MayAir Group Regulatory News (MAYA)

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 OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

12 March 2018

RECOMMENDED £50 MILLION ACQUISITION

of

MAYAIR GROUP PLC

by

POLY GLORIOUS INVESTMENT COMPANY LIMITED

intended to be effected by means of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991

Result of Court Meetings and General Meeting

MayAir Group plc ("MayAir") is pleased to announce that, in connection with the recommended acquisition of the entire issued and to be issued ordinary share capital of MayAir by Poly Glorious Investment Company Limited, the Resolutions to approve the Scheme were passed by Management Shareholders at the Court Meeting for Management Shareholders and by Non-Management Shareholders at the Court Meeting for Non-Management Shareholders by the requisite majority of Shareholders at each Court Meeting. In addition, all of the Resolutions proposed at the General Meeting were passed by Scheme Shareholders, on the terms set out in the notice of each meeting.

Full details of the Scheme are set out in the Scheme Document dated 16 February 2018. Capitalised terms and expressions used in this announcement have the same meanings as set out in the Scheme Document. 

Court Meeting for Management Shareholders

At the Court Meeting for Management Shareholders convened in accordance with the Court Order dated 14 February 2018, the resolution to approve the Scheme was duly passed on a poll by a majority in number of Management Shareholders present and voting (and entitled to vote) in person or by proxy, representing 100 per cent. of the voting rights held by such Management Shareholders. Details of the votes cast were as follows:

Court Meeting for Non-Management Shareholders

At the Court Meeting for Non-Management Shareholders convened in accordance with the Court Order dated 14 February 2018, the resolution to approve the Scheme was duly passed on a poll by a majority in number of Non-Management Shareholders present and voting (and entitled to vote) in person or by proxy, representing 83.42 per cent. of the voting rights held by such Non-Management Shareholders. Details of the votes cast were as follows:

General Meeting

At the General Meeting, the following Resolutions were proposed:

· Resolution 1, a special resolution to approve: (i) giving the Board the authority to take all necessary action to carry the Scheme into effect; (ii) reclassifying the MayAir Shares held by Management Shareholders as Class B ordinary shares of no par value in the Company; and (iii) amending the Articles (as described in the Notice of General Meeting in Part IX of the Scheme Document)

· Resolution 2, an ordinary resolution to approve the Management Shareholder Consideration (as summarised in Part II of the Scheme Document)

· Resolution 3, a special resolution to approve the re-registration of the Company from a public limited company to a private limited company.

A poll was conducted on the resolutions and the results are detailed below:

Notes:

(1) The Management Shareholders and the members of the Concert Party had irrevocably undertaken not to vote (and to take all reasonable steps to ensure that none of their associates voted) on the Management Shareholder Consideration Resolution. The number of MayAir Shares eligible to vote on resolution 2 was 17,051,200.

Effective date and timetable

Completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Royal Court of Jersey at the Court Hearing which is anticipated to take place on 19 March 2018. A full list of Conditions to the implementation of the Acquisition is included in the Scheme Document published on 16 February 2018.

An application has been made to disable in CREST dealings in MayAir Shares and to suspend trading in MayAir Shares on AIM. The disablement in CREST is expected to occur with effect from 6:00 p.m. on 16 March 2018 and the suspension from 7:30 a.m. on 19 March 2018.

An application has also been made for the cancellation of admission to trading of MayAir Shares, conditional on Court sanction of the Scheme and the Scheme becoming effective. Such cancellation is expected to occur with effect from 7:00 a.m. on 20 March 2018.

Other

The Company remains in an "Offer Period" as defined in the Code. Accordingly, the dealing disclosure requirements listed below will apply.

Enquiries:

IMPORTANT NOTICES

Allenby Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser and nominated adviser to MayAir and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than MayAir for providing the protections afforded to clients of Allenby, or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

Cantor Fitzgerald Europe, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as broker to MayAir and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than MayAir for providing the protections afforded to clients of Cantor Fitzgerald Europe, or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

The Offer is being made solely through the Scheme Document, which contains the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any vote in relation to the Offer should be made only on the basis of the information contained in the Scheme Document. MayAir Shareholders are advised to read the Scheme Document carefully.

This Announcement has been prepared for the purpose of complying with the laws of England and Wales, the laws of Jersey, the Code, the Disclosure Guidance and Transparency Rules of the FCA, the AIM Rules and the rules of the London Stock Exchange 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 England and Wales and Jersey.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Jersey or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders are contained in the Scheme Document.

US investors in MayAir

The Acquisition relates to shares of a Jersey company and is proposed to be effected by means of a scheme of arrangement under the laws of Jersey. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the Jersey to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules.

Restricted Jurisdictions

Unless otherwise determined by Poly Glorious or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to MayAir Shareholders who are not resident in the United Kingdom or Jersey may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Jersey should inform themselves of, and observe, any applicable requirements.

Dealing Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of MayAir or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) MayAir and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of MayAir or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of MayAir or of any securities exchange offeror(s) must make a Dealing Disclosure if the person deals in any relevant securities of MayAir or of any securities exchange offeror.

A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) MayAir and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of MayAir or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by MayAir and by any offeror and Dealing Disclosures must also be made by MayAir, by any offeror(s) and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to MayAir Shareholders

Please be aware that addresses, electronic addresses and certain information provided by MayAir Shareholders, persons with information rights and other relevant persons for the receipt of communications from MayAir may be provided to Poly Glorious during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

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 figures that precede them.