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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

17 March 2022

RECOMMENDED CASH OFFER

for

AIR PARTNER PLC ("AIR PARTNER")

by

WHEELS UP UK LIMITED ("BIDCO")

(a newly incorporated entity formed by Wheels Up Experience Inc. ("Wheels Up"))

UPDATE ON RECEIPT OF NATIONAL SECURITY AND FOREIGN INVESTMENT APPROVALS IN THE UK AND ITALY RESPECTIVELY

On 27 January 2022, the boards of directors of Air Partner and Bidco announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of Air Partner at an offer value of 125 pence for each Air Partner Share (the "Acquisition").

The Acquisition is to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act (the "Scheme"). The circular in relation to the Scheme was published or made available to Air Partner Shareholders on 9 February 2022 (the "Scheme Document"). 

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

On 8 March 2022, Air Partner announced that, at the Court Meeting and General Meeting held in connection with the Acquisition:

·      the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting; and

·      the requisite majority of Air Partner Shareholders voted to pass the Resolution in connection with the amendment of the Air Partner Articles and the implementation of the Scheme at the General Meeting.

At the time of publication of the Scheme Document, the Acquisition remained subject to the satisfaction, or where applicable, waiver of the Conditions set out in Part III of the Scheme Document, including:

(a)  pursuant to the UK National Security and Investment Act 2021, either

(i)         a notification having been accepted by the Secretary of State for Business, Energy and Industrial Strategy (the "Secretary of State") and the Secretary of State either: (a) confirming that no further action will be taken in relation to the Acquisition; or (b) making a final order in relation to the Acquisition that it is not prohibited (and to the extent relevant, any conditions or obligations contained in such an order necessary for completion of the Acquisition having been satisfied or complied with); or

(ii)         the Secretary of State having informed Wheels Up that the mandatory notification requirement has been waived or is otherwise not required, on a basis which provides legal certainty to Bidco that completing the Acquisition will not be unlawful or result in the Acquisition being rendered legally void or in the incurrence of criminal or civil penalties).

(b)  pursuant to the Golden Power Law (Law Decree no. 21 dated 15 March 2012 converted into Law no. 56 dated 11 May 2012, as amended or supplemented from time to time, and any applicable rules, decrees and regulations promulgated thereunder):

(i)         the Presidency of the Italian Council of Ministries (Presidenza del Consiglio dei Ministri), or any other office, department or branch of the Italian Government competent, under the Golden Power Law authorising, or not objecting to the Acquisition, whether expressly or by tacit consent (silenzio assenso); or

(ii)         confirming that the Golden Power Law is not applicable to the Acquisition; and

in each case the measures under (i) or (ii) having not been revoked, rescinded, annulled or overturned.

Bidco and Air Partner are pleased to announce that conditions 3(a) and 3(b) (as set out in Part III of the Scheme Document) have now been satisfied.

The Acquisition remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part III (Conditions to and certain further terms of the Acquisition and the Scheme) of the Scheme Document, including the sanction of the Scheme by the Court at the Scheme Court Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.

In anticipation of the satisfaction or (where capable of being waived) waiver of the remaining Conditions to the Acquisition, the Scheme Court Hearing, at which the Court will be asked to sanction the Scheme, has been scheduled for 29 March 2022. Details of the Scheme Court Hearing will be available on the Court service website on the day before the Scheme Court Hearing.

Subject to the satisfaction or waiver (as applicable) of the remaining Conditions and the sanctioning of the Scheme on 29 March 2022, Air Partner and Bidco expect that completion of the Acquisition will occur on 1 April 2022.

The expected timetable of principal events for the implementation of the Acquisition, as previously announced on 8 March 2022, is set out below. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Air Partner Shareholders by announcement through a Regulatory Information Service, with such announcement being available on Air Partner's website at https://www.airpartnergroup.com/investors/disclaimer/.

Notes:

(1)           Air Partner Shares will be disabled in CREST from 6.00 p.m. on 31 March 2022.

(2)           The Scheme will become Effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies.

(3)           The latest date by which the Scheme must be implemented may be extended by agreement between Air Partner and Bidco with the prior consent of the Panel and (if required) the approval of the Court.

General

All references in this announcement to times are to times in London, unless otherwise stated.

Enquiries:

Arnold & Porter Kaye Scholer LLP is acting as legal adviser to Wheels Up and Bidco.

Ashurst LLP is acting as legal adviser to Air Partner.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Air Partner in any jurisdiction in contravention of applicable law. The Acquisition is to be implemented solely pursuant to the terms of the Scheme Document (or, if the Takeover Offer is implemented by way of a Takeover Offer, the Acquisition Document), which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Acquisition Document).

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

Important Notices

Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Air Partner and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Air Partner for providing the protections afforded to clients of Canaccord nor for providing advice in connection with any matter referred to herein. Neither Canaccord nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Canaccord in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Canaccord has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

Jefferies, which is authorised and regulated in the UK by the FCA, is acting exclusively for Bidco and Wheels Up and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Wheels Up for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Jefferies nor any of its affiliates, subsidiaries or branches 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 other than Bidco and Wheels Up in connection with any statement contained herein, the Acquisition or otherwise.

Overseas Shareholders

This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, 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 of England and Wales.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and should seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Air Partner Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Air Partner Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance and no person may vote in favour of the Acquisition by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement and all such documents relating to the Acquisition (including custodians, nominees and trustees) must not distribute or send them into or from a Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Additional information for US investors

The Acquisition relates to shares of an English incorporated company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act").

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.

However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, and extend the Takeover Offer into the United States, such Takeover Offer would be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act. Such a Takeover Offer would be made in the United States by Bidco and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal United Kingdom practice, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Air Partner outside of the US, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptances.

These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its Air Partner Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws and such tax consequences are not described herein. Each Air Partner Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Financial information relating to Air Partner included in this announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Air Partner is organised under the laws of England and Wales. Some or all of the officers and directors of Air Partner are residents of countries other than the United States. In addition, some of the assets of Air Partner are located outside the United States. As a result, it may be difficult for US shareholders of Air Partner to effect service of process within the United States upon Air Partner or their officers or directors or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Air Partner, Bidco, Wheels Up, any member of the Air Partner Group, any member of the Bidco Group contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Air Partner, Bidco, Wheels Up, any member of the Air Partner Group or any member of Bidco's Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward looking statements contained in this announcement include statements relating to Bidco, Wheels Up, Air Partner or any member of Bidco's Group's, or any member of the Air Partner Group's, future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "anticipates", "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "might", "could", "will", "would", "shall" or "should" or their negatives or other variations or comparable terminology. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, Wheels Up's, Air Partner's, any member of Bidco's Group's or any member of the Air Partner Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco, Wheels Up's, Air Partner's, any member of Bidco's Group's or any member of the Air Partner Group's business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; future exchange and interest rates; changes in tax rates; future business combinations or disposals, changes in general economic and business conditions, changes in the behaviour of other market participants, changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Air Partner and Bidco operate, weak, volatile or illiquid capital and/or credit markets, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in laws, supervisory expectations or requirements and the regulatory environment, fluctuations of interest and/or exchange rates and the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors.

Neither Air Partner, or any member of the Air Partner Group, nor Bidco or Wheels Up, or any member of Bidco's Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement shall actually occur.

Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements, specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Air Partner Group, there may be additional changes to the Air Partner Group's operations. As a result and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward looking statements attributable to any member of Bidco's Group or the Air Partner Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Air Partner, Bidco, Wheels Up, the Air Partner Group and Bidco's Group expressly disclaim any obligation to update such statements other than as required by law, new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Air Partner, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Air Partner, as appropriate.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Air Partner Shareholders, persons with information rights and other relevant persons for the receipt of communications from Air Partner may be provided to Bidco or Wheels Up during the Offer Period as requested under Section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on website and availability of hard copies

A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Air Partner's website at https://www.airpartnergroup.com/investors/disclaimer/ and on Wheels Up's website at https://investors.wheelsup.com/overview/ by no later than 12 noon (London time) on the Business Day following the date of this announcement.

For the avoidance of doubt, neither the contents of Air Partner's website, Wheels Up's website nor any website accessible from hyperlinks is incorporated into or forms part of this announcement.

In accordance with Rule 30.3 of the Takeover Code, Air Partner Shareholders, persons with information rights and participants in the Air Partner Share Plans may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Air Partner's registrars, Link Group, between 9.00 a.m. to 5:30 p.m. (London time) Monday to Friday (except UK public holidays) on 0371 664 0391 from within the UK or on +44 371 664 0391 if calling from outside the UK or by submitting a request in writing to enquiries@linkgroup.co.uk. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Air Partner Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

General

If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily the remaining Air Partner Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Bidco may purchase Air Partner Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.