GM 9.am Monday28 Apr 2019 17:48
As part of its ongoing strategic review of the Group airline as announced on 7 February
2019, the Board has received external advice that its current interpretation and treatment of
Article 122(B) may currently, and in certain periods in the past, have led the Company
inadvertently to permit a level of borrowings which, while consistent with the credit rating
and financial needs of the business, may have been in excess of the limit permitted under
the Articles. These potential technical breaches and their consequences, which have
implications for the day-to-day use of the Company’s existing facilities going forward, are
capable of remedy by the passing of an ordinary resolution by the shareholders (i) ratifying
any and all monies borrowed, or any other actions contemplated by Article 122(A)
undertaken by the Company and/or any of its subsidiaries, prior to the passing of the
resolution in excess of the limitations contained in Article 122(B); and (ii) that each current
director, and each person who has served as a director in the period prior to the date of the
resolution, be released from any liability to the Company, and that the Company waive all
claims, in respect of any of such matters. The amount of the liability released (and any
associated costs) is capped for each such director at an amount equal to 0.25% of the
Company’s market capitalisation as at the date of the resolution.
An implication of the possible technical breaches is that the Company would be unable to
roll-over existing credit facilities for the purpose of day-to-day treasury management, as it
has done in previous years. Accordingly, the Company proposes to seek approval from
shareholders, pursuant to the Resolution, to allow the Company to remove the limitations
under Article 122(B) for a limited period until the conclusion of the next annual general
meeting of the shareholders of the Company. The Board intends to reconsider the
limitations on the Company’s borrowings prior to the next AGM and, if appropriate, will
propose amendments to the Articles prior to expiry of the dispensation of borrowing limits
proposed herein.
3. GENERAL MEETING
Set out in the section of this Circular entitled “Notice of General Meeting” is a notice
convening the General Meeting to take place at 9.00 a.m. (BST) on 29 April 2019 at 1st Floor,
North Building, 200 Aldersgate, London, EC1A 4HD. At the General Meeting, an ordinary
resolution will be proposed to: (i) provide ratification for any potential technical breach of
the borrowing limit in the Articles, and (ii) approve the temporary dispensation of the
borrowing limits that apply to the Company under Article 122(B).
The full text of the Resolution is set out in the section of this Circular entitled “Notice of
General Meeting”.
4. ACTION TO BE TAKEN
You will find enclosed a Form of Proxy for use at the General Meeting or any adjournment
thereof. It is important to us that our Shareholders have the opportunity