Notice of Guaranteed Delivery
for
Tender of Common Shares
(Including Common Shares Issuable Upon Exercise of Options)
of
HAWKER PACIFIC AEROSPACE
to
LHT ACQUISITION CORPORATION,
a wholly-owned subsidiary of
LUFTHANSA TECHNIK AG
Not to Be Used for Signature Guarantees
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, APRIL 5, 2000,
UNLESS THE OFFER IS EXTENDED
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the Offer if (1) certificates (the "Share Certificates")
evidencing common shares of Hawker Pacific Aerospace, a California corporation,
are not immediately available, (2) time will not permit all required documents
to reach the depositary, prior to the Expiration Date (as defined in the Offer
to Purchase) or (3) the procedure for book-entry transfer cannot be completed
on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand
or transmitted by telegram, facsimile transmission or mail to the depositary.
See Section 10 of the Offer to Purchase.
The Depositary for the Offer is:
U.S. Stock Transfer Corporation
By Mail: 1745 Gardena By Facsimile By Hand or by Overnight
Avenue Glendale, Transmission: (818) Courier: 1745 Gardena
California 91204-2991 502-1737 Confirm by Avenue Glendale,
U.S.A. Telephone: (818) 502-1404 California 91204-2991
U.S.A.
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above, or transmission of instructions via facsimile transmission
other than as set forth above, will not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
The guarantee that follows must be completed.
Ladies and Gentlemen:
The undersigned hereby tenders to LHT Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Lufthansa Technik AG, a
corporation organized under the laws of the Federal Republic of Germany, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated March 11, 2002 (the "Offer to Purchase"), and the related Letter of
Transmittal, receipt of each of which is hereby acknowledged, the number of
common shares specified below pursuant to the guaranteed delivery procedures
described in Section 10 of the Offer to Purchase.
Number of common shares: Name(s) of Registered
- Holder(s):
-
Certificate Nos. (if
available):
- ---------------------------
Check box if common Address(es), including
shares will be tendered by Zip Code(s):
-
book-entry transfer ---------------------------
(including through DTC's
ATOP): ---------------------------
[_] The Depositary Trust
Company ---------------------------
Name of Tendering Company Area Code and
Institution: Tel. No.:
- -
Account Number: Area Code and Tel. No.:
----------- -
Date: , 2002 Signature(s):
---------- ------------------
DELIVERY GUARANTEE
NOT TO BE USED FOR SIGNATURE GUARANTEES
The undersigned, a firm that is a member of a registered national
securities exchange or of the National Association of Securities Dealers,
Inc., or a financial institution (including most commercial banks, savings and
loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, or a bank, broker, dealer,
credit union, savings association or other entity which is an "eligible
guarantor institution" as such term is used in Rule 17Ad-15 under the Exchange
Act (each such institution, an "Eligible Institution"), hereby (1) represents
that the above named person(s) "own(s)" the common shares tendered hereby
within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934,
(2) represents that the tender of common shares effected hereby complies with
Rule 14e-4 and (3) guarantees delivery to the depositary, at one of its
addresses set forth above, of Share Certificates evidencing the common shares
tendered hereby in proper form for transfer, or confirmation of book-entry
transfer of such common shares into the depositary's accounts at the
Depository Trust Company (pursuant to the procedures for book-entry transfer,
set forth in Section 10 of the Offer to Purchase), in each case with delivery
of a properly completed, duly executed Letter of Transmittal (or a facsimile
thereof) with any required signature guarantees, or an Agent's Message (as
defined in Section 10 of the Offer to Purchase), and any other documents
required by the Letter of Transmittal, within three Nasdaq National Market
trading days after the date of execution of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the depositary and must deliver the Letter of Transmittal and
Share Certificates to the depositary within the time period shown herein.
Failure to do so could result in financial loss to such Eligible Institution.
----------------------- -------------------------
Name of Firm Authorized Signature
Name:
---------------------
-----------------------
Address:
Title:
----------------------- ----------------------
Zip Code
Area Code + Tel. No.: Date: , 2002
-------- -----
NOTE: Do not send Share Certificates with this Notice of Guaranteed Delivery.
Share Certificates should be sent with your Letter of Transmittal.
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