AIR.L Regulatory News (AIR)

LEI: 213800JLR6YIRMSCUS98

27 August 2021

AIR PARTNER PLC

("Air Partner", "Company" or "Group")

ACQUISITION OF KENYON INTERNATIONAL EMERGENCY SERVICES INC.

Air Partner acquires world leading emergency planning and incident response company

Air Partner, the global aviation services group, is pleased to announce that it has acquired the entire issued share capital of Kenyon International Emergency Services Inc ("Kenyon"), a world leader in emergency planning and incident response, from PT Lobos LLC, a company owned by Robert A. Jensen, Brandon D. Jones and Sean Gates (the "Acquisition").

The total consideration payable by Air Partner is up to $11.7 million, on a debt free, cash free basis, with an initial consideration of $10.3 million payable on completion and deferred conditional consideration of $1.4 million payable in cash or shares after 12 months. The Acquisition is being funded from the Company's existing cash and debt facilities. Post transaction, the Group has net cash of £8.3m, excluding JetCard cash, and access to a debt facility of £9.5m.

Summary

· Acquisition of a world leading emergency planning and incident response company, expected to be earnings enhancing in first full year of ownership

· Kenyon has a diverse, loyal and high-quality customer base across multiple sectors and geographies

· Kenyon is highly complementary to the Group's existing Safety & Security and Charter businesses

· The Acquisition increases Air Partner's consulting and training activities

· Kenyon's membership business model adds more visible and recurring revenue in line with the Group's stated strategy

· Kenyon adds new capabilities with incident management services and post incident response

· Acquisition significantly builds on Air Partner's Charter division's activities in emergency planning and air evacuation

Overview of Kenyon

Kenyon International Emergency Services is a world leading emergency planning and incident response company. Established as Kenyon Emergency Services in 1906, Kenyon has built a world-class reputation over the last 115 years as a leading provider of specialised support to the private and public sectors during and post emergency incidents. The company has responded to more than 350 incidents worldwide, working for and with local and national governments, regulatory bodies, emergency services, blue-chip corporates and other parties. Incidents have been varied in nature and have included human error, humanitarian relief, acts of terrorism, pandemics and climate-related extreme events.

Today, like Air Partner, Kenyon is trusted by many of the world's most high-profile companies, governments and institutions and provides their emergency planning and incident response services, with over 600 customers (including c.400 aviation customers) retaining Kenyon's services every year. Customer sectors include government (national and regional), emergency services, humanitarian, education, insurance, leisure, hospitality & tourism, transport & logistics (airports, aviation, maritime and rail), technology, business services, manufacturing, natural resources (mining, oil & gas), infrastructure and sports. Air Partner will be able to extend its reach in sectors where it currently operates, as well as grow into new customer segments.

Delivery of Kenyon's services is not restricted by geography or scale and the company works in any international environment for as long as is required, providing significant on-the-ground support and operational resources from three strategic bases around the world - Houston (Texas, USA), Bracknell (UK) and Sydney (Australia). In addition, Kenyon has an office in Beirut (Lebanon) and representation in Santo Domingo (Dominican Republic).

Kenyon employs 24 full-time staff and maintains an active roster of over 2,250 highly skilled consultants, part-time and on-call first responder staff across 59 countries. Kenyon team members are experienced professionals and experts in their fields; their combined skills and expertise comprises over 5,000 different functions, such as clinical and forensic experts, field-experienced search and recovery teams, repatriation specialists, mental health counsellors, translators, accounting, legal and compliance experts, and law enforcement professionals. These are all supported by a core team which manages logistics, systems, data collection and Kenyon's own proprietary technology Kenyon Response®.

Kenyon remained active internationally during the COVID-19 pandemic. Recent deployments have included an Air India Express accident in Kerala, India; COVID-19 related services for local authorities in the West Midlands and Essex, UK, and New York City, USA; crisis communications support for a client in the aftermath of a terrorist attack in Palma, Mozambique; an evacuation reception centre for an oil & gas company following a COVID-19 outbreak in Algeria; and the completion of a three year deployment recovering personal effects from Grenfell Tower, London, the site of a tower block fire.

Kenyon's business model is underpinned by membership revenue, providing a visible and recurring revenue stream, with additional revenues generated from incident response, consulting projects and training programmes. In the year ended 31st December 2020, Kenyon International Emergency Services Inc reported revenues of $16.3 million, including incident revenues of $12.1 million (over the last 10 years, incident revenues for a single year have ranged from $0 million to $12.0 million, and over the last five years have averaged $7.5 million), delivering pre-tax profits of $1.5 million, EBITDA of $2.5 million and gross assets of $8.0 million.

Robert A. Jensen, Kenyon Chairman, who has been with Kenyon since 1998 and majority shareholder for over 15 years, will remain with the business until 31st December 2021 to assist in the transition and integration of the business. Thereafter, Robert will move to an advisory role as Chairman Emeritus. Conor Prendergast, Managing Director of Kenyon, will hold responsibility for the day-to-day running of Kenyon and will report directly to Air Partner CEO Mark Briffa.

A video of Air Partner CEO Mark Briffa talking about the Acquisition can be found at https://www.airpartnergroup.com/investors/reports-results-and-presentations/.

Air Partner looks forward to talking further about Kenyon and its importance to the Group at the interim results announcement at the end of September. More information on Kenyon is available at https://www.kenyoninternational.com/about-us/.

Mark Briffa, CEO of Air Partner plc, said: "Kenyon International Emergency Services is an exceptional business and a true leader in the field of emergency planning and incident response. With unparalleled levels of experience built up over 115 years, Kenyon is trusted by a wide range of customers across the globe, including governments and blue-chip corporates, to deliver world-class specialised support.

Air Partner and Kenyon are two highly complementary businesses, providing significant opportunities to leverage each other's skills, heritage and impressive customer bases. The acquisition will immediately enhance our existing consulting, training and emergency response activities and adds new post-emergency capabilities in incident management, as well as extending our sector reach and global offering. The experience, products and services we are able to harness across the Air Partner Group with the addition of Kenyon is unmatched."

Robert A. Jensen, Chairman of Kenyon International Emergency Services, said: "Kenyon was the world's first emergency response provider and now, with experience built up over 115 years, it is a leader in its field, with best practice developed through multiple major deployments. Kenyon regards the sharing of knowledge as a priority and much of what is regarded as best practice in industry and government has arisen from this. By joining with the Air Partner Group, together we are again expanding the definition of emergency planning and incident response to meet the evolving needs of business and governments in a fast-changing global environment.

This transaction brings together the extensive real-world experience and resources of two complementary organisations, creating a powerful group that will allow its customers to further consolidate their incident planning, training and response operations into a more integrated system. This system will ultimately benefit those who we have always seen as the ultimate customer - the companies, survivors, and families involved in these emergencies.

Finally, thank you to my husband, the dedicated team at Kenyon, our full and part-time staff, associates, team members and clients and the many government agencies that I have worked with over the last 23 years as we have built Kenyon into the company it is today. I am sincerely grateful for all that you have done and allowed me to do. I look forward to working with you, albeit in a different role, as you take Kenyon to the next level."

Blackdown Partners acted as Financial Adviser to PT Lobos LLC.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) NO 596/2014.

ENDS

About Air Partner:

Founded in 1961, Air Partner is a global aviation services group providing aircraft charter and aviation safety & security solutions to industry, commerce, governments and private individuals, across civil and military organisations. The Group has two divisions: Air Partner Charter, comprising Group Charter, Private Jets, Freight and Specialist Services; and Air Partner Safety & Security (formerly Consulting & Training), which comprises Baines Simmons, Redline Assured Security and Managed Services. 

Group Charter charters large airliners to move groups of any size. Private Jets offers the Company's unique pre-paid JetCard scheme and on-demand charter for up to 19 people. Freight charters aircraft of every size to fly almost any cargo anywhere, at any time. Specialist Services comprises Air Partner's other aviation services that complement its Charter business: Remarketing, ACMI, scheduled group travel, tour operations, air evacuation and flight operations.

Baines Simmons offers aviation safety management and fatigue risk management. Redline Assured Security delivers government-standard security training, consultancy and solutions to regulated, high value and high threat environments. Managed Services comprises wildlife hazard management, aircraft registry services, consultancy services for airports and logistics operations, remote condition monitoring, baggage system testing, and Kenyon International Emergency Services, a world leader in emergency planning and incident response.

Air Partner has 18 locations across four continents, with its headquarters located alongside Gatwick airport in the UK. The group employs around 450 professionals globally and operates 24/7. Air Partner is listed on the London Stock Exchange (AIR) and is the only publicly listed air charter broker and aviation safety & security consultancy. It is ISO 9001:2015 compliant for commercial airline and private jet solutions worldwide. More information is available on the Company's website (www.airpartnergroup.com).

About Kenyon International Emergency Services:

Founded in 1906, Kenyon is an international leader in emergency planning and incident response, providing specialised support to local and national governments, regulatory bodies, emergency services and blue-chip corporates, among others. In its 115 years of operation, it has built up comprehensive resources and experience in every type of emergency incident, including industrial and natural disasters, pandemics, wars and terror attacks. Headquartered in Houston (Texas, USA), Kenyon has its main operational facility in Bracknell (UK), a further operational base in Sydney (Australia), an office in Beirut (Lebanon) and representation in Santo Domingo (Dominican Republic). More information is available at www.KenyonInternational.com.