Significant Stock Sale and Share Placing

 

TIDMAI. 
 
RNS Number : 0972N 
Aero Inventory PLC 
10 February 2009 
 

10 February 2009 
 
 
 
 
Aero Inventory plc ("Aero Inventory" or the "Company") 
 
 
 
 
Significant Stock Sale and Share Placing 
 
 
STOCK SALE 
In order to position itself to take on further new business Aero Inventory has 
completed the sale of a significant quantity of consumable aircraft parts to Air 
Canada. The consideration received by Aero Inventory for this material is in the 
form of Bills of Exchange with a face value of approximately US$100 million, 
maturing in just less than one year. Aero Inventory intends to discount the 
Bills for cash to provide additional liquidity to facilitate new business. The 
sale also represents a significant step towards achieving the Company's twin 
objectives of improving stock turn and releasing cash from inventory. 
 
 
SHARE PLACING 
Aero Inventory has also considered it appropriate in the current business 
climate to supplement the cash to be generated by the sale to Air Canada with a 
placing of new ordinary shares. Aero Inventory has today raised approximately 
GBP11.9 million, before expenses, through a placing with certain existing 
shareholders of 4,762,680 new shares at a price of 250p per share (the 
'Placing'). The shares placed represent approximately 10 per cent. of the 
Company's existing issued share capital and approximately 9.1 per cent. of the 
Company's issued share capital following the Placing. 
 
 
The Placing is conditional on the Admission of the new shares to trading on the 
Alternative Investment Market of the London Stock Exchange ('AIM'). Application 
has been made for the new shares to be admitted to trading on AIM and dealings 
are expected to commence on 13 February 2009. Following the Placing, Aero 
Inventory has 52,389,678 Ordinary Shares of 1.25p in issue. 
 
 
Lansdowne Partners, one of Aero Inventory's largest shareholders, is considered 
a related party under the AIM Rules. It is participating in the Placing and as a 
consequence the Placing is classified as a related party transaction. However, 
the directors of Aero Inventory, having consulted with the Company's nominated 
adviser, JPMorgan Cazenove, consider that the terms of the placing to Lansdowne 
Partners are fair and reasonable insofar as its shareholders are concerned. 
 
 
CURRENT TRADING 
Demand from existing contracts continues to be resilient although it would be 
unrealistic to expect it to remain entirely unaffected by the global economic 
slowdown. Current trading is in line with management expectations and Aero 
Inventory is seeing unprecedented new business opportunities with progress being 
made in a number of new contract negotiations, in particular with one major 
airline. 
 
 
Commenting on the transactions, Rupert Lewin, the Chief Executive of Aero 
Inventory, said: 
'I am pleased to announce two transactions which will help to ensure that we 
have the financial resources to enable Aero Inventory to continue to win 
substantial new business despite the challenging economic climate.' 
 
 
 
 
For further information, please contact: 
 
Aero Inventory plc                          [phone] 
Rupert Lewin, Chief Executive               [e-mail] 
 
 
JPMorgan Cazenove                         [phone] 
Nick Garrett 
 
 
Numis Securities                           [phone] 
Chris Wilkinson 
 
 
Buchanan Communications Limited    [phone] 
Bobby Morse+44 (0)7802 875227 
Ben Willey+44 (0)7718 771513 
Christian Goodbody 
 
 
 
 
TERMS AND CONDITIONS 
 
 
This Announcement does not constitute an offer to sell or issue or the 
solicitation of an offer to buy or acquire shares in the United States, Canada, 
Australia or Japan or any jurisdiction in which such an offer or solicitation is 
unlawful. The shares in the Company referred to in this Announcement (the 
'Placing Shares') have not been and will not be registered under the US 
Securities Act of 1933, as amended ('Securities Act') and may not be offered or 
sold within the United States except pursuant to an exemption from, or in a 
transaction not subject to, the registration requirements of the Securities Act 
and applicable state laws. No public offering of shares in the Company will be 
made in the United States or any other jurisdiction. 
 
 
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 JPMorgan Cazenove Limited or by any of its 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. Any indication in this Announcement of the price at which ordinary 
shares have been bought or sold in the past cannot be relied upon as a guide to 
future performance. 
 
 
JPMorgan Cazenove Limited ('JPMC'), which is authorised and regulated by the 
Financial Services Authority, is acting for the Company in connection with the 
Placing and no-one else and JPMC will not be responsible to anyone other than 
the Company for providing the protections afforded to clients of JPMC nor for 
providing advice in relation to the Placing. 
 
 
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY. 
 
 
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS 
ANNOUNCEMENT IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN 
ECONOMIC AREA WHO ARE QUALIFIED INVESTORS; (B) IN THE UNITED KINGDOM, QUALIFIED 
INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS 
RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES 
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'); (II) ARE 
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, 
UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT 
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED 
TO AS 'RELEVANT PERSONS'). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON 
BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY 
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND 
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF 
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 
 
 
Persons who are invited to and who choose to participate in the Placing, by 
making an oral or written offer to subscribe for Placing Shares (the 'Placees'), 
will be deemed to have read and understood this Announcement in its entirety and 
to be making such offer on the terms and conditions, and to be providing the 
representations, warranties, acknowledgements, and undertakings contained in 
this Announcement. Persons (including, without limitation, nominees and 
trustees) who have a contractual or other legal obligation to forward a copy of 
this Announcement should seek appropriate advice before taking any action. In 
this Announcement, unless the context otherwise requires, Placee means a 
relevant person (including individuals, funds or others) on whose behalf a 
commitment to subscribe for Placing Shares has been given. A bid for Placing 
Shares will be made on the terms and subject to the conditions in this 
Announcement and will be legally binding on the Placee on behalf of which it is 
made and except with JPMC's consent (on behalf of the Company) will not be 
capable of variation or revocation after the time at which it is submitted. Each 
Placee will also have an immediate, separate, irrevocable and binding 
obligation, owed to the Company, to pay it (or as it may direct) in cleared 
funds an amount equal to the product of the Placing Price and the number of 
Placing Shares such Placee has agreed to acquire. Each Placee's obligations 
under this paragraph will be owed to the Company and may be enforced by the 
Company or JPMC as its agent. 
All obligations under the Placing will be subject to Admission occurring. By 
participating, each Placee will agree that its rights and obligations in respect 
of the Placing will not be capable of rescission or termination by the Placee. 
JPMC, its affiliates and their respective officers and employees may hold 
positions in, and deal in, the securities of the Company and financial 
instruments related thereto, including the Company's existing ordinary shares 
and the Placing Shares. 
 
 
No Prospectus 
 
 
The Placing Shares are being offered to a limited number of specifically invited 
persons only and will not be offered in such a way as to require a prospectus in 
the United Kingdom or in any other jurisdiction. No offering document or 
prospectus has been or will be submitted to be approved by the FSA in relation 
to the Placing and Placees' commitments will be made solely on the basis of the 
information contained in this Announcement. The Company's ordinary shares are 
admitted to trading on AIM, and the Company is therefore required to publish 
certain business and financial information in accordance with the AIM Rules 
(collectively, the 'Exchange Information'), which includes a description of the 
nature of the Company's business and the Company's most recent AIM admission 
document and financial statements, and similar statements for preceding 
financial years. Each Placee, by accepting a participation in the Placing, 
agrees that the content of this Announcement is exclusively the responsibility 
of the Company and confirms that it has neither received nor relied on any 
information, representation, warranty, or statement made by or on behalf of the 
Company or JPMC or any other person (other than on this Announcement and the 
Exchange Information) and neither JPMC nor the Company nor any other person will 
be liable for any Placee's decision to participate in the Placing based on any 
other information, representation, warranty or statement which the Placees may 
have obtained or received. Each Placee acknowledges and agrees that it has 
relied on its own investigation of the business, financial or other position of 
the Company in accepting a participation in the Placing, that it is able to 
obtain or access the Exchange Information without undue difficulty and that it 
is able to bear the financial risk of investing in the Placing Shares. Nothing 
in this paragraph shall exclude the liability of any person for fraudulent 
misrepresentation. 
 
 
Settlement 
 
 
Settlement of transactions in the Placing Shares following Admission will take 
place within the CREST system, subject to certain exceptions. It is expected 
that settlement will be on the date of admission of the Placing Shares to 
trading on AIM in accordance with the instructions set out in the trade 
confirmation. The obligation to deliver the Placing Shares is an obligation of 
the Company and not of its agent JPMC. All times and dates in this Announcement 
may be subject to amendment. 
 
 
Each Placee is deemed to agree that, if it does not comply with these 
obligations, JPMC may sell any or all of the Placing Shares allocated to that 
Placee on such Placee's behalf and retain from the proceeds, for the Company's 
account and benefit, an amount equal to the aggregate amount owed by the Placee 
plus any interest due. The relevant Placee will, however, remain liable to the 
Company for any shortfall below the aggregate amount owed by it and may be 
required to bear any stamp duty or stamp duty reserve tax (together with any 
interest or penalties) which may arise upon the sale of such Placing Shares on 
such Placee's behalf. 
 
 
Insofar as Placing Shares are registered in a Placee's name or that of its 
nominee or in the name of any person for whom a Placee is contracting as agent 
or that of a nominee for such person, such Placing Shares should, subject as 
provided below, be so registered free from any liability to UK stamp duty or 
stamp duty reserve tax. 
 
 
Representations and Warranties 
 
 
By participating in the Placing each Placee (and any person acting on such 
Placee's behalf): 
 
 
  1.  undertakes that it is outside the United States and Canada and is subscribing 
  for the Placing Shares in an "offshore transaction" (within the meaning of 
  Regulation S under the Securities Act) and acknowledges that the Placing Shares 
  have not been and will not be registered under the securities legislation of the 
  United States, Canada or any other jurisdiction and, subject to certain 
  exceptions, may not be offered, sold, taken up, renounced or delivered or 
  transferred, directly or indirectly, within those jurisdictions; 
  2.  represents and warrants that the issue to it, or the person specified by it for 
  registration as holder, of Placing Shares will not give rise to a liability 
  under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary 
  receipts and clearance services) and that the Placing Shares are not being 
  acquired in connection with arrangements to issue depositary receipts or to 
  transfer Placing Shares into a clearance system; 
  3.  if a financial intermediary, as that term is used in Article 3(2) of the EU 
  Prospectus Directive (which means Directive 2003/71/EC and includes any relevant 
  implementing measure in any member state) (the 'Prospectus Directive'), 
  represents and warrants that the Placing Shares purchased by it in the Placing 
  will not be acquired on a non-discretionary basis on behalf of, nor will they be 
  acquired with a view to their offer or resale to, persons in a Member State of 
  the European Economic Area which has implemented the Prospectus Directive other 
  than qualified investors, or in circumstances in which the prior consent of JPMC 
  has been given to the offer or resale; 
  4.  represents and warrants that it has not offered or sold and will not offer or 
  sell any Placing Shares to persons in the European Economic Area except to 
  persons whose ordinary activities involve them in acquiring, holding, managing 
  or disposing of investments (as principal or agent) for the purposes of their 
  business or otherwise in circumstances which have not resulted in and which will 
  not result in an offer to the public in any member state of the European 
  Economic Area within the meaning of the Prospectus Directive, and that it has 
  complied and will comply with all applicable provisions of the Financial 
  Services and Markets Act 2000 with respect to anything done by it in relation to 
  the Placing Shares in, from or otherwise involving, the United Kingdom; 
  5.  represents and warrants that it and any person acting on its behalf is entitled 
  to acquire the Placing Shares under the laws of all relevant jurisdictions and 
  that it has all necessary capacity and has obtained all necessary consents and 
  authorities to enable it to commit to this participation in the Placing and to 
  perform its obligations in relation thereto (including, without limitation, in 
  the case of any person on whose behalf it is acting, all necessary consents and 
  authorities to agree to the terms set out or referred to in this Announcement) 
  and will honour such obligations; 
  6.  where it is acquiring Placing Shares for one or more managed accounts, 
  represents and warrants that it is authorised in writing by each managed account 
  both to acquire the Placing Shares for each managed account and to make on its 
  behalf the representations, warranties and agreements in this Announcement; 
  7.  undertakes that it (and any person acting on its behalf) will make payment for 
  the Placing Shares allocated to it in accordance with this Announcement on the 
  due time and date set out herein, failing which the relevant Placing Shares may 
  be placed with other placees or sold as the Company or JPMC may determine and 
  without liability to such Placee, and acknowledges that time shall be of the 
  essence as regards obligations pursuant to this Announcement; 
  8.  undertakes that the person whom it specifies for registration as holder of the 
  Placing Shares will be (i) itself or (ii) its nominee, as the case may be. 
  Neither JPMC nor the Company will be responsible for any liability to stamp duty 
  or stamp duty reserve tax resulting from a failure to observe this requirement. 
  Each Placee and any person acting on behalf of such Placee agrees to participate 
  in the Placing and it agrees to indemnify the Company and JPMC in respect of the 
  same on the basis that the Placing Shares will be allotted to the CREST stock 
  account of JPMC, who will hold them as nominee on behalf of such Placee until 
  settlement in accordance with its standing settlement instructions; 
  9.  acknowledges that any agreements entered into by it pursuant to these terms and 
  conditions shall be governed by and construed in accordance with the laws of 
  England and Wales and it submits (on behalf of itself and on behalf of any 
  person on whose behalf it is acting) to the exclusive jurisdiction of the 
  English courts as regards any claim, dispute or matter arising out of any such 
  contract, except that enforcement proceedings in respect of the obligation to 
  make payment for the Placing Shares (together with any interest chargeable 
  thereon) may be taken by the Company or JPMC in any jurisdiction in which the 
  relevant Placee is incorporated or in which any of its securities have a 
  quotation on a recognised stock exchange; 
  10.  agrees that the Company and JPMC and their respective affiliates and others will 
  rely upon the truth and accuracy of the foregoing representations, warranties, 
  acknowledgements and undertakings which are irrevocable; 
  11.  agrees to indemnify and hold the Company and JPMC and their respective 
  affiliates harmless from any and all costs, claims, liabilities and expenses 
  (including legal fees and expenses) arising out of or in connection with any 
  breach of the representations, warranties, acknowledgements, agreements and 
  undertakings in this Announcement, which shall survive after completion of the 
  Placing. 
 
The agreement to settle a Placee's acquisition (and/or the acquisition of a 
person for whom such Placee is contracting as agent) free of stamp duty and 
stamp duty reserve tax depends on the settlement relating only to an acquisition 
by it and/or such person direct from the Company for the Placing Shares in 
question. Such agreement assumes that the Placing Shares are not being acquired 
in connection with arrangements to issue depositary receipts or to transfer the 
Placing Shares into a clearance service. If there are any such arrangements, or 
the settlement related to any other dealing in the Placing Shares, stamp duty or 
stamp duty reserve tax may be payable, for which neither the Company nor JPMC 
will be responsible. If this is the case, each Placee should seek its own advice 
and notify JPMC accordingly. In addition, Placees should note that they will be 
liable for any stamp duty and all other stamp, issue, securities, transfer, 
registration, documentary or other duties or taxes (including any interest, 
fines or penalties relating thereto) payable outside the UK by them or any other 
person on the subscription by them of any Placing Shares or the agreement by 
them to acquire any Placing Shares. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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