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

9 February 2018

Poly Glorious Investment Company Limited

("Poly Glorious")

Replacement irrevocables in relation to the

recommended acquisition of MayAir Group plc

Poly Glorious announces that subsequent to its announcement on 26 January 2018 (the "Announcement") in relation its recommended acquisition of MayAir Group plc ("MayAir"), it has obtained revised irrevocable undertakings from the board members of MayAir (the "Revised Irrevocables").

The Revised Irrevocables follow substantially the same form as those detailed in the Announcement and cover an identical number of shares with the only difference being an amendment to clause 1.7(b). Accordingly, the position in relation to the level of irrevocables given in favour of MayAir has not changed and is set out below for completeness.

Irrevocable undertakings

Each MayAir Director (other than the MayAir Independent Directors) and their related interests, each member of the Concert Party and each Management Shareholder has irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting in respect of their own MayAir Shares, being in aggregate a total of 24,909,300 MayAir Shares, representing approximately 59.36 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 7 February 2018 (being the latest practicable date prior to this Announcement).

Jacques-Franck Dossin (being the only MayAir Independent Director who holds MayAir Shares) has irrevocably undertaken to vote in favour of the Resolutions in respect of his own MayAir Shares, being 25,000 MayAir Shares, representing approximately 0.06 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 7 February 2018 (being the latest practicable date prior to this Announcement).

The irrevocable undertakings referred to above will remain in full force and effect if the Acquisition is carried out by way of a Takeover Offer provided that: (i) MayAir has approved the Acquisition being carried out by way of Takeover Offer; and (ii) such Takeover Offer is on terms at least as favourable as the Scheme.

In addition to the above irrevocable undertakings, Poly Glorious has also received irrevocable undertakings from Invesco Asset Management Limited and Aberdeen Asset Management Asia Limited, shareholders of MayAir, to vote in favour of the Resolutions in respect of a total of 6,329,910 MayAir Shares, representing approximately 15.09 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 7 February 2018 (being the latest practicable date prior to this Announcement).

If, within five Business Days after the despatch of the document containing the terms and conditions of the Acquisition (whether by means of a contractual offer, scheme of arrangement or otherwise), a third party announces a firm intention to make an offer to acquire all the issued and to be issued equity share capital of MayAir for cash for a consideration per share which represents at least 10 per cent. greater than the value of the consideration per share available under the Offer as at the date of such third party announcement, then the obligations of the two shareholders referred to above under their undertakings shall lapse.

In aggregate, therefore, irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolutions to be proposed at the General Meeting have been received in respect of a total of 31,264,210 MayAir Shares, representing approximately 74.51 per cent. of the existing ordinary share capital of MayAir in issue (excluding treasury shares) on 7 February 2018 (being the latest practicable date prior to this Announcement).

In addition, irrevocable undertakings to vote in favour of the Management Shareholder Consideration Resolution to be proposed at the General Meeting have been received in respect of a total of 6,354,910 MayAir Shares, representing approximately 37.27 per cent. of the MayAir Shares held by Independent MayAir Shareholders (excluding treasury shares) on 7 February 2018 (being the latest practicable date prior to this Announcement). The Management Shareholders and the members of the Concert Party have irrevocably undertaken not to vote (and to take all reasonable steps to ensure that none of their associates will vote) on the Management Shareholder Consideration Resolution.

Further details of these irrevocable undertakings will be set out in the Scheme Document. A copy of the Revised Irrevocable undertakings will be put on display on Poly Glorious' website (www.poly-pgi.com) and MayAir's website (www.mayairgroup.com) from 12 noon on 12 February 2018 until the Effective Date.

Terms defined in this announcement have the same meaning as those in the Announcement unless separately defined.

For further information or enquiries please contact:

IMPORTANT NOTICES

Nplus1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Poly Glorious and no one else in connection with the matters referred to in this Announcement. In connection with these matters, N+1 Singer, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Poly Glorious for providing the protections afforded to the clients of N+1 Singer nor for providing advice in relation to the matters referred to in this Announcement.

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 will be 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. However, if Poly Glorious were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

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.

Cautionary Note Regarding Forward Looking Statements

This Announcement contains statements that are or may be deemed to be forward looking with respect to the financial condition, results of operations and business of MayAir and certain plans and objectives of the MayAir Board and Poly Glorious. These forward looking statements can be identified by the fact that they are prospective in nature and do not relate to historical or current facts. These estimates are based on assumptions and assessments made by the MayAir Board or Poly Glorious in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate.

Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements 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 Poly Glorious' or MayAir's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Poly Glorious' or MayAir's business.

These forward looking statements are made as at the date of this Announcement and are not guarantees of future financial performance. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of Poly Glorious or MayAir. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to Poly Glorious or MayAir or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Each of Poly Glorious and MayAir disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

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.