Gama Aviation Plc (AIM:
GMAA)
("Gama Aviation" or the "Company" or "Group")
Proposed Tender Offer -
Disclosure requirements
Gama Aviation announced on 1 March
2024 an increase to the size of the proposed tender offer announced
on 5 February 2024 and, taking into account commitments intended to
be given by each of Marwan Khalek and Bermesico Holdings Limited
not to tender their shares, this would enable the Company to
acquire all shares tendered by shareholders (excluding Marwan
Khalek and Bermesico Holdings Limited) without the need for any
scaling back.
As a consequence of the larger
proposed tender offer, and having consulted with the Takeover
Panel, an "Offer Period" has commenced in respect of Gama Aviation
in accordance with the rules of the Takeover Code and the dealing
disclosure requirements set out below will apply.
When the proposed Tender Offer
arrangements have been finalised, a further announcement will be
made and a circular containing a more detailed explanation of the
impact of the capital return, the Tender Offer and the resolutions
required to be passed will be sent to
shareholders.
Rule 2.9 information
In accordance with Rule 2.9 of the
Takeover Code, Gama Aviation Plc confirms that, as at close of
business on 11 March 2024 (being the business day prior to the date
of this announcement), its issued share capital consisted of
64,021,279 ordinary shares of nominal value 1 pence each in the
capital of Gama Aviation Plc which carry voting rights of one vote
per share with International Securities Identification Number
(ISIN) GB00B3ZP1526.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover
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 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 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 Takeover
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(s), 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 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 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.
In the context of the proposed
Tender Offer, Gama Aviation is the offeree and the offeror
company.
Publication on a website
In accordance with Rule 26.1 of the
Takeover Code, a copy of this announcement will be made available
on Gama Aviation's website at
https://gamaaviation.com/investors/rns-regulatory-news/ by no later
than 12 noon (London time) on the first business day following the
date of this announcement. For the avoidance of doubt, the content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
ENDS
Contacts
Gama Aviation Plc
Marwan Khalek, Chief Executive
Officer
Michael Williamson, Chief Financial
Officer
Tel: +44 125 298 4515
Dial Partners LLP, Financial Adviser
Angus Russell, Partner
Sandor de Jasay, Managing
Director
Tel: +44 207 098 7098
WH
Ireland, Nominated Adviser and Broker
James Joyce, Director
Sarah Mather
Tel: +44 207 220 1666
Camarco, PR
Geoffrey Pelham-Lane
Ginny Pulbrook
Tel: +44 203 757 4992
Gama Aviation - Notes to Editors
Founded in 1983 with the simple
purpose of providing aviation services that equip its customers
with decisive advantage, Gama Aviation Plc (LSE AIM: GMAA) is a
highly valued global partner to blue chip corporations, government
agencies, healthcare trusts and private individuals.
The Group has three global
divisions: Business Aviation (Aircraft Management, Charter, FBO
& Maintenance), Special Mission (Air Ambulance & Rescue,
National Security & Policing, Infrastructure & Survey,
Energy & Offshore); and Technology & Outsourcing (Flight
Operations, FBO, CAM software, Flight Planning, CAM & ARC
services).
More details can be found at:
http://www.gamaaviation.com/