BBA Aviation PLC Acquisition (9097Z)

TIDMBBA

RNS Number : 9097Z

BBA Aviation PLC

23 September 2015

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, OMAN, SOUTH AFRICA, SWITZERLAND, THE UNITED ARAB EMIRATES OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS. INVESTORS SHOULD NOT ACQUIRE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS EXPECTED TO BE PUBLISHED TODAY IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF BBA AVIATION PLC AND ON ITS WEBSITE WWW.BBAAVIATION.COM.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

BBA AVIATION PLC

For immediate release

23 September 2015

Proposed $2,065 million Acquisition of Landmark Aviation and fully underwritten GBP748 million Rights Issue to expand Signature's leading network and enhance the underlying quality, growth and value creation prospects of the Group

   --      Proposed acquisition of Landmark for $2,065 million 
   --      A transformational and strategically compelling transaction for BBA Aviation 
   --      Major expansion of Signature, the world's largest FBO network 

-- Brings Signature's operational excellence to Landmark's portfolio and enhances industry leading customer proposition

   --      Substantial cost synergies and tax benefits 
   --      Strong cash generation and rapid deleveraging profile 
   --      Expected to be EPS enhancing in 2017 and materially enhancing on a cash tax basis 
   --      Return on invested capital expected to exceed weighted average cost of capital in 2018 

Commenting on today's announcement, Simon Pryce, Chief Executive of BBA Aviation, said:

"This is a transformational step in the continued execution of BBA Aviation's strategy that is both strategically and financially compelling. It represents a unique opportunity to materially expand our global Signature FBO business and deepen our exposure to the attractive B&GA market with its structural growth drivers.

The acquisition would enable customers to benefit from an extension of Signature's industry-leading service offering and its operational excellence across a much larger network of high quality locations. Combining Signature and Landmark would also realise significant cost synergies as well as substantial tax benefits.

More broadly, the acquisition increases BBA Aviation's focus on the provision of value-added services to B&GA users and enhances the Group's prospects for cash generation and value creation through effective integration, continued strategy execution and active portfolio management."

Summary

BBA Aviation plc ("BBA") announces that it has reached agreement with affiliates of The Carlyle Group, on the terms of the proposed $2,065 million acquisition of Landmark Aviation ("Landmark"), a leading fixed base operation ("FBO") network with 68 locations (the "Acquisition"). The Acquisition will be funded through new debt facilities and a fully underwritten rights issue of 562,281,811 New Ordinary Shares at a Rights Issue price of 133 pence per new Ordinary Share, raising approximately GBP748 million, before expenses (the "Rights Issue").

Landmark is an integrated aviation service provider offering end-to-end support services to Business and General Aviation ("B&GA") customers. After Signature, Landmark is one of the largest FBO networks in the world with 68 locations, of which 64 are in North America and 4 in Europe. It owns a group of high quality assets with a presence at four in the top five and 14 in the top 50 U.S. airports as measured by the FAA. Landmark's portfolio of locations has a remaining average lease term of 18 years. Given the acquisition history of Landmark, its historical financial record is of limited relevance in assessing the scale, value and opportunity that Landmark represents for BBA. The BBA Board considers that a more appropriate base measure of Landmark's financial performance is a run-rate Adjusted EBITDA based on Landmark's second quarter 2015 financial performance of $161 million.

Signature is the world's largest leading FBO network with 133 FBO locations of which 79 are in North America. Signature has been successfully executing a strategy of value creation by driving growth ahead of its markets through delivery of industry-leading and enhanced services to its customers from an expanding network of the most relevant FBOs while continuing to create operational efficiency.

BBA intends to extend this successful strategy to the acquired locations, which will increase Signature's network to 133 locations in North America and 189 locations in total. Acquiring Landmark increases Signature's network relevance and offers the opportunity to apply Signature's operational excellence to the Landmark portfolio. It also materially increases BBA's exposure to the attractive B&GA market and its structural growth drivers, accelerating the delivery of BBA's stated strategy and enhancing the quality, future growth prospects and cash generation of the Group.

Key transaction terms

Under the terms of the Acquisition Agreement, and subject to the conditions to the Acquisition being satisfied, BBA has agreed to acquire Landmark from the Sellers for a cash consideration of $2,065 million, subject to certain adjustments:

-- a customary working capital adjustment based off an agreed amount of target working capital, capped at an adjustment of $10 million either way; and

-- dollar-for-dollar adjustments for the amount of Landmark's cash and funded debt as of Completion.

As a result of its size, the Acquisition is conditional upon the approval of BBA Shareholders. The Acquisition is also conditional, in addition to certain other matters, on the expiration or termination of all applicable waiting periods under the U.S. Hart-Scott-Rodino Act (the "HSR Act").

Transaction financing

It is intended that the entire proceeds of the Rights Issue will be used towards funding the Acquisition. The Acquisition will be funded through:

   --      $1,142 million from the proceeds of the Rights Issue; and 
   --      $1,000 million pursuant to the terms of the Acquisition Financing Agreement. 

Pro forma for the Acquisition, the BBA Board believes that leverage would be approximately 3.5x net debt/EBITDA as at 31 December 2015, which the BBA Board expects to reduce towards the top end of BBA's target range by the end of 2017.

Synergies and financial effects of the transaction

The BBA Board expects a reduction of approximately $35 million in the cost base of the Enlarged Group on a recurring basis, most of which is anticipated to be delivered in the financial year ending 31 December 2017. The BBA Board expects to incur one-time expenditure of approximately $25 million after closing and through 2016 in integrating the Landmark business into the BBA business as well as a capital expenditure of $19 million.

In addition, the Acquisition will trigger a change in tax basis of Landmark's intangible assets, resulting in the realisation of certain tax assets to be amortised over the next 12-15 years. The net present value of these tax benefits is approximately $240 million discounted at the Group's post-tax cost of capital.

The consideration for the Acquisition represents a multiple of annualised Adjusted EBITDA of $161 million based on the quarter ended 30 June 2015, of 10.6x, after taking account of the estimated $35 million per annum of cost synergies to be achieved by 2017, and 9.3x, after taking account of the estimated $35 million per annum of cost synergies to be achieved by 2017 and of the estimated $240 million net present value of the tax benefits.

The BBA Directors believe that the Acquisition will be accretive to adjusted underlying earnings per share in the first full financial year (ending 31 December 2017) following Completion and materially enhancing to BBA's adjusted underlying earnings per share in the same period, after taking account of the cash tax benefit. In addition, after taking account of the net present value of the tax benefits, the acquisition is expected to deliver a return on invested capital in excess of BBA's weighted average cost of capital by the second full financial year following Completion (ending 31 December 2018).

A combined Class 1 circular and prospectus (the "Prospectus") containing further details of the Acquisition and the Rights Issue and containing the notice convening the General Meeting (to be held at 10 a.m. on 9 October 2015) will be sent to BBA Shareholders (other than BBA Shareholders with a registered address in the United States or the Restricted Territories) as soon as practicable.

The Rights Issue has been fully underwritten by J.P. Morgan Cazenove, Jefferies International Limited, Barclays Bank PLC and HSBC Bank plc.

A presentation for analysts and institutional investors will be held today at The Lincoln Centre, 18 Lincoln's Inn Fields, London, WC2A 3ED at 09.00 a.m. For further details please call [phone]. The presentation for analysts will be available on BBA's website: www.bbaaviation.com

This preceding summary should be read in conjunction with the full text of the following announcement and its appendices, together with the Prospectus which is expected to be published today. Unless otherwise defined herein, capitalised terms shall have the meanings ascribed to them in the "Glossary" section at the end of this announcement.

(MORE TO FOLLOW) Dow Jones Newswires

September 23, 2015 02:06 ET (06:06 GMT)

Indicative abridged timetable

 
 Publication of Prospectus               23 September 2015 
 Latest time and date for          10.00 a.m. on 7 October 
  receipt of Forms of Proxy                           2015 
                                         close of business 
 Rights Issue Record Date                on 7 October 2015 
                                   10.00 a.m. on 9 October 
 BBA General Meeting                                  2015 
 Existing Ordinary Shares 
  marked "ex" by the London        8.00 a.m. on 12 October 
  Stock Exchange                                      2015 
 Dealings in New Ordinary 
  Shares, nil paid, commence       8.00 a.m. on 12 October 
  on the London Stock Exchange                        2015 
 Latest time and date for 
  acceptance, payment in full 
  and registration of renounced   11.00 a.m. on 26 October 
  Provisional Allotment Letters                       2015 
 Dealings in New Ordinary 
  Shares, fully paid, commence     8.00 a.m. on 27 October 
  on the London Stock Exchange                        2015 
 Long stop date for Completion           23 September 2016 
 

_______________

Information on BBA

BBA Aviation plc is a leading global aviation support and aftermarket services provider with market leading businesses and attractive growth opportunities. BBA Aviation's Flight Support businesses (Signature Flight Support and ASIG) are focused on refuelling and ground handling of business and commercial aviation aircraft. Its Aftermarket Services businesses (Dallas Airmotive, Premier Turbines, H+S Aviation, International Turbine Service, Barrett Turbine Engine Company, International Governor Services and Ontic) are focused on the repair and overhaul of jet engines and the service of aerospace sub-systems and components. For more information, please visit www.BBAaviation.com

For further information please contact:

BBA Aviation plc

[phone]

Mike Powell, Group Finance Director

Jemma Spalton, Head of Communications & Investor Relations

J.P. Morgan Cazenove

(Sole Financial Adviser, Sole Sponsor and Joint Bookrunner)

[phone]

Robert Constant

Mark Breuer

Nicholas Hall

Richard Perelman

Laurene Danon

Jefferies International Limited

(Joint Bookrunner)

[phone]

Paul Nicholls

David Watkins

Tulchan Communications

(PR advisor to BBA)

[phone]

David Allchurch

Martha Walsh

Barclays Bank PLC, acting through its investment bank, has acted as an adviser to BBA Aviation on certain financial aspects of the transaction.

The securities being offered in the Rights Issue have not been, and will not 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.

BBA AVIATION PLC

Proposed Acquisition of Landmark and fully underwritten GBP748 million Rights Issue

   1.            Introduction 

On 23 September 2015, BBA announced that it had entered into a definitive agreement with affiliates of Landmark's ultimate owner, The Carlyle Group, for the proposed acquisition of Landmark, a leading fixed base operation ("FBO") network with 68 locations, for $2,065 million consideration subject to certain adjustments (the "Acquisition").

BBA proposes to finance the Acquisition through a combination of (a) proceeds of a Rights Issue to raise a total of approximately $1,116 million, net of estimated expenses, and (b) $1,000 million from existing and new bank facilities.

This announcement explains the background to and reasons for the Acquisition and the Rights Issue and why the BBA Board considers that the resolutions required to authorise BBA to carry out the Acquisition and the Rights Issue (the "Resolutions") to be proposed at the General Meeting are in the best interests of Shareholders and why the BBA Board unanimously recommends that Shareholders vote in favour of the Resolutions.

   2.            Background to and reasons for the Acquisition and the Rights Issue 
   2.1          Background 

BBA is a market-leading provider of global aviation support and aftermarket services principally to owners, operators and users of business and general aviation ("B&GA"). BBA comprises two divisions - Flight Support and Aftermarket Services, which represented 67 per cent. and 33 per cent. of 2014 revenues respectively. Signature is BBA's largest business and represented 70 per cent. of Flight Support divisional revenue and 47 per cent. of the total BBA revenue in 2014.

Signature has been successfully executing a strategy of value creation by driving growth ahead of its markets through delivery of industry-leading and enhanced services to its customers from an expanding network of the most relevant FBOs, while continuing to create operational efficiency, among other things. Signature seeks to augment organic growth through value-creative investment on existing and new airports and to gain efficiencies from strategic acquisitions in the fragmented FBO and B&GA services markets.

Signature today is a world-leading network of 133 FBO locations of which 79 are in North America and 90 are wholly owned. The remainder are either minority owned and/or are members of the Signature Select (TM) affiliate programme.

The Signature FBO network includes FBOs at all of the top ten U.S. airports and 29 of the top 50 U.S. airports as measured by the FAA.

Signature also has 54 locations in Europe, Central and South America and Asia Pacific and is a truly global FBO business.

Effective execution of Signature's strategy has delivered 5.2 per cent compound annual growth in Signature's revenue (at constant fuel prices) between 2009 and 2014, outperforming the U.S. B&GA growth over the same period by approximately 200 basis points in terms of revenue.

Landmark is an integrated aviation service provider offering end to end support services to B&GA customers. Carlyle acquired Landmark for the second time in 2012 (having previously sold Landmark in 2007). Landmark has grown its business in part through acquisitions, as demonstrated by the acquisitions of 12 businesses during 2014 and 2015.

Landmark currently has 68 FBO locations of which 64 are in North America. This includes four of the top five and 14 in the top 50 U.S. general aviation airports as measured by the FAA (Business Jet Operations as of 31 December 2014). Landmark also has FBOs in France and the United Kingdom.

In addition to providing FBO services to its customers Landmark also provides MRO aircraft management and charter services.

Given the number, size and timing of acquisitions made by Landmark, the BBA Board believes that Landmark's historical financial record is of limited assistance in assessing the current scale, value and opportunity that Landmark represents for BBA. The BBA Board considers that a more appropriate base measure of Landmark's financial performance is a run-rate Adjusted EBITDA based on Landmark's second quarter 2015 financial performance. On this basis, the consideration for the Acquisition represents a multiple of annualised Adjusted EBITDA of $161 million based on the quarter ended 30 June 2015, of (a) 10.6 times, after taking account of the estimated $35 million per annum of cost synergies to be achieved by 2017, and (b) 9.3 times, after taking account of the estimated $35 million per annum of cost synergies and the estimated $240 million net present value of the tax benefits.

The BBA Board believes that the Acquisition represents a good opportunity for Signature and its customers to create significant cost-saving and quality-enhancing efficiencies in the fragmented FBO market by applying Signature's operational excellence to Landmark's portfolio. The Acquisition deepens BBA's exposure to the attractive B&GA market with its structural growth drivers. The primary elements of the strategic and financial rationale for the Acquisition are set out below.

   2.2          A significant expansion to BBA's high-performing Signature business 

The BBA Board believes that the Acquisition will expand Signature's existing network materially, increasing its relevance to a broader base of B&GA customers, allowing them to access an enhanced range of industry leading services at many more destinations in a cost-effective way.

The BBA Board believes that the Landmark locations are complementary to Signature's existing FBOs and the Enlarged Group's network would have a significantly expanded presence, in particular across the continental United States and Hawaii, as well as in Canada, the UK and France.

   2.3          An enhanced and high quality network 

The enlarged network would have FBOs in 18 of the top 20 and 37 of the top 50 U.S. airports in North America as measured by the FAA. The Acquisition would add FBOs at airports such as San Diego, Atlanta, Denver, Cleveland, Seattle and Cincinnati. The enlarged Signature business would also have FBOs in 38 of the top 50 metropolitan statistical areas.

After Completion, the average remaining lease term of the combined portfolio would be 18 years. Leases underlying locations that contributed 88 per cent. of the combined 2015 projected EBITDA would extend to 2020, and leases underlying locations that contributed 71 per cent. of 2015 projected EBITDA would extend to 2025.

   2.4          Improved and expanded service offering 

(MORE TO FOLLOW) Dow Jones Newswires

September 23, 2015 02:06 ET (06:06 GMT)

In addition to its FBO operations, Landmark has a network of MRO locations that support the repair and alteration of airframes, avionics and interiors. The BBA Board believes that the network of 11 MRO locations is complementary to the MRO services provided by Signature through its Signature TechnicAir and CSE Citation Centre brands and improves the breadth and capabilities of BBA's broader MRO service offering across a wider range of platforms with scale, inventory efficiency and expanded customer support opportunities.

Landmark also operates an aircraft management and charter services business, with a charter and managed fleet of over 110 aircraft. This represents a service extension to Signature's existing offering and supports the expanding demand from Signature's existing customers for charter and management solutions. Being part of BBA would also bring broader aftermarket support benefits for Landmark's current fleet and charter management customers. Currently, the BBA Board intends that, following Completion, BBA will limit its ownership to a non-controlling stake in the Landmark air charter transportation business in order to address U.S. Department of Transportation U.S. ownership and control requirements. BBA will create a wholly-owned new entity, which will provide charter brokerage services (which services are not subject to U.S. ownership and control requirements) to Landmark's and to other charter operations. In the period prior to Completion, preparations will be made in respect of any restructuring of the charter transportation and aircraft management business, which is required to comply with the U.S. Department of Transportation's U.S. ownership and control requirements.

   2.5          Deepens BBA's exposure to an end market with attractive growth drivers 

Acquiring Landmark materially increases BBA's exposure to B&GA at what the BBA Board believes to be an attractive point in the industry cycle and the combined Signature and Landmark business would become a substantial majority of the Enlarged Group. The Flight Support division would represent approximately 77 per cent. of the Enlarged Group's underlying operating profit taking account of anticipated cost synergies as set out below (Signature representing more than 90 per cent. of Flight Support operating profit in the Enlarged Group) calculated on a combined basis for the year ended 31 December 2014. B&GA has attractive medium- and long-term structural growth prospects supported by the following:

-- the increasing benefits of B&GA flying over alternatives for certain users, particularly in North America, related to the increasing perceived economic value of time;

-- airline consolidation reducing direct services to smaller airports, increasing the advantage of point to point business travel to a broad network of locations; and

-- the positive long-term outlook for U.S. GDP, corporate investment and corporate profits growth, all long-term favourable drivers of B&GA demand.

External commentators such as the FAA project annual growth in U.S. B&GA flying of 3.7 per cent. between 2015 and 2018. This is consistent with a market that remains approximately 15 per cent. below its 2007 prior peak at the date of this announcement.

   2.6          Creates an enlarged and more focused B&GA service provider 

The BBA Board believes that, in addition to the strategic benefits of combining the Signature and Landmark businesses, the Acquisition would increase BBA's focus on the provision of value-added services to B&GA users with the addition of little additional structural cost. The Enlarged Group's increased scale would enhance its attraction, development and retention of high quality leadership and provides better and more effective access to financing markets. Importantly the BBA Board believes that the increased focus on the provision of FBO services represents a material improvement in the underlying quality of BBA and, following Completion, the Enlarged Group would have enhanced prospects for earnings and revenue growth, cash generation and value creation through effective integration, continued strategy execution and active portfolio management.

For the year ended 31 December 2014, BBA delivered underlying operating profit (before unallocated corporate costs) of $222.3 million, of which 60 per cent. came from Flight Support and 40 per cent. from Aftermarket Services. Taking account of Landmark's Adjusted EBITA in the three months ended 30 June 2015 ($31 million), annualising this as a more appropriate base measure of Landmark's financial performance ($124 million), and the anticipated run-rate level of synergies (as set out below), the BBA Board estimates that of the Enlarged Group's underlying operating profit before unallocated corporate costs, 77 per cent. would come from Flight Support and 23 per cent. from Aftermarket Services.

   2.7          Synergy benefits 

Cost synergies

The BBA Board believes that, based on its assessment of the operating expenses (distribution and administrative expenses) of the Landmark business, as a result of the Acquisition there is an opportunity to reduce the annualised distribution and administrative expenses of the Enlarged Group by approximately $35 million on a recurring basis most of which the BBA Board believes will be delivered in the financial year ending 31 December 2017. This is compared with the distribution and administrative expenses of $318 million for the financial year ended 31 December 2014 but also taking into account the estimated full-year effect of Landmark's acquisitions in 2014 and 2015 and $258 million of annualised distribution and administrative expenses for BBA for the financial year ended 31 December 2014.

The BBA Board believes that this estimated reduction of operating expenses could not be achieved without the Acquisition reaching Completion. The BBA Board believes a reduction in cost will be achieved by utilising the combined BBA and Landmark resources across the Enlarged Group more effectively, by removing certain duplicated costs and through standardising systems, processes and adopting best practices. In addition, there are opportunities for improving procurement. The BBA Board expects to incur one-time expenditure of approximately $25 million after closing and through 2016 in integrating the Landmark business into the BBA business as well as a capital expenditure of $19 million. The estimated synergies as set out above reflect both the beneficial elements and the relevant costs.

Tax benefits

Generally, the Landmark entities are structured as a dual holding company, split between a tiered limited liability company that is taxed as a partnership for U.S. federal income tax purposes (which we refer to as the LLC holdco), and a tiered limited liability company that has elected to be taxed as a corporation for U.S. federal income tax purposes (which we refer to as the corporate holdco). A portion of the interests in the LLC holdco is ultimately owned by two Delaware limited partnerships that have each elected to be taxed as corporations for U.S. federal income tax purposes and another minority interest is owned by a U.S. corporate subsidiary of the corporate holdco. At Completion, BBA will acquire all of the interests in the corporate holdco, all of the interests in the two Delaware limited partnerships and any remaining interests in the LLC holdco that BBA will not otherwise have indirectly acquired. As a result, BBA will indirectly acquire approximately 40 per cent. of Landmark's assets through entities that are taxed as partnerships for U.S. federal income tax purposes while 60 per cent. of Landmark's assets will be indirectly acquired through entities taxed as corporations.

As a result of the Acquisition, the BBA Board expects to be able to step up the tax basis of the portion of the assets acquired through entities taxed as partnerships to fair value, based on the Acquisition consideration allocated to these assets. The BBA Board expects the tax basis step-up to be approximately $504 million. The BBA Board believes that a significant portion of this step-up can be amortised over a fifteen-year period for U.S. tax purposes (at approximately $34 million per year) and deducted from the Enlarged Group's earnings for tax purposes in the United States.

Additionally, assets purchased by BBA through entities taxed as corporations will have approximately $470 million of existing amortisable tax basis that will carry over in the Acquisition. The BBA Board expects that this portion of Landmark's assets will continue to be amortised for tax purposes based on their current tax basis (that is, without a step up in asset basis). The profile of this amortisation is initially $44 million per year over the next seven years, reducing to $28 million per year by the twelfth year.

The BBA Board has been advised that these tax treatments are uncontroversial and are available under long-standing U.S. tax legislation, and believes that the net present value of all of the tax benefits discussed above is approximately $240 million, assuming an eight per cent. post-tax discount rate.

   2.8          Financial effects of the Acquisition 

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The BBA Board has carefully reviewed the business and prospects of the Enlarged Group, as well as the expected synergy benefits and the associated costs of achieving them. The Acquisition meets BBA's criteria for acquisitions and, after taking into account the forecast synergy benefits, and based on (among other things) current economic assumptions, the BBA Board believes the Acquisition to be accretive to adjusted earnings per share in the first full financial year (ending 31 December 2017) following Completion and materially enhancing to BBA's adjusted earnings per share in the first full financial year (ending 31 December 2017) following Completion after taking account of the cash tax benefit. After taking account of the net present value of the tax benefits, the Acquisition is expected to deliver a return on invested capital in excess of BBA's weighted-average cost of capital by the second full financial year following Completion (ending 31 December 2018).

Based on the foregoing, the BBA Board believes leverage at the end of 2015 will be approximately 3.5 times net debt/underlying EBITDA, based on pro forma EBITDA from BBA, Landmark and historical Landmark acquisitions, which the BBA Board expects to reduce towards the top end of BBA's targeted range by the end of 2017.

   3.            The terms of the Acquisition 
   3.1          Overview 

Under the terms of the Acquisition Agreement, and subject to the conditions to the Acquisition being satisfied, BBA has agreed to acquire Landmark from the Sellers for a cash consideration of $2,065 million, subject to the following adjustments:

(A) a customary working capital adjustment based off an agreed amount of target working capital, capped at an adjustment of $10 million either way; and

(B) dollar-for-dollar adjustments for the amount of Landmark's cash and funded debt as of Completion.

   3.2          The Acquisition Agreement and conditions to the Acquisition 

Completion of the Acquisition is conditional on the following, among other matters:

   (A)          the Resolutions being passed at the General Meeting; 
   (B)           the expiration or termination of all applicable waiting periods under the HSR Act; 

(C) no governmental order being in force specifically enjoining or prohibiting Completion;

(D) the accuracy (at certain agreed levels of materiality) of each Party's representations and warranties under the Acquisition Agreement;

(E) the compliance in all material respects by each Party with its covenants under the Acquisition Agreement;

   (F)           the absence of a material adverse effect on the Landmark Group; and 

(G) the satisfaction or waiver of all conditions to BBA's financing under the Acquisition Financing Agreement and the Underwriting Agreement necessary to complete the Acquisition, the Acquisition Financing Agreement and the Underwriting Agreement not being terminated, and the financing under the Acquisition Financing Agreement and the Underwriting Agreement necessary to complete the Acquisition being funded or available to BBA in accordance with the terms and conditions thereof, except to the extent that the satisfaction of any such condition, any such termination event or the funding or availability of such financing, in each case, is within BBA's control.

   3.3          Financing of the Acquisition and use of proceeds 

It is intended that the entire proceeds of the Rights Issue will be used towards funding the Acquisition and associated fees, costs and expenses. The Acquisition will be funded through:

   --      $1,142 million from the proceeds of the Rights Issue; and 

-- $1,000 million pursuant to the terms of the Acquisition Financing Agreement, of which amounts will be drawn to: (i) fund, in part, the cash consideration payable under the Acquisition Agreement; (ii) to the extent required, refinance certain existing indebtedness of the Landmark Group (including under the Landmark First Lien Credit Agreement and the Landmark Second Lien Credit Agreement); and (iii) pay related fees, costs and expenses.

   4.            Terms of the Rights Issue and of the New Ordinary Shares 

BBA is proposing to raise approximately GBP731 million (net of expenses) pursuant to the Rights Issue. The Rights Issue is being fully underwritten by the Underwriters, subject to certain customary conditions. The Rights Issue Price of 133 pence per New Ordinary Share represents a 53 per cent. discount to the closing middle market price of BBA of 284.7 pence per Ordinary Share on 22 September 2015, the latest Business Day prior to the announcement of the Rights Issue and a 34 per cent. discount to the theoretical ex-rights price of 202 pence per New Ordinary Share calculated by reference to the closing middle market price on the same basis.

Subject to the fulfilment of, among other things, the conditions set out below, BBA will offer 562,281,811 New Ordinary Shares to Qualifying Shareholders at a Rights Issue Price of 133 pence per New Ordinary Share, payable in full on acceptance. The Rights Issue will be offered on the basis of:

6 New Ordinary Shares for every 5 Existing Ordinary Shares

held on the Record Date, and so in proportion to any other number of Existing Ordinary Shares then held and otherwise on the terms and conditions set out in the Prospectus. Qualifying Non- CREST Shareholders with registered addresses in the United States or in any of the other Restricted Territories will not be sent Provisional Allotment Letters and Qualifying CREST Shareholders in such territories will not have their CREST stock accounts credited with Nil Paid Rights, except where BBA and the Underwriters are satisfied that such action would not result in the contravention of any registration or other legal or regulatory requirement in such jurisdiction.

Fractions of New Ordinary Shares will not be allotted to any Qualifying Shareholders and, where necessary, fractional entitlements to New Ordinary Shares will be rounded down to the nearest whole number.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares. The Rights Issue is conditional, among other things, upon:

   (A)          the passing of the Resolutions at the General Meeting without material amendment; 

(B) Admission of the New Ordinary Shares becoming effective by not later than 8.00 a.m. on 12 October 2015 (or such later time and/or date as the parties to the Underwriting Agreement may agree);

(C) save to the extent not material (in the good faith opinion of the Joint Global Coordinators) in the context of BBA (together with its subsidiaries and subsidiary undertakings), the Enlarged Group, the Acquisition or the Rights Issue, the warranties of BBA under the Underwriting Agreement remaining true and accurate up to and at the time of Admission;

(D) save to the extent not materially adverse in the context of the Acquisition or the Rights Issue, BBA having complied with its obligations under the Underwriting Agreement;

(E) no material adverse change having occurred in respect of BBA (together with its subsidiaries and subsidiary undertakings) or the Landmark Group prior to Admission;

(F) the Acquisition Agreement not having lapsed or been terminated in each case prior to Admission; and

(G) no matter requiring a supplement to the Prospectus having arisen between the time of publication of the Prospectus and Admission and no such supplement being published by BBA before Admission which, in each case, in the good faith opinion of the Joint Global Co-ordinators (having consulted with BBA where reasonably practicable), is materially adverse in the context of BBA (together with its subsidiaries and subsidiary undertakings), the Enlarged Group, the Rights Issue or the Acquisition.

The Rights Issue is not conditional on Completion. The Rights Issue may therefore complete while the Acquisition does not. If Admission of the New Ordinary Shares is effected but Completion does not occur, the BBA Directors' current intention is that the proceeds of the Rights Issue will be invested and/or applied to manage BBA's debt and cash position on a short-term basis, while the BBA Directors evaluate how best to return substantially all of the proceeds capital to Shareholders. Prior to being returned to Shareholders, the proceeds of the Rights Issue may be used to repay any revolving credit facility of BBA's, to the extent drawn down at the relevant date. The remainder would be held as cash on the balance sheet. Any revolving credit facility of BBA's would be drawn down prior to distribution of the proceeds to Shareholders so that substantially all of the proceeds can be returned to Shareholders.

The Rights Issue has been fully underwritten by J.P. Morgan Cazenove, Jefferies International Limited, Barclays Bank PLC and HSBC Bank plc.

   5.            Information relating to BBA 

BBA is the only quoted, focused provider of global aviation support and aftermarket services to operators of B&GA, military and commercial aircraft. BBA delivers these services through more than 12,000 employees at over 230 locations on five continents. In 2014, 78 per cent. of BBA's revenues were generated in North America. BBA's operations in the B&GA market accounted for 72 per cent. of BBA's 2014 revenues, operations in the commercial aviation market accounted for 24 per cent. of BBA's 2014 revenues and four per cent. of BBA's 2014 revenues were related to the military aviation market.

Flight Support has over 180 locations worldwide, covering geographies with large numbers of business jets and commercial aircraft movements.

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-- Signature is the world's largest leading FBO network providing business aviation services from 133 locations in the United States, Europe, South America, Africa and Asia. It provides high-quality, full service support for B&GA travel focused on passenger handling, refuelling, hangar and office rentals and other ancillary and technical services. Signature's revenue for the year ended 31 December 2014 increased by 11 per cent. To $1,075.8 million (2013: $968.4 million).

-- ASIG is a leading global independent refueller, providing ground, fuel and airport facility services to airlines, airports, oil companies and industry partners in the commercial aviation sector. It safely delivers flexible and comprehensive service solutions including refuelling, fuel farm management, ground handling, aircraft technical support services, facilities equipment maintenance and de-icing with considerable technical expertise at more than 85 airports in North America, Central America, Europe and Asia. ASIG's revenue for the year ended 31 December 2014 increased by 13 per cent. to $460.5 million (2013: $407.5 million) with commercial aircraft movements down two per cent. in North America and up three per cent. in Europe.

Aftermarket Services has 20 locations worldwide, distributed to support customer requirements.

-- BBA's engine repair and overhaul ("ERO") businesses are two of the leading independent original equipment manufacturer ("OEM") authorised engine repair service providers to the B&GA and other small thrust capacity engine market. Together, BBA's ERO businesses have strong and established relationships with major engine OEMs and are authorised to work on 80 per cent. of engines powering the B&GA fleet and over 65 per cent. of engines powering the rotorcraft fleet. Revenue for the year ended 31 December 2014 was $583.4 million (2013: $597.8 million), representing a three per cent. organic revenue decline. This revenue reduction was primarily driven by lower volumes, particularly on older mid-cabin engines, with the recovery in B&GA movements taking longer than anticipated to have a meaningful benefit.

-- Legacy Support is a leading provider of high-quality, cost-effective solutions in the continuing support of maturing aerospace platforms to major aerospace OEMs and airframe operators. Revenue for the year ended 31 December 2014 declined by two per cent. to $165.5 million (2013: $168.2 million), the majority of which was organic. This represented a better than anticipated performance compared with the strong performance in 2013 partly due to the completion of two substantial, non-recurring contracts in 2013.

   6.            Current trading, prospects and trend information in respect of BBA 

The BBA Board remains confident in the 2015 full-year outlook. There is strong momentum in Flight Support, with Signature's continued outperformance and ASIG's reduced start-up costs. The BBA Board believes that Aftermarket Services' overall performance in the second half of 2015 will be more positive as efficiency improvements in ERO take effect, underpinned by the completion of new licence adoptions and a strong order book in Legacy Support. Due to this, coupled with a continued, albeit slow, recovery in the major markets in which BBA operates, the BBA Board believes that BBA is well positioned for another year of continued growth in 2015 with strong momentum into 2016. BBA continues to realise the benefits of both the significant growth investments made in recent years, the full impact of which the BBA Board believes will not be seen until 2016 and 2017, with a continuing good pipeline of value creative opportunities.

   7.            Information relating to Landmark 

Landmark is an integrated aviation provider offering end-to-end services for general aviation customers. It is one of the largest FBO networks in the world, with 68 locations in the United States, Canada, France and the United Kingdom. It has locations at premier airports including New York (White Plains), New Jersey (Teterboro), Los Angeles, Miami, San Diego, Washington DC (Dulles), Paris (Le Bourget) and London (Luton).

Landmark offers the following aviation services to its customers:

-- High quality, full service support for B&GA travel, focused on refuelling, passenger handling, hangar and office rentals and other ancillary and technical services;

-- Aircraft management and charter: chartering aircraft and managing regular operations such as flight despatch, pilot positioning, scheduling and oversight of aircraft maintenance and repairs and financial/accounting services; and

-- Landmark has achieved a strong financial performance, reflecting the high quality of the business. Revenue was $465 million in 2012, $529 million in 2013 and $708 million in 2014, though the 2014 numbers do not fully reflect the 12 acquisitions made by Landmark in 2014 and 2015. Adjusted EBITDA was $57 million, $79 million and $115 million in 2012, 2013 and 2014 respectively.

   8.            Current trading, prospects and trend information in respect of Landmark 

Landmark continues to enhance its position as a leading provider of aviation services to the general aviation industry and Landmark remains confident in its short- and long-term growth prospects. In 2015, Landmark has continued to strengthen its network through strategic acquisitions and key airport lease renewals. Landmark also expanded its aircraft management and charter division and Landmark expects this investment to add value across all three of its business segments. Landmark expects its MRO business to improve based on efficiency improvements and its integration with the FBO and aircraft management and charter divisions. Landmark continues to realise the benefits of the growth investments made across all three business segments in recent years.

   9.            Intentions of the BBA Directors 

The BBA Directors, who hold in aggregate 1,239,225 Ordinary Shares, representing 0.26 per cent. of BBA's existing issued ordinary share capital as at 22 September 2015 (being the last practicable date prior to the publication of the Prospectus), each intend to take up their rights in full or in part in respect of the New Ordinary Shares to which they are entitled or, where their Ordinary Shares are held in trust or with nominees, such BBA Directors intend to recommend that such rights be taken up in full or in part.

   10.          Dividends 

For the financial year ended 31 December 2014, BBA paid a final dividend of 11.58 cents per Ordinary Share (2013: 11.0 cents; 2012: 10.45 cents).

BBA also declared an interim dividend on 5 August 2015 for the six months ended 30 June 2015 of 4.85 cents per Ordinary Share (2014: 4.62 cents; 2013: 4.40 cents), which will be paid on 30 October 2015 to Shareholders who were registered on 18 September 2015.

The New Ordinary Shares to be issued pursuant to the Rights Issue will not carry an entitlement to the Interim Dividend.

It is expected that any final dividend of the Enlarged Group for the year ending 31 December 2015 would be proposed at the Enlarged Group's next annual general meeting and paid in June 2016. It is expected that any interim dividend of the Enlarged Group for the year ending 31 December 2016 will be declared in August 2016 and paid in November 2017.

The BBA Board intends to continue with its progressive dividend policy. In the absence of unforeseen circumstances, the BBA Board intends to recommend a final dividend for the year ending 31 December 2015 (for which the New Ordinary Shares will rank) grown in line with the 2015 interim dividend, but adjusted for the bonus element of the Rights Issue.

   11.          Admission of the New Ordinary Shares 

The New Ordinary Shares will be issued credited as fully paid on completion of the Rights Issue and will rank pari passu in all respects with the Existing Ordinary Shares. BBA will apply for admission of the New Ordinary Shares to the premium listing segment of the Official List of the UK Listing Authority and to listing on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission of the Nil Paid Rights will take place on 12 October 2015.

The Existing Ordinary Shares are already admitted to the premium listing segment of the Official

List and to trading on the London Stock Exchange's main market for listed securities and to CREST. It is expected that all of the New Ordinary Shares, when issued and fully paid, will be capable of being held and transferred by means of CREST. The New Ordinary Shares will trade under ISIN GB00BIFP8915 and the SEDOL number of the New Ordinary Shares is B1FP891. The ISIN number for the Nil Paid Rights is GB00BYNFF262 and the ISIN for the Fully Paid Rights is GB00BYNFF825.

   12.          General meeting 

A general meeting of BBA is to be held at J.P. Morgan, 60 Victoria Embankment, London, EC4Y 0JP on 9 October 2015 at 10.00 a.m. This General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolutions. The Resolutions must be passed in order for the Acquisition to proceed. A summary and explanation of the Resolutions is set out below, but please note that this does not contain the full text of the Resolutions and you should read this section in conjunction with the Resolutions in the Notice of General Meeting at the end of the Prospectus.

   13.          Resolutions 

The resolution to approve the Acquisition is to be proposed at the General Meeting as an ordinary resolution (the "Acquisition Resolution"). The Acquisition Resolution will pass if more than 50 per cent. of the votes cast (either in person or by proxy) are in favour of the Acquisition Resolution.

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Subject to and conditional upon the passing of the Acquisition Resolution, the following resolution to provide the BBA Directors with the necessary authority and power to allot sufficient ordinary shares to undertake the Rights Issue, to apply until the conclusion of the BBA annual general meeting to be held in 2016, is to be proposed at the General Meeting as an ordinary resolution (the "Authority to Allot Resolution"). The Authority to Allot Resolution will pass if more than 50 per cent. of the votes cast (either in person or by proxy) are in favour.

   14.          Financial advice 

The BBA Board has received financial advice from J.P. Morgan Limited in relation to the Acquisition. In providing advice to the BBA Board, J.P. Morgan Limited has relied upon the BBA Board's commercial assessment of the Acquisition.

   15.          Recommendation and voting intentions 

The BBA Board believes the Acquisition, the Rights Issue and the Resolutions to be in the best interest of BBA and the Shareholders as a whole. Accordingly, the Directors unanimously recommend that the Shareholders vote in favour of the Resolutions to be proposed at the General Meeting to approve the Acquisition, the Rights Issue and related matters, as the Directors each intend to do in respect of their own legal and beneficial holdings, amounting to 1,239,225 Ordinary Shares (representing approximately 0.26 per cent. of BBA's existing issued ordinary share capital as at 22 September 2015 (being the last practicable date prior to the publication of the Prospectus)).

Further Information

Further details in relation to the Acquisition and Rights Issue will be set out in the Prospectus which is expected to be published today. Please also refer to the Important Notice at the end of this announcement.

For further information please contact:

BBA Aviation plc

[phone]

Mike Powell, Group Finance Director

Jemma Spalton, Head of Communications & Investor Relations

J.P. Morgan Cazenove

(Sole Financial Adviser, Sole Sponsor and Joint Bookrunner)

[phone]

Robert Constant

Mark Breuer

Nicholas Hall

Richard Perelman

Laurene Danon

Jefferies International Limited

(Joint Bookrunner)

[phone]

Paul Nicholls

David Watkins

Tulchan Communications

(PR advisor to BBA)

[phone]

David Allchurch

Martha Walsh

Barclays Bank PLC, acting through its investment bank, has acted as an adviser to BBA Aviation on certain financial aspects of the transaction.

APPENDIX 1

Expected Timetable of Principal Events

Each of the times and dates in the table below is indicative only and may be subject to change. Please read the notes to this timetable set out below.

 
                                                        2015 
 Announcement of the Acquisition                        23 September 
  and the Rights Issue 
 Publication and posting                                23 September 
  of the Prospectus, including 
  the Notice of General Meeting, 
  and the Form of Proxy 
 Latest time and date for             10.00 a.m.           7 October 
  receipt of Forms of Proxy            on 
 General Meeting                      10.00 a.m.           9 October 
                                       on 
 Provisional Allotment Letters                             9 October 
  despatched (to Qualifying 
  Non-CREST Shareholders only) 
 Publication of notice in                                  9 October 
  the London Gazette 
 Admission                            8.00 a.m.           12 October 
                                       on 
 Dealings in the New Ordinary         8.00 a.m.           12 October 
  Shares, nil paid, commence           on 
  on the London Stock Exchange 
 Existing Ordinary Shares             8.00 a.m.           12 October 
  marked "ex-rights" by the            on 
  London Stock Exchange 
 Nil Paid Rights credited             as soon             12 October 
  to stock accounts in CREST           as practicable 
  (Qualifying CREST Shareholders       after 8.00 
  only)                                a.m. on 
 Nil Paid Rights and Fully            as soon             12 October 
  Paid Rights enabled in CREST         as practicable 
                                       after 8.00 
                                       a.m. on 
 Recommended latest time              4.30 p.m.           20 October 
  for requesting withdrawal            on 
  of Nil Paid Rights or Fully 
  Paid Rights from CREST (i.e. 
  if your Nil Paid Rights 
  or Fully Paid Rights are 
  in CREST and you wish to 
  convert them into certificated 
  form) 
 Recommended latest time              3.00 p.m.           21 October 
  and date for depositing              on 
  renounced Provisional Allotment 
  Letters, nil paid or fully 
  paid, into CREST or for 
  dematerialising Nil Paid 
  Rights or Fully Paid Rights 
  into a CREST stock account 
 Latest time and date for             3.00 p.m.           22 October 
  splitting Provisional Allotment      on 
  Letters, nil paid or fully 
  paid 
 Latest time and date for             11.00 a.m.          26 October 
  acceptance, payment in full          on 
  and registration of renounced 
  Provisional Allotment Letters 
 Expected date of announcement        by 8.00             27 October 
  of result of Rights Issue            a.m. on 
 Dealings in New Ordinary             8.00 a.m.           27 October 
  Shares, fully paid, commence         on 
  on the London Stock Exchange 
  and New Ordinary Shares 
  credited to CREST stock 
  accounts (uncertificated 
  holders only) 
 Expected date of despatch            by not              3 November 
  of definitive share certificates     later than 
  for New Ordinary Shares 
  in certificated form (to 
  Qualifying non-CREST Shareholders 
  only) 
 Long stop date for Completion                          23 September 
                                                                2016 
 

_____________________________

Notes:

1. Each of the times and dates set out in the expected timetable of principal events above and mentioned throughout the Prospectus, the Provisional Allotment Letter and in any other document issued in connection with the Rights Issue or the Acquisition may be adjusted by BBA, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Shareholders. An announcement by BBA will also be made on a Regulatory Information Service. Notwithstanding the foregoing, Shareholders may not receive any further written communication.

   2.             Any reference to a time in this announcement is to UK time unless otherwise stated. 

3. The ability to participate in the Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses or located or resident in countries outside the UK.

IMPORTANT NOTICE

The defined terms set out in the Definitions section of 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 when published will be available from the registered office of BBA and on BBA's website at www.bbaaviationplc.com provided that the Prospectus will not, subject to certain exceptions, be 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 will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being 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.

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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 will not 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 not been, and 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.

No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.

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.

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.

J.P. Morgan Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting solely as financial adviser to BBA and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this announcement) as clients of J.P. Morgan Limited in relation to the Acquisition and will not be responsible for providing the protections afforded to J.P. Morgan Limited clients nor for giving advice in relation to the Acquisition or any acquisition or arrangement referred to, or information contained in, this announcement. Neither J.P. Morgan Limited nor any of its 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 J.P. Morgan Limited in connection with this announcement, any statements contained herein or otherwise.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This announcement may contain certain forward-looking statements, beliefs or opinions with respect to the financial condition, results of operations and business of BBA and the Enlarged Group. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "prepares", "anticipates", "expects", "intends", "may", "will", "would", "could", "target" or "should" or, in each case, their negative or other variations or comparable terminology, but all statements other than statements of historical fact may be forward-looking statements. These forward-looking statements may appear in a number of places throughout this announcement and may include statements regarding the intentions, beliefs or current expectations of the Directors, BBA or Landmark concerning, among other things, the operating results, financial condition, prospects, growth, leverage, strategies and dividend policy of BBA, Landmark and, following Completion, the Enlarged Group, and the industry in which they operate as well as the expected synergy benefits of the Acquisition.

Investors should specifically consider the factors identified in this announcement, which could cause actual results to differ, before making an investment decision. Forward-looking statements are not guarantees of future performance, and such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of BBA, Landmark and/or, following Completion, the Enlarged Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such forward-looking statements are based on beliefs, expectations and assumptions of the Directors and other members of senior management regarding BBA's present and future business strategies, the timetable for integration of Landmark, the benefits to be derived from the Acquisition and the environment in which BBA, Landmark and/or, following Completion, the Enlarged Group will operate in the future. Although the Directors and other members of senior management believe that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the BBA Group's control. BBA, Landmark and/or, following Completion, the Enlarged Group's actual operating results, financial condition, dividend policy and the development of the industry in which they operate may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the operating results, financial condition and dividend policy of BBA, Landmark and/or, following Completion, the Enlarged Group, and the development of the industry in which they operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to, general economic and business conditions, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability and changes in business strategy or development plans and other risks.

You are advised to read this announcement and the Prospectus (once published) in their entirety for a further discussion of the factors that could affect BBA's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

The forward-looking statements contained in this announcement speak only as at the date of this announcement. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the FCA's Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules), BBA and the Directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward- looking statements contained in this announcement, whether as a result of any change in events, conditions or circumstances or otherwise on which any such statement is based.

This information is provided by RNS

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