MayAir Group PLC Scheme of Arrangement becomes effective (2043I)

TIDMMAYA

RNS Number : 2043I

MayAir Group PLC

20 March 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

20 March 2018

RECOMMED GBP50 MILLION ACQUISITION

of

MAYAIR GROUP PLC

("MayAir" or the "Company")

by

POLY GLORIOUS INVESTMENT COMPANY LIMITED

effected by means of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991

Scheme of Arrangement becomes effective

Summary

On 26 January 2018, the boards of MayAir and Poly Glorious Investment Company Limited ("Poly Glorious") announced that they had reached agreement on the terms of a recommended acquisition for Poly Glorious to acquire the entire issued and to be issued share capital of MayAir (the "Scheme").

On 19 March 2018, MayAir announced that the Court had sanctioned the Scheme at the Scheme Court Hearing held on 19 March 2018.

The board of MayAir is pleased to announce that, following the delivery of the Scheme Court Order to the Registrar of Companies for registration yesterday, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued share capital of MayAir is now owned by Poly Glorious.

Full details of the Scheme, including full settlement details, are in the scheme document published on 16 February 2018 in relation to the Scheme (the "Scheme Document").

Settlement of Cash Consideration

Scheme Shareholders (other than Management Shareholders) on the register of members of MayAir at the Scheme Record Time are entitled to receive 120 pence in cash for every Scheme Share held. Cash consideration to which Scheme Shareholders are entitled pursuant to the Scheme will be settled via CREST (for uncertificated Scheme Shareholders) or by cheque (for certificated Scheme Shareholders) within 14 days of the Effective Date.

Settlement of Management Consideration

Consideration Shares to be issued to Management Shareholders pursuant to the Management Shareholder Consideration will be allotted and issued to Management Shareholders within 14 days of the Effective Date.

Cancellation of trading in MayAir Shares

An application has been made to the London Stock Exchange to cancel the trading of MayAir Shares on AIM which is expected to take effect at 7.00 a.m. on 21 March 2018.

Enquiries:

 
 MayAir Group plc 
 Yap Wee Keong, Chief Executive       Tel: [phone] 
  Officer                              2908 
 Koh Tat Seng, Chief Financial        www.mayairgroup.com 
  Officer 
 
 Allenby Capital Limited (Nominated   Tel: +44 (0) 
  Adviser and Financial Adviser        20 3328 5656 
  to MayAir) 
 David Hart / David Worlidge /        www.allenbycapital.com 
  James Reeve 
 Cantor Fitzgerald Europe (Broker     Tel: +44 (0) 
  to MayAir)                           20 7894 7000 
 Richard Salmond                      www.cantor.com 
 N+1 Singer Advisory LLP (Financial   Tel: +44 (0) 
  adviser to Poly Glorious)            02 7496 3000 
 Alex Price/ Liz Yong                 www.n1singer.com 
 
 Buchanan (PR adviser to MayAir) 
 Henry Harrison-Topham / Victoria     Tel: +44 (0) 
  Hayns / Gemma Mostyn-Owen            20 7466 5000 
 [e-mail]               www.buchanan.uk.com 
 

IMPORTANT NOTICES

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

The Offer is being made solely through the Scheme Document, which contains the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any vote in relation to the Offer should be made only on the basis of the information contained in the Scheme Document. MayAir Shareholders are advised to read the Scheme Document carefully.

This Announcement has been prepared for the purpose of complying with the laws of England and Wales, the laws of Jersey, the Code, the Disclosure Guidance and Transparency Rules of the FCA, the AIM Rules and the rules of the London Stock Exchange and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales and Jersey.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Jersey or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders are contained in the Scheme Document.

US investors in MayAir

The Acquisition relates to shares of a Jersey company and is proposed to be effected by means of a scheme of arrangement under the laws of Jersey. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the Jersey to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules.

Restricted Jurisdictions

Unless otherwise determined by Poly Glorious or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to MayAir Shareholders who are not resident in the United Kingdom or Jersey may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Jersey should inform themselves of, and observe, any applicable requirements.

Dealing Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of MayAir or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) MayAir and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of MayAir or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of MayAir or of any securities exchange offeror(s) must make a Dealing Disclosure if the person deals in any relevant securities of MayAir or of any securities exchange offeror.

A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) MayAir and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of MayAir or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by MayAir and by any offeror and Dealing Disclosures must also be made by MayAir, by any offeror(s) and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to MayAir Shareholders

Please be aware that addresses, electronic addresses and certain information provided by MayAir Shareholders, persons with information rights and other relevant persons for the receipt of communications from MayAir may be provided to Poly Glorious during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 20, 2018 03:00 ET (07:00 GMT)