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Avation Capital S.A. - Tender Offer Expiration and Results

Expiration and Results of Tender Offer


20 FEBRUARY 2023


Full announcement available via London Stock Exchange.


"Expiration and Results of Tender Offer


The Tender Offer expired at 5:00 P.M., New York City Time, on February 17, 2023 (the "Expiration Date").

As of the Expiration Date, US$7,055,202 in principal amount of the Notes have been validly tendered and not withdrawn pursuant to the Tender Offer. The Company believes that this is a satisfactory outcome given market conditions. Having further considered the terms of the Tender Offer and the prices of the Notes in the market, the Company has decided to not extend the Tender Offer and to purchase such Notes validly tendered and not withdrawn. The Company may pursue other liability management exercises from time to time on an opportunistic basis.


Settlement


The Company will accept for purchase and pay for all Notes validly tendered at or prior to the Expiration Date, and not validly withdrawn pursuant to the Tender Offer. The Total Consideration for the Notes is US$860 for each US$1,000 in principal amount of the Notes, which includes the Early Participation Amount. Accordingly, on the Payment Date which is expected to be February 23, 2023, the Company will pay (i) the Total Consideration for all such Notes accepted for purchase, and (ii) unpaid cash interest on those Notes from the last interest payment date to, but not including, the Payment Date.

The Company will arrange for cancellation of all Notes purchased pursuant to the Tender Offer, and any Notes not validly tendered will remain outstanding and accrue interest in accordance with their terms."

 

Extension of Early Participation Date andExpiration Date


10 FEBRUARY 2023


Full announcement available via London Stock Exchange.


"Amendment of the Tender Offer - Extension of the Early Participation Date and Expiration Date


The Early Participation Date and Expiration Date, which were both previously scheduled for 11:59 P.M., New York City Time, on February 9, 2023, have been extended to 5:00 P.M., New York City Time on February 17, 2023 unless further extended or earlier terminated.

Save for the amendment set out above, all other terms and conditions of the Tender Offer as described in the Offer to Purchase remain unchanged. For avoidance of doubt, the Withdrawal Date occurred on 5.00 p.m., New York City time, on November 1, 2022, and has not been extended. Therefore, Holders who validly tendered and did not validly withdraw their Notes at or prior to the Withdrawal Date, and Holders who validly tender their Notes after that time, may not withdraw their tendered Notes, unless we are otherwise required by law to extend withdrawal rights.

The Tender Offer remains subject to the satisfaction or waiver of the conditions as set forth in the Offer to Purchase, including the Financing Condition.

In connection with, and in order to pursue, the Financings, we expect to further extend the Expiration Date (but not the Withdrawal Date), such that the Tender Offer may remain outstanding for up to the Long Stop Date, being August 9, 2023."

 

Extension of Early Participation Date and Expiration Date, Amendment of Long Stop Date, Increase in Tender Cap and Setting the Total Consideration at a Fixed Price of US$860 per US$1,000 principal amount of Notes


27 JANUARY 2023


Full announcement available via London Stock Exchange.


"Extension of the Early Participation Date and Expiration Date and Amendment of the Long Stop Date


The Early Participation Date and Expiration Date, which were both previously scheduled for 11:59 P.M., New York City Time, on January 26, 2023, have been extended to 11:59 P.M., New York City Time on February 9, 2023, unless further extended or earlier terminated. The Long Stop Date has been amended and the new Long Stop Date is August 9, 2023, being 6 months following the new Expiration Date.


Increase in Tender Cap


The Tender Cap has been increased from US$60,000,000 to US$100,000,000 aggregate cash consideration. The Issuer reserves the right, but is not obligated, to further increase the Tender Cap in its sole discretion without extending the Withdrawal Date or otherwise reinstating withdrawal rights.


Setting the Total Consideration at a fixed price of US$860 per US$1,000 principal amount of Notes


The Total Consideration will no longer be determined by a modified "Dutch Auction" and has been set at a fixed price of US$860 for each US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) by Holders pursuant to the Tender Offer on or prior to the Early Participation Date and accepted for purchase by the Issuer (subject to proration, if any). There is no change to the Early Participation Amount, which is included within, and not separately added to, the Total Consideration.


Holders who have previously validly tendered and did not validly withdraw their Notes do not need to retender their Notes or take any other action in response to this amendment to be eligible to receive the new Total Consideration.


Save for the amendments set out above, all other terms and conditions of the Tender Offer as described in the Original

Offer to Purchase remain unchanged. For avoidance of doubt, the Withdrawal Date occurred on 5.00 p.m., New York City time, on November 1, 2022, and has not been extended. Therefore, Holders who validly tendered and did not validly withdraw their Notes at or prior to the Withdrawal Date, and Holders who validly tender their Notes after that time, may not withdraw their tendered Notes, unless we are otherwise required by law to extend withdrawal rights.


The Tender Offer remains subject to the satisfaction or waiver of the conditions as set forth in the Amended and Restated Offer to Purchase, including the Financing Condition.


In connection with, and in order to pursue, the Financings, we expect to further extend the Expiration Date (but not the Withdrawal Date), such that the Tender Offer may remain outstanding for up to the Long Stop Date, as amended."

 

Extension of Early Participation Date and Expiration Date

OFFER TO PURCHASE ITS 9.00%/8.25% SENIOR PIK TOGGLE NOTES MATURING OCTOBER 31, 2026 ISSUED UNDER THE US$1,000,000,000 GLOBAL MEDIUM TERM NOTE PROGRAMME AND GUARANTEED BY AVATION PLC AND AVATION GROUP (S) PTE. LTD. FOR UP TO US$60,000,000 IN AGGREGATE CASH CONSIDERATION (THE "TENDER OFFER")



"Amendment of the Tender Offer - Extension of the Early Participation Date and Expiration Date

The Early Participation Date and Expiration Date, which were both previously scheduled for 11:59 P.M., New York City Time, on December 15, 2022, have been extended to 11:59 P.M., New York City Time on January 26, 2023 unless further extended or earlier terminated.


Save for the amendment set out above, all other terms and conditions of the Tender Offer as described in the Offer to Purchase remain unchanged. For avoidance of doubt, the Withdrawal Date occurred on 5.00 p.m., New York City time, on November 1, 2022, and has not been extended. Therefore, Holders who validly tendered and did not validly withdraw their Notes at or prior to the Withdrawal Date, and Holders who validly tender their Notes after that time, may not withdraw their tendered Notes, unless we are otherwise required by law to extend withdrawal rights.


The Tender Offer remains subject to the satisfaction or waiver of the conditions as set forth in the Offer to Purchase, including the Financing Condition.


In connection with, and in order to pursue, the Financings, we expect to further extend the Expiration Date (but not the Withdrawal Date), such that the Tender Offer may remain outstanding for up to twelve months following the initial Expiration Date, which was on November 17, 2022."

 



"Amendment of the Tender Offer –Extension of the Early Participation Date and Expiration Date


The Early Participation Date and Expiration Date, which were both previously scheduled for 11:59 P.M., New York City Time, on December 1, 2022, have been extended to 11:59 P.M., New York City Time on December 15, 2022, unless further extended or earlier terminated."


 

Announcement of Extension of Offer





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Previous updates below:


Tender update and Extension of Total Consideration Pricing to Expiration Date






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