BBA Aviation PLC Circular re proposed sale of Ontic and GM notice (6312I)

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RNS Number : 6312I

BBA Aviation PLC

09 August 2019

9 August 2019

Publication of Circular and Notice of General Meeting

Further to the announcement made on 30 July 2019, BBA Aviation plc ("BBA") has today published a circular (the "Circular") in relation to the proposed sale of Ontic to CVC Fund VII (the "Transaction").

The Transaction is conditional on, among other things, the approval of BBA shareholders. Accordingly, the Circular contains a notice convening a General Meeting of the Company which is to be held at J.P. Morgan Cazenove, 60 Victoria Embankment, London EC4Y OJP at 9.00 a.m. on 28 August 2019 at which an ordinary resolution will be proposed for BBA shareholders to approve the Transaction (the "Notice of General Meeting").

The Circular and the Notice of General Meeting have been submitted to the Financial Conduct Authority's National Storage Mechanism (the "NSM") and will be available for inspection on the NSM's website at www.morningstar.co.uk/uk/nsm.

The Circular and the Notice of General Meeting will also be available for viewing on BBA's website at www.bbaaviation.com.

In addition to the passing of the required resolution at the General Meeting, completion of the Transaction is conditional on antitrust approvals in the United States, Austria and Cyprus, regulatory notifications to the Committee on Foreign Investment in the U.S. and the U.S. Department of State's Defense Trade Controls, and consents from BBA's pension scheme trustees and certain lenders to the BBA Group. The Transaction is expected to complete during the final quarter of 2019.

Terms used in this announcement shall have the same meaning as those used in the Circular.

Enquiries:

BBA Aviation plc

Mark Johnstone, Group Chief Executive

David Crook, Group Finance Director

Kate Moy, Head of Investor Relations and Communications

[phone]

Lazard & Co. (Lead Financial Advisor)

Richard Shaw

Stephen Henry

[phone]

J.P. Morgan Cazenove (Financial Advisor and Joint Corporate Broker)

Robert Constant

Michael Wentworth-Stanley

Richard Perelman

[phone]

Tulchan Communications (Public Relations Advisor)

David Allchurch

[phone]

Information on BBA Aviation plc

BBA Aviation plc is a market leading, global aviation support and aftermarket services provider, primarily focused on servicing the Business and General Aviation (B&GA) market. We support our customers through three principal businesses: Signature Flight Support, Ontic and Global Engine Services/Engine Repair and Overhaul (ERO).

Signature, including Signature TECHNICAir(TM) and EPIC Fuels, provides premium, full service flight and home base support including refueling, ground handling and MRO services through the world's largest fixed base operation (FBO) network for B&GA users with around 200 locations covering key destinations in North America, Europe, South America, Caribbean, Africa and Asia. EPIC Fuels is a provider of aviation fuels, supplies and services operating at more than 200 locations.

Ontic is a leading provider of high-quality equipment and cost-effective solutions for the continuing support of maturing and legacy aerospace platforms with locations in the USA, Europe and Asia. ERO is a leading independent engine service provider to global B&GA operators, the rotorcraft market and regional airline fleets with locations in the USA, Europe, South America, Asia and the Middle East.

On 1 March 2018 BBA Aviation announced that it was conducting a strategic review of the ERO business and, at the end of May 2018, management committed to a plan to sell substantially all of the business and the relevant assets and liabilities were classified as held for sale. The sale process is ongoing.

On 30 July 2019, BBA Aviation announced the proposed sale of Ontic to CVC Fund VII, subject to shareholder and regulatory approvals. Subject to approvals the sale is expected to close in Q4 2019.

For more information, please visit www.bbaaviation.com

Cautionary statement

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

Important Information relating to financial advisers

Lazard & Co., Limited ("Lazard & Co."), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as lead financial adviser to BBA Aviation plc and for no one else in connection with the Transaction and will not, apart from the responsibilities and liabilities, if any, which may be imposed upon Lazard by FSMA or the regulatory regime established thereunder, be responsible to anyone other than BBA Aviation plc for providing the protections afforded to clients of Lazard or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

J.P. Morgan Securities plc (which conducts its U.K. investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as sponsor and financial adviser to BBA Aviation plc and for no one else in connection with the Transaction and will not be responsible to anyone other than BBA Aviation plc for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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August 09, 2019 12:51 ET (16:51 GMT)