30 Apr 2021 17:55
30 April 2021
Signature Aviation announces its election to redeem in full its 5.375% Senior Notes due 2026
London, 30 April 2021 -- Signature Aviation US Holdings, Inc. (the "Issuer"), a Delaware corporation and wholly-owned subsidiary of Signature Aviation plc ("Signature"), announces its election to redeem in full (the "Redemption"), subject to the satisfaction or waiver of certain conditions, its outstanding $500,000,000 5.375% Senior Notes due 2026 (the "Notes") upon the terms of, and subject to the conditions set forth in, the Notice of Full Conditional Redemption sent to the holders of the Notes on April 30, 2021 (the "Redemption Notice") in accordance with the requirements under the indenture related to the Notes (the "Indenture").
The date fixed for Redemption is June 1, 2021 (the "Redemption Date"). On the Redemption Date, the Notes will be redeemed at a redemption price equal to 102.68750% of the aggregate principal amount plus accrued and unpaid interest, if any, to but not including the Redemption Date (the "Redemption Price"). The Redemption is being made in connection with, and is expressly conditioned upon, (i) the consummation the previously announced proposed acquisition of the entire issued and to be issued share capital of Signature, other than shares in Signature owned or controlled by Cascade and the Bill & Melinda Gates Foundation Trust, by Brown Bidco Limited (a newly formed company to be indirectly owned by joint offerors (i) Blackstone Infrastructure and Blackstone Core Equity, (ii) Global Infrastructure Partners and (iii) Cascade) ("Bidco") via a court-sanctioned Scheme of Arrangement under Part 26 of the U.K. Companies Act 2006 (the "Acquisition Condition") and (ii) the receipt by the Issuer from Bidco or its affiliates of an amount equal to the Redemption Price (the "Financing Condition").
The Redemption may not occur and the Redemption Notice may be rescinded by the Issuer in its sole discretion in the event that the Acquisition Condition and the Financing Condition are not satisfied or waived by the Issuer by the Redemption Date, which date may be delayed by the Issuer, as needed to so coincide with or immediately follow the satisfaction or waiver of the Acquisition Condition and the Financing Condition.
Important information
This document contains forward-looking statements. The forward-looking statements include, without limitation, statements concerning the Redemption, the Acquisition Condition and the Financing Condition. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Issuer and Signature about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results. The Issuer and Signature expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities. The Redemption is being made only pursuant to the Redemption Notice dated 30 April 2021.
Enquiries:
Signature Aviation plc
David Crook, Group Finance Director
Kate Moy, Head of Investor Relations and Communications
(020) 7514 3999
Tulchan Communications
David Allchurch
Suniti Chauhan
(020) 7353 4200