Update on the future of the Company
This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
6 March 2024
ESKEN LIMITED
("Esken" or the "Company")
Update on the future of the Company
Further to the announcement issued on 19 February 2024, Esken, the aviation group, announces that the board of the Company has negotiated and agreed the launch of a restructuring plan (pursuant to part 26A of the Companies Act 2006) with Cyrus Capital Partners ("Cyrus") (the majority holder of the exchangeable bond of £53.1 million which matures on 8 May 2024) following the recapitalisation proposal entered into between its wholly owned subsidiary London Southend Airport ("LSA"), Carlyle Global Infrastructure Fund ("CGI") and Cyrus on 16 February 2024.
As a result, the Company has agreed to accede to that recapitalisation proposal in relation to LSA. This will therefore proceed on a consensual basis, rather than through a contested court process, which could be potentially destructive for all stakeholders. The terms of the recapitalisation proposal for LSA involves a conversion of the convertible loan of £193.75 million due to CGI into an 82.5% stake in LSA and a similar conversion of the £24.3 million debt due by LSA to Esken Aviation Limited ("EAL"), a wholly owned subsidiary of the Company, into a 17.5% stake. Funding of the proposal agreed with the board of LSA includes an initial £5 million of short-term unsecured bridge funding to the airport through to the conclusion of the process as part of a commitment of £32 million of new funding to secure the future growth of the airport.
The terms of the proposed restructuring plan for Esken, which will require a court process and is expected to complete after the LSA recapitalisation process, would involve amongst other things an equitisation of the exchangeable bond, and certain other creditors within the Group, and a delisting of the shares on the London Stock Exchange. The expectation is that any return for shareholders at the end of the process is likely to be negligible. Cyrus will provide liquidity to the Esken group to meet its working capital needs during this process and to allow an orderly wind down of the remaining group.
While the board had previously announced its intention to (i) dispose of certain non-core assets for a consideration of £8.5 million (ii) conclude a new £20 million funding facility from certain of Esken's larger shareholders into EAL and (iii) amend and extend the exchangeable bond with the intention of providing liquidity for a period of two years to allow a recovery of the airport to a point when it could be sold to repay CGI, the exchangeable bond and return any excess value to shareholders, all progress was stopped in light of recent events, as set out in our previous announcements. As a consequence, while there could have been the opportunity to pursue other sources of finance given more time, Esken did not have access to the financial resources to sustain it through what would have involved a protracted court battle. The board has a responsibility to its creditors to ensure that it follows the appropriate course of action in these circumstances.
The court process for the Esken restructuring plan is likely to take several months to conclude but, in the meantime, the future funding of LSA is secure and the board will progress the orderly wind down of the remaining group. Once the documents for the restructuring plan are finalised a further update will be provided when the process and timings will be set out fully.
Enquiries:
Esken Limited c/o Teneo
Teneo
Olivia Peters
+44 7902 771008
esken@teneo.com
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