Press Release

Issued by Babcock International.

March 27, 2014

Babcock International Group PLC, a UK leading engineering support services company, announced today it has entered into a conditional agreement to acquire the entire share capital of Avincis Mission Critical Services Topco Limited for GBP equivalent £920 million (€1,100 million) from our parent holding company, World Helicopters S.à r.l. As part of the acquisition, Babcock has entered into a new multi-currency debt facility to enable it to refinance the Avincis Group's third party debt following completion of the proposed acquisition (net debt as of 31 December 2013 of GBP equivalent £705 million), should the Babcock Board consider it necessary or desirable to do so. 

Peter Rogers, chief executive of Babcock, said: “The proposed acquisition of Avincis meets Babcock's strategic objectives as it brings into the Babcock group a market-leading business, delivering mission critical services and complex engineering support to blue-chip customers in multiple geographies. Avincis already has a strong growth platform and its combination with Babcock will generate even greater expansion opportunities and value creation for Babcock's shareholders.”

James Drummond, chief executive of Avincis, said: “Babcock is a great strategic and cultural fit for Avincis. We provide vital, complex and life-saving services for our customers, and both share a commitment to operational excellence and the highest standards of safety. Avincis' global business has grown significantly over the past few years, and joining forces with Babcock will allow the strengthened group to access new markets and customers, and build on an already impressive order intake.”

Babcock intends to fund the proposed acquisition through a fully underwritten rights issue of its existing ordinary shares. Completion of the proposed acquisition is conditional on approval of the proposed acquisition by the shareholders' general meeting of Babcock, applicable antitrust approvals and the underwriting agreement in connection with Babcock's rights issue not being terminated prior to admission of the newly issued shares of Babcock in connection with the proposed rights issue. A combined circular and a prospectus approved by the UK Financial Conduct Authority in connection with the rights issue and the proposed acquisition is expected to be published shortly and sent to shareholders of Babcock. Certain information regarding Avincis contained in such circular and prospectus is disclosed in Annex A to this news release. Completion of the proposed acquisition is expected to take place in May 2014.