AIR.L Regulatory News (AIR)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN AIR PARTNER PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.

THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATE HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM, OR A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

FOR IMMEDIATE RELEASE.

12 June 2020

AIR PARTNER PLC

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

Retail Offer via PrimaryBid.com

Air Partner plc (LSE: AIR), the global aviation services group, today announces a retail offer via PrimaryBid of new ordinary shares (the "Retail Offer Shares") of 1 pence each in the capital of the Company (the "PrimaryBid Offer") at an issue price of 75 pence per new Ordinary Share (the "Issue Price").

As separately announced today (the "Placing Announcement"), the Company is also conducting a Placing of new Ordinary Shares("Placing Shares") at the Issue Price by way of an accelerated bookbuild process managed by Canaccord Genuity and N+1 Singer as Joint Bookrunners (the "Bookbuilding Process"). The PrimaryBid Offer and Placing are expected to raise up to £7.5million (before expenses).

The Issue Price represents a discount of 1.45 per cent. to the closing middle market price of an Ordinary Share on 11 June 2020 (being the latest practicable date prior to the publication of this announcement).

The PrimaryBid Offer and the Placing are conditional upon the Retail Offer Shares and Placing Shares being admitted to premium listing segment of the Official List of the FCA and to trading on the Main Market ("Admission"). Admission is expected to take place at or around 8.00 a.m. on 16 June 2020. Completion of the PrimaryBid Offer is conditional upon the Placing becoming unconditional in all respects.

The Company will use the net proceeds of the PrimaryBid Offer as described more fully in the Placing Announcement.

The PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors from 7.01 am on 12 June 2020. The PrimaryBid Offer will close at the same time as the Bookbuilding Process is completed.The PrimaryBid Offer may close early if it is oversubscribed.

Subscriptions under the PrimaryBid Offer will be considered by the Company on a "first come, first served" basis, subject to certain conditions which are available to view on PrimaryBid.com.

No commission will be charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is important to note that once an application for Retail Offer Shares has been made and accepted via PrimaryBid, that application is irrevocable and cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit  www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750. Additional information on the PrimaryBid Offer are set out below.

The Retail Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares in issue, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

For more information contact:

Further details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the Company over several years. Given this longstanding support, the Company believes that it is appropriate to provide retail and other interested investors with the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available exclusively through PrimaryBid.com.

It is a term of the PrimaryBid Offer that the total value of Retail Offer Shares available for subscription at the Issue Price does not exceed €8 million, as is legally required (equivalent to approximately £7.1 million at the exchange rate of 9 June 2020). Accordingly, the Company is not required to publish, and has not published, a prospectus in connection with the PrimaryBid Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of the Financial Services and Markets Act 2000. The PrimaryBid Offer is not being made into any jurisdiction where it would be unlawful to do so.

The PrimaryBid Offer is open to existing shareholders and other individual investors subscribing via PrimaryBid.com. There is a minimum subscription of £100 per investor under the terms of the PrimaryBid Offer and allocations will be filled on a "first come first served" basis.

The Company, in consultation with PrimaryBid, reserves the right to scale back any order at its discretion.

For further details please refer to www.PrimaryBid.com. The terms and conditions on which the Offer is made, including the procedure for application and payment for PrimaryBid Subscription Shares, is available to all persons who register with PrimaryBid.com.

Capitalised terms used in this announcement have the same meaning as in the Placing Announcement.

It should be noted that a subscription for the Retail Offer Shares and any investment in the Company carry a number of risks. Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt. 

IMPORTANT INFORMATION

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: conditions in the public markets; the market position of the Group; competition in the Company's principal markets; the earnings, financial position, cash flows, return on capital and operating margins of the Group; the terms and conditions of the Company's financing arrangements; acquisitions or disposals of business or assets and the anticipated investments and capital expenditures of the Group; changing business or other market conditions; changes in political or tax regimes, exchange rates and clients; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this Announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the Listing Rules, MAR, the DTRs, the rules of the London Stock Exchange or the FCA or other applicable legislation or regulation, neither the Company nor the Joint Bookrunners undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement or incorporated by reference into this Announcement is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the Company.

This Announcement contains information regarding the Company's business and the markets in which it operates and competes, which the Company has obtained from various third party sources. Where information has been sourced from a third party it has been accurately reproduced and, so far as the Company is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Such information has not been audited or independently verified.

Certain data in this Announcement, including financial, statistical and operating information, has been rounded.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Canaccord Genuity, which is a member of the London Stock Exchange, is authorised and regulated in the United Kingdom by the FCA and is acting as financial adviser, joint broker and bookrunner for the purposes of the Listing Rules. N+1 Singer, which is a member of the London Stock Exchange, is authorised and regulated in the United Kingdom by the FCA and is acting as joint broker and bookrunner for the purposes of the Listing Rules. Both of the Joint Bookrunners are acting exclusively for the Company in connection with the matters referred to in this Announcement and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing any advice in relation to the contents of this Announcement or any transaction, arrangement or matter referred to herein.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of the Joint Bookrunners or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this Announcement and the offering of the Placing Shares and Retail Offer Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe such restrictions.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.

The Placing Shares and Retail Offer Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares and Retail Offer Shares should conduct their own due diligence on the Placing Shares and Retail Offer Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement is released by the Company and contains inside information for the purposes of Article 7 of MAR, encompassing information relating to the Placing and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

END