27th Oct 2015 07:00
27 October 2015
BBA Aviation plc - Results of Rights Issue
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, NEW ZEALAND, OMAN, SOUTH AFRICA, SWITZERLAND, THE UNITED ARAB EMIRATES, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
BBA Aviation plc ("BBA Aviation" or the "Company") today announces that the 6 for 5 Rights Issue of 562,281,811 New Ordinary Shares at 133 pence per New Ordinary Share announced on 23 September 2015 closed for acceptances at 11:00 a.m. (London time) on 26 October 2015. The Company received valid acceptances in respect of 549,370,287 New Ordinary Shares, representing approximately 97.7 per cent. of the total number of New Ordinary Shares to be issued pursuant to the fully underwritten Rights Issue.
It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 27 October 2015 and that definitive share certificates in respect of New Ordinary Shares in certificated form will be dispatched to Shareholders by no later than 3 November 2015.
It is expected that the New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities on 27 October 2015.
In accordance with their obligations under the Underwriting Agreement as Joint Global Co-ordinators in respect of the Rights Issue as set out in the Prospectus, J.P. Morgan Securities plc , which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and Jefferies International Limited will endeavour to procure subscribers for the remaining 12,911,524 New Ordinary Shares not validly taken up in the Rights Issue, failing which J.P. Morgan Cazenove, Jefferies International Limited, Barclays Bank PLC and HSBC Bank plc as Underwriters have agreed to acquire, on a several basis, any remaining New Ordinary Shares.
The net proceeds from the placing of such New Ordinary Shares (after the deduction of the Issue Price of 133 pence per New Ordinary Share and the expenses of procuring subscribers including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable, if any) will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5 will not be paid to such persons but will be paid to the Company.
A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.
For further information please contact:BBA Aviation plc+44 (0) 20 7514 3999Mike Powell, Group Finance DirectorJemma Spalton, Head of Communications & Investor Relations
J.P. Morgan Cazenove(Sole Financial Adviser, Sole Sponsor and Joint Bookrunner)+44 (0) 20 7742 4000Robert ConstantMark BreuerNicholas HallRichard PerelmanLaurene Danon
Jefferies International Limited(Joint Bookrunner)+44 (0) 20 7029 8000Paul NichollsDavid Watkins
Tulchan Communications(PR advisor to BBA)+44 (0) 20 7353 4200David AllchurchMartha Walsh
END
IMPORTANT NOTICE
The defined terms set out in the Definitions section of the combined prospectus and circular dated 23 September 2015 (the "Prospectus") apply in this announcement. This announcement has been issued by and is the sole responsibility of BBA Aviation plc.This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement cannot be relied upon for any investment contract or decision. The information in this announcement is subject to change.A copy of the Prospectus is available from the registered office of BBA and on BBA's website at www.bbaaviationplc.com provided that the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Shareholders in the Restricted Territories. Neither the content of BBA's website nor any website accessible by hyperlinks on BBA's website is incorporated in, or forms part of, this announcement. The Prospectus gives further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights offered pursuant to the Rights Issue.This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in Australia, Canada, New Zealand, Oman, South Africa, Switzerland, the United Arab Emirates or the United States and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.This announcement does not constitute an offer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares to any person with a registered address, or who is located, in the United States or the Restricted Territories or in any other jurisdiction in which such an offer or solicitation is unlawful. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been, nor will be, registered or qualified for distribution to the public under the securities laws of any Restricted Territory and may not be offered, sold, taken up, exercised, resold, renounced, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from such jurisdictions except pursuant to an applicable exemption from, and in compliance with, any applicable securities laws and any specific procedures that are adopted by BBA with respect to a particular Restricted Territory. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in any of the Restricted Territories.The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement and any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, subject to certain exemptions, such documents should not be distributed in, forwarded to or transmitted in or into the United States or any other Restricted Territories.None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares nor the Provisional Allotment Letters have been, nor will be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any securities laws of any state, district or other jurisdiction of the United States. Accordingly, such securities may not be offered, sold, taken up, exercised, resold, renounced, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities in the United States.This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. This announcement cannot be relied upon for any investment contract or decision.Each of J.P. Morgan Cazenove, Barclays Bank PLC and HSBC Bank plc, which are authorised by the Prudential Regulation Authority (the "PRA") in the United Kingdom and regulated by the PRA and the FCA, and Jefferies International Limited, which is authorised and regulated by the FCA in the United Kingdom, are acting for BBA and no one else in connection with the Acquisition and the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client of the Underwriters in relation to the Acquisition or Admission and will not be responsible for providing the protections afforded to the Underwriters' clients nor for giving advice in relation to the Acquisition, the Rights Issue or any acquisition or arrangement referred to, or information contained in, this announcement. Neither the Underwriters nor any of their respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of the Underwriters in connection with this announcement, any statements contained herein or otherwise.
Related Shares:
SIG.L