BBA Aviation PLC Publication of Prospectus (0268A)

TIDMBBA

RNS Number : 0268A

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.

BBA AVIATION PLC

For immediate release

23 September 2015

Further to the announcement earlier today by BBA Aviation plc, a copy of the combined Class 1 circular and prospectus dated 23 September 2015 (the "Prospectus") relating to the proposed $2,065 million acquisition of Landmark Aviation and the fully underwritten rights issue to raise gross proceeds of approximately GBP748 million has been approved by the UK Listing Authority and submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The Prospectus is also available on the website of BBA Aviation plc: www.bbaaviation.com.

The Prospectus, which contains a notice convening a General Meeting to be held at 10.00 a.m. on 9 October 2015, is being posted to shareholders today.

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

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.bbaaviation.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.

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.

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.

J.P. Morgan Cazenove, which is 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 in relation to the Acquisition or Admission and will not be responsible for providing the protections afforded to such persons' 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 J.P. Morgan Cazenove nor Jefferies International Limited 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 their client 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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September 23, 2015 13:18 ET (17:18 GMT)