Signature Aviation US Holdings, Inc. Announces the Extension of the Expiration Date for its Tender Offer and Consent Solicitation

NEW YORK, May 17, 2021 /PRNewswire/ -- Signature Aviation US Holdings, Inc. (the "Offeror"), a Delaware corporation and wholly-owned subsidiary of Signature Aviation plc ("Signature" or the "Company"), announces that it extends the expiration date of its previously announced offer to purchase and consent solicitation (the "Tender Offer") with respect to its 4.000% Senior Notes due 2028 (the "Notes") pursuant to the offer to purchase and consent solicitation statement dated April 8, 2021 (the "Offer to Purchase and Consent Solicitation Statement"). As a result of this extension, the Tender Offer is now scheduled to expire at 5:00 p.m., New York City time, on June 4, 2021, unless further extended or earlier terminated (such date and time, as may be further extended, the "Expiration Date"). The Tender Offer was initially scheduled to expire at 5:00 p.m., New York City time, on May 17, 2021 (the "Initial Expiration Date"). The Offeror is not extending the Withdrawal Deadline for the Tender Offer, which was at 5:00 p.m., New York City time, on April 21, 2021. Defined terms used but not defined in this announcement have the meanings set forth in the Offer to Purchase and Consent Solicitation Statement.

The Offeror is extending the Initial Expiration Date of the Tender Offer, without extending the Withdrawal Deadline, in accordance with the Offer to Purchase and Consent Solicitation Statement.

All Notes previously tendered pursuant to the Tender Offer and not validly withdrawn at or prior to the Withdrawal Deadline will remain subject to the Tender Offer and all Consents previously delivered to the Tender Agent and not validly revoked at or prior to the Withdrawal Deadline will remain effective. Because the Offeror is not extending the Withdrawal Deadline, any Notes previously tendered or tendered at a future time may no longer be validly withdrawn (except as required by law).

Holders who validly tendered Notes on or prior to the Early Tender Date, which was at 5:00 p.m., New York City time, on April 21, 2021, will be entitled to receive, if such Notes are accepted for purchase by the Offeror, the Total Consideration (which includes the Early Participation Premium and the Consent Fee) on the Settlement Date through The Depository Trust Company. Holders who validly tendered their Notes after the Early Tender Date and at or prior to the Expiration Date will receive only the Tender Consideration (which includes the Consent Fee but not the Early Participation Premium). In each case, Holders will also receive accrued and unpaid interest from the last interest payment date applicable to the Notes up to, but not including, the Settlement Date for the Notes accepted for purchase. The Offeror's obligation to accept the Notes tendered for purchase and to make a cash payment in the amount of the Total Consideration or Tender Consideration, as applicable, is subject to the satisfaction or waiver of the conditions, including the consummation of the Acquisition, set forth in the Offer to Purchase and Consent Solicitation Statement.

As of 5:00 p.m., New York City time, on May 14, 2021, the Offeror has been advised by the Tender Agent for the Tender Offer, that Notes were validly tendered and not withdrawn, and consents were validly delivered and not revoked, with respect to $536,208,000 aggregate principal amount of Notes, representing approximately 82.49% of the outstanding Notes (and, together with the consents received pursuant to the previously announced Standalone Consent Solicitation with respect to the Notes, which expired on 5:00 p.m., New York City time, on April 21, 2021, approximately 98.19% of the outstanding Notes).

Other than as stated above, the terms of the Tender Offer are unchanged from those stated in the Offer to Purchase and Consent Solicitation Statement, and noteholders should read that document as supplemented by this announcement.

This announcement does not constitute an offer to sell any securities or the solicitation of an offer to purchase any securities.  The Tender Offer is being made only pursuant to the Offer to Purchase and Consent Solicitation Statement.  The Tender Offer is not being made to Holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

RBC Capital Markets, LLC is acting as dealer manager and solicitation agent and Global Bondholder Services Corporation is acting as the tender agent and information agent for the Tender Offer.

Requests for documentation may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 807-2200 (for all others).

Questions or requests for assistance may be directed to RBC Capital Markets, LLC at (212) 618-7843 or Toll Free: (877) 381-2099.

About Signature Aviation plc

Signature is a leading global fixed-base operator ("FBO") network for business and general aviation ("B&GA") travelers and provides premium, full-service flight support, including fuel and non-fuel services, ground handling and technical support for passengers, crew and aircraft. Signature serves customers at more than 360 FBO locations covering key markets in North America, Europe, South America, the Caribbean, Africa and Asia. Following the sale of Ontic on October 31, 2019 and with the ongoing process to sell its engine repair and overhaul business, the Board of Directors of Signature elected to rename the group from BBA Aviation plc to Signature Aviation plc to better align it with its most significant brand in its core market.

Complementary to the core Signature Flight Support FBO business, Signature also comprises EPIC and TECHNICAir. EPIC provides fuel and fuel related services at FBOs across North America including fuel purchasing cards and transaction processing. TECHNICAir provides aircraft maintenance, repair and overhaul with locations throughout the United States and Europe, specialising in small to mid-size, turbine-powered business aircraft.

Signature is listed on the London Stock Exchange. Signature is a public limited company incorporated under the laws of England and Wales and is registered under company number 53688. Signature's registered office is located at 105 Wigmore Street, London, W1U 1QY, England.

The Offeror is a wholly-owned subsidiary of Signature and is the issuer of the Notes.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of applicable federal securities laws.  The forward-looking statements include, without limitation, statements concerning the Tender Offer and the Acquisition.  Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Offeror, Signature and Bidco about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results.  The Offeror, Signature and Bidco expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. You should also read "Cautionary Statement Regarding Forward-Looking Statements" in the Offer to Purchase and Consent Solicitation Statement.

SOURCE Signature Aviation plc