Kuwait-based Agility Logistics Parks customers can log-on to view contracts and make payments.
UK MOD personnel can log-in to the GRMS portal to schedule household relocation shipments.
Kuwait-based Agility Logistics Parks customers can log-on to view contracts and make payments.
UK MOD personnel can log-in to the GRMS portal to schedule household relocation shipments.
Kuwait-based Agility Logistics Parks customers can log-on to view contracts and make payments.
UK MOD personnel can log-in to the GRMS portal to schedule household relocation shipments.
Kuwait-based Agility Logistics Parks customers can log-on to view contracts and make payments.
UK MOD personnel can log-in to the GRMS portal to schedule household relocation shipments.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE
FOR IMMEDIATE RELEASE
14 February 2022
Further to the announcement on 10 February 2022, National Aviation Services (“NAS“) reiterates its belief that its improved possible cash offer for John Menzies PLC (“Menzies”) at a price of 510 pence per share represents a full and fair value for Menzies and a compelling opportunity for Menzies shareholders to realise their investment in cash in the near-term.
Contrary to what has been publicised, NAS’s improved possible offer represents a pre-IFRS 16 EV/EBITDA 2019 multiple of 9.5x(1), broadly in line with the median multiple paid in comparable transactions.(2)
NAS and Agility Public Warehousing Company KSCP group (“Agility”) are strategic operators with deep expertise in airport services and global logistics that take a financially disciplined approach to investments and acquisitions.
The improved possible cash offer of 510 pence per share reflects the following assumptions:
As a successful strategic operator in the aviation services sector, NAS has a clear and detailed view on the challenges and opportunities present in the sector as it recovers from the pandemic and has framed its analysis on that basis.
Menzies’ board and management team have chosen not to engage with NAS or share any information to corroborate their differing views on the company and industry, and therefore valuation. NAS sees no reason to change its view on valuation and continues to view its improved possible cash offer of 510 pence per share as a full and fair price relative to the information Menzies has provided to the market on its current business and prospects.
NAS has today again requested information access and dialogue with management. NAS looks forward to engaging with Menzies’ shareholders in parallel.
Hassan El-Houry, NAS CEO said:
“We made a compelling offer that represents a 76% premium to the company’s share price less than two weeks ago. Our view is that Menzies has a strong brand legacy with a geographic presence that is complementary to NAS, but as operators ourselves, we also see a sector facing a number of challenges and a company that lacks the balance sheet to thrive. Unfortunately, Menzies’ management has not meaningfully engaged in a way that changes our view.”
Pursuant to Rule 2.5 of the Code, NAS reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer and vary the transaction structure. NAS also reserves the right to amend the terms of any offer (including making the offer at a lower value) in the circumstances set out in its announcement of 10 February 2022.
In accordance with Rule 2.6(a) of the Code, NAS must, by not later than 5.00 p.m. (London time) on 9 March 2022, either 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 for Menzies, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
This deadline will be extended only with the consent of Menzies and the Takeover Panel in accordance with Rule 2.6(c) of the Code.
A further statement will be made as appropriate.
Enquiries:
Agility Public Warehousing Co. KSCP
Jonathan Kerherve
+44 (0) 75 4019 4997
Barclays Bank PLC, acting through its Investment Bank
Omar Faruqui
Chris Brooks
Osman Akkaya
+44 (0) 20 7623 2323
Finsbury Glover Hering
James Murgatroyd
Richard Webster-Smith
+44 (0) 20 7251 3801
About National Aviation Services and Agility Public Warehousing Co.
Founded in 2003, National Aviation Services is a Kuwait-based airport services and ground handling company present in more than 55 airports in the Middle East, Africa, and South Asia. NAS serves seven of the world’s top ten airlines, and manage more than 50 airport lounges. In the financial year 2019, NAS delivered EBIT of $31 million. NAS is owned and backed by Agility, a global player and a pioneer in emerging markets through diversified logistics activities and technological ventures. Agility is listed on the Kuwait Stock Exchange.
Barclays Bank PLC, acting through its Investment Bank (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for NAS and no one else in connection with NAS’s evaluation of Menzies and will not be responsible to anyone other than NAS for providing the protections afforded to clients of Barclays nor for providing advice in relation to a possible offer or any other matter referred to in this announcement.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, 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
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.nas.aero, by no later than 12 noon (London time) on 15 February 2022. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This announcement is not intended to, and does not, constitute an offer to sell, or the solicitation of an offer to subscribe to buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.
The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.
Note 1. Rounded to 1 decimal place.
2019 pre-IFRS EBITDA of £69.1m – calculated as 2019 reported EBITDA of £138.7m (Source: John Menzies Annual Report and Accounts 2019, published 8 April 2020, page 29, reported as underlying operating profit), minus IFRS 16 depreciation charge of right of use assets of £62.0m for 2019 (Source: John Menzies Annual Report and Accounts 2020, published 8 April 2021, page 183), minus IFRS 16 interest charge on lease liabilities of £7.6m for 2019 (Source: John Menzies Annual Report and Accounts 2020, published 8 April 2021, page 183).
2019 enterprise value of £653.3 – calculated as equity value (£479.7m) plus net borrowings (£184.2m) plus non-controlling interest in equity (£4.7m) minus investment in joint venture and associates (£13.5m), where:
Note 2. As per page 8 of the Menzies’ Response to National Aviation Services (“NAS”) Proposal presentation dated February 2022.
Disclosure requirements of the Code
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(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 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.
Important Disclaimer
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”).
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS AND/OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE.
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.
To allow you to view information about the Possible Offer, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Possible Offer.
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.
Overseas jurisdictions
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY RESTRICTED JURISDICTION.
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.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
Forward-Looking Statements
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.
Responsibility
In relation to any Possible Offer related materials accessible on this Microsite please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by NAS speak only at the specified date of the relevant document and NAS has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Possible Offer related materials issued or published by any third party, or which relate to any third party, that are accessible on this Microsite, the only responsibility accepted by NAS is for the correctness and fairness of its reproduction.
Neither NAS, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
Other
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance
If you are not able to give these confirmations, you should click on I DECLINE below.
