Final* Proposal by National Aviation Services (“NAS”) and Agility Public Warehousing Co. K.S.C. (“Agility”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE
CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE
21 February 2022
John Menzies plc (“Menzies”)
Final* Proposal by National Aviation Services (“NAS”) and Agility Public Warehousing Co. K.S.C. (“Agility”)
The Board of Menzies (the “Board”) announces that it has received a further revised proposal from NAS, a subsidiary of Agility, regarding a possible all cash offer for Menzies of 608 pence per share (the “Final Proposal”). The Final Proposal is conditional on, amongst other things, confirmatory due diligence and the recommendation of the Board of Menzies (such conditions being capable of waiver by NAS).
The Final Proposal follows earlier approaches from NAS to the Board regarding possible all cash offers for Menzies at 460 pence, 510 pence and 605 pence per Menzies share.
The Board has considered the Final Proposal and indicated to NAS that it would be willing unanimously to recommend an offer at the financial terms of the Final Proposal to Menzies shareholders subject to the satisfactory resolution of all the other terms of the offer, including the approach to the customary regulatory approvals required to complete any transaction. Accordingly, the Board is in discussions with NAS in relation to these terms and will be providing NAS with access to management and due diligence information.
*NAS has confirmed to the Board that the financial terms of the Final Proposal are final and will not be increased, except that NAS reserves the right to increase the amount of the offer price if there is an announcement on or after the date of this announcement of a firm offer for Menzies by a third party offeror.
There can be no certainty that any offer will be made. This statement is being made by Menzies with the consent of NAS.
In accordance with Rule 2.6(a) of the Code, NAS is required, by not later than 5.00 p.m. on 9 March 2022, either to announce a firm intention to make an offer for Menzies in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code. Menzies anticipates, if requested by NAS, seeking an extension to this deadline.
Pursuant to Rule 2.5 of the Code, in its announcement of 10 February 2022 NAS reserved the right to amend the terms of any offer (including making the offer at a lower value):
(a) with the recommendation or consent of the Menzies Board;
(b) if Menzies announces, declares or pays any dividend or any other distribution or return of value to
shareholders after the date of this announcement, in which case NAS reserves the right to make an
equivalent reduction to the terms of its proposal;
(c) following the announcement by Menzies of a whitewash transaction pursuant to the Code; or
(d) if a third party announces a firm intention to make an offer for Menzies at a lower price than referred to above.The person responsible for arranging for the release of this announcement on behalf of Menzies is John Geddes, Menzies’ Corporate Affairs Director & Company Secretary.
John Menzies plc
John Geddes, Corporate Affairs Director
+44 (0) 131 459 8144
Goldman Sachs International
Eduard van Wyk
+44 (0) 20 7774 1000
+44 (0) 20 3727 1068
Menzies Aviation is a leading global provider of time critical ground services, fuel services and air cargo services. Menzies Aviation operates at more than 200 airports in 37 countries, supported by a global team of 25,000 highly trained people.
In 2020 Menzies Aviation handled 0.5 million aircraft turns, 1.2 million tonnes of cargo and fuelled 1.9 million turnarounds. Customers include Air Canada, Air China, Air France-KLM, American Airlines, Cathay Pacific, easyJet, Frontier Airlines, IAG, Qantas Group, Qatar Airways, Southwest, United Airlines, WestJet and Wizz Air. Best in class safety and security is the number one priority each day and every day.
John Menzies plc, one of Scotland’s oldest and largest companies, was established in 1833 as a book seller on Edinburgh’s Princes Street and is still headquartered in the city. Today the company is an international aviation services business with operations worldwide.
The release, distribution or publication of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of the relevant jurisdictions and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement 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 the United Kingdom. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at Menzies’ website (www. .johnmenziesplc.com) by no later than 12 noon (London time) on 22 February 2022. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Goldman Sachs International, 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 for Menzies and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Menzies for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Securities Exchange Act of 1934, Barclays and its affiliates will continue to act as exempt principal trader in Menzies securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company 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) the offeree company 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 the offeree company 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% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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 an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
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 Takeover 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Possible offer for John Menzies plc (“Menzies”) by NAS Holding for Company’s Business Management (Holdco) S.P.C. and/or its affiliates (“NAS”) (the “Possible Offer”).
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THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH NAS REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS CERTAIN ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY NAS RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. NAS reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of NAS.
This part of the website contains electronic versions of materials relating to the Possible Offer. The materials you are seeking to access are made available by NAS in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to NAS that they are doing so for information purposes only.
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The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Possible Offer or otherwise (or solicitation of any votes attaching to securities which are the subject of the Possible Offer). Any offer (if made) would be made solely by means of an offer or scheme document which would contain the full terms and conditions, including details on how it may be accepted. Any decision made in relation to any offer (if made) should be made solely and only on the basis of the information provided in any such document.
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This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
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This Microsite and the Information, including information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Menzies and its subsidiaries and subsidiary undertakings (the “Menzies Group”) and/or NAS and its subsidiaries and subsidiary undertakings (the “NAS Group”).
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of the Menzies Group and/or the NAS Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could affect the future operations of the Menzies Group and/or the NAS Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to (a) currency fluctuations; (b) economic and financial market conditions in various countries and regions; (c) political risks; (d) changes in operational and trading conditions; and (e) changes in general economic, business and political conditions, including changes in the financial and commodities markets. Due to such uncertainties, NAS can’t give any assurance that any forward-looking statement will prove to be correct in the future.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. NAS doesn’t undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
In relation to any Possible Offer related materials accessible on this Microsite please note any statement of responsibility contained therein.
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This notice shall be governed by and construed in accordance with English law.
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