give any financial, legal or tax
advice.

Copies of the Scheme Document and the Forms of Proxy will be submitted to the
National Storage Mechanism as soon as practicable and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Timetable

The Scheme Document contains a current expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix below. The
Scheme remains conditional on the approval by the requisite majority of
eligible Scheme Shareholders at the Court Meeting, the requisite majority of
eligible Air Partner Shareholders at the General Meeting, and the satisfaction
or (if capable of waiver) waiver of the other Conditions set out in the Scheme
Document, including the sanction of the Scheme by the Court.

The Scheme is expected to become Effective during the first quarter of 2022.
Air Partner will make further announcements through a Regulatory Information
Service, with such announcements being made available on Air Partner's website
at https://www.airpartnergroup.com/investors/disclaimer
(https://www.airpartnergroup.com/investors/disclaimer) in relation to the
expected timetable as appropriate in respect of the UK national security and
Italian foreign direct investment approvals upon which the Acquisition is
conditional.

It is intended that following the Scheme becoming Effective, the London Stock
Exchange will be requested to cancel trading of Air Partner Shares on the Main
Market for listed securities and the FCA will be requested to cancel the
listing of Air Partner Shares on the Official List. Such cancellation is
expected to take effect shortly following the Scheme becoming Effective.

 

APPENDIX

Expected timetable of principal events

 Event                                                                           Expected time/date((1))
 Publication of the Scheme Document                                              9 February 2022
 Latest time for lodging Forms of Proxy for:

 Court Meeting (BLUE form)                                                       10.00 a.m. on 4 March 2022((2))

 General Meeting (PINK form)                                                     10.15 a.m. on 4 March 2022((2))
 Voting Record Time                                                              6.00 p.m. on 4 March 2022((3))
 Court Meeting                                                                   10.00 a.m. on 8 March 2022
 General Meeting                                                                 10.15 a.m. on 8 March 2022((4))
 The following dates are indicative only and subject to change; please see note
 (1) below
 Scheme Court Hearing                                                            As soon as reasonably practicable after Bidco confirms the satisfaction of
                                                                                 waiver of Conditions 3(a) - (m) (inclusive) set out in Part A of Part III of
                                                                                 the Scheme Document (Conditions to and certain further terms of the
                                                                                 Acquisition and the Scheme) ("D")
 Last day of dealings in, and for registration of transfers of, and disablement  D + 1 Business Day((5))
 in CREST of, Air Partner Shares
 Suspension of listing of, and dealings in, Air Partner Shares                   6.00 p.m. on D + 1 Business Day
 Scheme Record Time                                                              6.00 p.m. on D + 1 Business Day
 Effective Date of the Scheme((6))                                               D + 2 Business Days
 Cancellation of listing of Air Partner Shares                                   D + 3 Business Days
 Latest date for electronic payment/dispatch of cheques/settlement through       within 14 days of the Effective Date
 CREST in respect of the consideration for the Acquisition
 Latest date by which Scheme must be implemented                                 31 October 2022

 

Notes:

(1)       These times and dates are indicative only and will depend on,
among other things, the date(s) upon which (i) the Conditions are satisfied or
(where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the
Court Order sanctioning the Scheme is delivered to the Registrar of Companies.
Such dates and times may be subject to change, including as a result of
changes to Court times and the regulatory timetable.

If any of the times and/or dates above change, the revised times and/or dates
will be notified to Air Partner Shareholders by announcement through a
Regulatory Information Service, with such announcement being made available on
Air Partner's website at https://www.airpartnergroup.investors/disclaimer.

In addition, Air Partner will give adequate notice of all these dates and
times, when known, by issuing an announcement through a Regulatory Information
Service, with such announcement being made available on Air Partner's website
at https://www.airpartnergroup.com/investors/disclaimer
(https://www.airpartnergroup.com/investors/disclaimer) .

         Participants in the Air Partner Share Plans will be contacted
separately on or around the date of the Scheme Document to inform them of the
effect of the Scheme on their rights under the Air Partner Share Plans,
including details of any appropriate proposals being made and dates and times
relevant to them.

(2)       The BLUE Form of Proxy for the Court Meeting, if not received
by the time stated above (or, if the Court Meeting is adjourned, 48 hours
(excluding non-working days) before the adjourned Court Meeting), may be
handed to a representative of Link Group, on behalf of the Chair of the Court
Meeting, or to the Chair of the Court Meeting, before the start of that
Meeting. However, in order to be valid, the PINK Form of Proxy must be
received no later than 10.15 a.m. on 8 March 2022 (or, if the General Meeting
is adjourned, 48 hours (excluding non-working days) before the time fixed for
the adjourned General Meeting). Please see "Action to be taken" in the Scheme
Document.

(3)        If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned Meeting will be
6.00 p.m. on the date which is two Business Days before the date set for such
adjourned Meeting.

(4)        To commence at 10.15 a.m. or as soon thereafter as the Court
Meeting shall have concluded or adjourned.

(5)      Air Partner Shares will be disabled in CREST from 6.00 p.m. on the
Business Day following the Scheme Court  Hearing.

(6)       The Scheme will become Effective pursuant to its terms upon
the Court Order being delivered to the Registrar of Companies

(7)       The latest date by which the Scheme must be implemented may be
extended by agreement between Air Partner and Bidco with the prior consent of
the Panel and (if required) the approval of the Court.

 

All references to times in this announcement and in the timetable set out in
the Appendix are to times in London, unless otherwise stated. The dates and
times given are indicative only and are based on Air Partner and Bidco's
current expectations and may be subject to change. 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) .

 

Enquiries:

 

 Air Partner                                           +44 (0) 1293 844 788

 Mark Briffa, Chief Executive Officer

 Joanne Estell, Chief Financial Officer

 Canaccord (Financial Adviser to Air Partner)          +44 (0) 20 7523 8000

 Bobbie Hilliam

 Georgina McCooke

 Harry Rees

 TB Cardew (Financial PR adviser to Air Partner)       airpartner@tbcardew.com

 Tom Allison                                           +44 (0) 7789 998 020

 Alycia MacAskill                                      +44 (0) 7876 222 703

 Bidco and Wheels Up                                   +1 (0) 855-FLY-8760

 Laura Heltebran

 Mark Sorensen

 Jefferies (Financial Adviser to Bidco and Wheels Up)  +44 (0) 207 029 8000

 Nick Fazioli

 Paul Bundred

 James Umbers

Arnold & Porter Kaye Scholer LLP is acting as legal adviser to Bidco and
Wheels Up.

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
contain 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's 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 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 the 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 the 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 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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