John Menzies Plc (‘‘Menzies’’ Or the ‘‘Company’’) Prepared in Accordance with the Prospectus Rules

THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. This document comprises: (i) a circular prepared in accordance with the Listing Rules made under section 73A of the FSMA; and (ii) a prospectus relating to John Menzies plc (‘‘Menzies’’ or the ‘‘Company’’) prepared in accordance with the Prospectus Rules. This document has been approved by the Financial Conduct Authority (the ‘‘FCA’’) in accordance with section 85 of the FSMA, will be made available to the public and has been filed with the FCA in accordance with the Prospectus Rules. This document together with the documents incorporated into it by reference (as set out in Part XIII of this document) will be made available to the public in accordance with Prospectus Rule 3.2.1 by the same being made available, free of charge, at www.johnmenziesplc.com and at the Company’s registered office at 2 Lochside Avenue, Edinburgh Park, Edinburgh, Scotland EH12 9DJ. If you sell or have sold or have otherwise transferred all of your Existing Ordinary Shares (other than ex-rights) held in certificated form before 8.00 am (London time) on 12 October 2016 (the ‘‘Ex- Rights Date’’), please send this document, together with any Provisional Allotment Letter, if and when received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that, subject to certain limited exceptions, such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including the Commonwealth of Australia, its territories and possessions, each province and territory of Canada, Japan, the Republic of South Africa and the United States of America (the ‘‘Excluded Territories’’). If you sell or have sold or have otherwise transferred all or some of your Existing Ordinary Shares (other than ex-rights) held in uncertificated form before the Ex-Rights Date, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares (other than ex-rights) held in certificated form before the Ex-Rights Date, you should refer to the instruction regarding split applications in Part III of this document and in the Provisional Allotment Letter. The distribution of this document, the Provisional Allotment Letter and the transfer of Nil Paid Rights, Fully Paid Rights and New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain limited exceptions, this document, the enclosures and the Provisional Allotment Letter and any other such documents should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory. John Menzies plc (incorporated and registered in Scotland with registered number SC034970) Proposed acquisition of ASIG UK and ASIG US and 5 for 14 Rights Issue of 21,922,403 New Ordinary Shares at 343 pence per New Ordinary Share and Notice of General Meeting Numis Securities Limited Shore Capital Stockbrokers Limited Sponsor, Financial Adviser, Joint Bookrunner and Joint Broker Joint Bookrunner and Joint Broker A Notice of General Meeting of the Company, to be held at 11.00 am at the offices of DLA Piper Scotland LLP, Collins House, Rutland Square, Edinburgh, EH1 2AA on 11 October 2016, is set out at the end of this document. Whether or not you intend to be present at the General Meeting, you are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Company’s Registrar, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by not later than 11.00 am on 7 October 2016 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). The Ordinary Shares are listed on the premium listing segment of the Official List maintained by the FCA and traded on the London Stock Exchange’s main market for listed securities. Application will be made to the FCA and to the London Stock Exchange for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities, respectively. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New Ordinary Shares (nil paid) will commence at 8.00 am (London time) on 12 October 2016. You should read the whole of this document and the information incorporated by reference into this document. Your attention is drawn to the letter of recommendation from the Chairman which is set out in Part I of this document. Your attention is also drawn to the section headed ‘‘Risk Factors’’ at the beginning of this document, which sets out certain risks and other factors that should be considered by Shareholders when deciding on what action to take in relation to the Rights Issue, and by others when deciding whether or not to purchase Nil Paid Rights, Fully Paid Rights or New Ordinary Shares. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’) or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares in the United States. Outside the United States, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares are being offered in reliance on Regulation S under the Securities Act. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state’s securities commission in the United States or any U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence. Subject to certain limited exceptions, this document does not constitute an offer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares to any person with a registered address, or who is located, in the United States or any other Excluded Territories or in any other jurisdiction in which such an offer or solicitation is unlawful. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters will not be registered or qualified for distribution to the public under the securities laws of any Excluded Territory and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions. There will be no public offer in any of the Excluded Territories. Subject to certain exceptions, neither this document nor the Provisional Allotment Letters will be posted to any person in the United States or in any other Excluded Territory or any other jurisdiction where the extension or availability of the Rights Issue and any other transaction contemplated thereby would breach applicable law. Numis Securities Limited (‘‘Numis’’) which is authorised and regulated by the FCA in the United Kingdom, is acting solely for the Company in relation to the Rights Issue and nobody else (whether or not a recipient of this document) as a client in relation to the Proposed Acquisition, the Rights Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Numis nor for providing advice in relation to the Proposed Acquisition, the Rights Issue and Admission or any other matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed upon Numis by the FSMA or the regulatory regime established thereunder, Numis does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, ii the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters, the Rights Issue or the Proposed Acquisition, and nothing in this document is, or shall be relied upon as, a promise or representation in the respect, whether as to the past or future.

Load more