National Aviation Service WLL made an offer to acquire 81% stake in John Menzies plc (LSE:MNZS) for approximately £470 million on February 2, 2022. National Aviation Service to acquire the entire and to be issued share capital of John Menzies plc at a price of £5.1 per share in cash. National Aviation Service WLL reached an agreement to acquire 81% stake in John Menzies plc on March 30, 2022. As of April 27, 2022, Bidco confirmed in the Scheme Document that it had received irrevocable undertakings and letters of intent in respect of 13,137,614 Menzies Ordinary Shares, representing approximately 14.29 per cent. On 27 April 2022, WM Thomson & Sons announced that it had disposed of an aggregate of 553,056 Menzies Ordinary Shares (the "Disposed Shares") which were the subject of a letter of intent in favour of Bidco, representing approximately 0.60 per cent of Menzies' issued ordinary share capital as at 26 April 2022. The acquisition will be effected by means of a court-sanctioned scheme of arrangement. National Aviation Service rejected the offer for the acquisition of John Menzies plc on February 9, 2022. The Board of John Menzies plc has unanimously rejected the Offer, having concluded that the Proposal is entirely opportunistic, conditional and that the terms fundamentally undervalue John Menzies plc and its future prospects. In related transaction,National Aviation Service WLL entered into contracts to acquire13.2% and an additional 5.8% stake in John Menzies plc National Aviation Service WLL for £73.1 million and £32.1 million on on February 17, 2022 and February 18, 2022 respectively. National Aviation Service WLL made an Revised offer to acquire 81% stake in John Menzies plc for approximately £450 million on February 21, 2022. Under revised offer, National Aviation Service agree to pay £6.08 per share. NSA already signed contract to acquire 17.4 million share and acquire remaining share i.e. 74.5 million share of John via offer. The Board has considered the Final Proposal and indicated to NAS that it would be willing unanimously to recommend an offer at the financial terms of the Final Proposal to Menzies shareholders subject to the satisfactory resolution of all the other terms of the offer, court approval, including the approach to the customary regulatory approvals required to complete any transaction. As of July 15, 2022, the Conditions relating to foreign direct investment and antitrust approvals have now been satisfied or waived. As on June 1, 2022, Court and shareholders of John Menzies approved the transaction. On March 8, 2022, The Board announced this morning that the deadline for the announcement of a firm intention to make an offer has been extended from March 9, 2022 to March 30, 2022. As of March 29, 2022, National Aviation Service WLL has received irrevocable undertakings and letters of intent in respect of 13,137,614 Menzies Shares, representing approximately 14.29% stake. As of April 27, 2022, the Menzies Board unanimously recommended the offer. Scheme is expected to become effective during the third quarter of 2022. As of July 15, 2022, the transaction will become Effective upon the delivery of the copies of the Court Order to the Registrar of Companies, which is expected to occur on August 4, 2022. As of August 8, 2022, Agility signs new credit facility of $1.42bn to fund John Menzies buyout.

Eduard van Wyk and Nick Harper of Goldman Sachs International and Charlie Batten, Mike Bell, Michael Nicholson ad Miles Cox of Peel Hunt acted as financial advisors to the board of John Menzies plc. Paul Whitelock, Nicolas Sirtoli, James Dunnett and Ksenia Orlova of Norton Rose Fulbright acted as legal advisors to Barclays. Jon Earle, Charles Severs, Karin Kirschner, Sarah Smith, Janine Simpson, Paolo Morante, Nicholas Klein, Jonathan Exten-Wright, Lynda Finan and Matthew Swynnerton of DLA Piper UK LLP acted as legal advisors to John Menzies. Yorick van Slingelandt and Liam Beere of Moelis & Company and Milan Solanki, Omar Faruqui, Chris Brooks and Osman Akkaya of Barclays acted as financial advisor of Menzies. Yorick van Slingelandt and Liam Beere of Moelis & Company and Omar Faruqui and Osman Akkaya of Barclays acted as financial advisor, Latham & Watkins (London) LLP and DLA Piper UK LLP acted as legal advisor of NSA.

National Aviation Service WLL completed the acquisition of 81% stake in John Menzies plc (LSE:MNZS) on August 4, 2022. Dealings in the Shares of John Menzies were suspended with effect from August 4, 2022 and applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the delisting of the Shares from the premium listing segment of the Official List and cancellation of the admission to trading of the Shares on the main market of the London Stock Exchange, which are each expected to take place on August 5, 2022. All of the directors of Menzies have resigned from the board of directors with effect from the Schemes becoming effective, other than John Geddes who will remain on the Board. In addition, Ashwin Gungabissoon has been nominated by National Aviation and appointed to the Board.