21 May 2020 07:00
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
21 May 2020
Dart Group PLC
("Dart" or the "Group" or the "Company")
Results of Placing
Dart Group PLC, the Leisure Travel and Distribution & Logistics Group, is pleased to announce the successful completion of the Placing announced yesterday (the "Placing Announcement").
A total of 29,781,894 Placing Shares have been placed at a price of 576.5 pence per Placing Share (the "Placing Price") to raise gross proceeds of approximately £172 million. Canaccord Genuity acted as Joint Global Co-ordinator, Joint Bookrunner and Joint Broker, and Barclays and HSBC acted as Joint Global Co-ordinators and Joint Bookrunners.
The Placing was significantly oversubscribed.
The Placing Price is equal to the closing mid-market share price of 576.5 pence on 20 May 2020. The Placing Shares being issued represent 20 per cent. of the existing issued ordinary share capital of Dart immediately prior to the Placing.
The Company consulted with a number of its major shareholders prior to the Placing in order to adhere to the principles of pre-emption as far as possible through the allocation process and is pleased by the strong support it has received from existing shareholders and new investors.
Philip Meeson, Executive Chairman of the Group commented:
"The Group is grateful to both existing shareholders and new investors for their significant support of this equity issue at no discount to the prevailing share price. The Board believes that the proceeds of the Placing, together with the recently confirmed Bank of England £300m COVID Corporate Financing Facility (currently undrawn) and the Group's fully drawn Revolving Credit Facility of £100m, will provide the Group with additional headroom to deal with this most challenging of trading environments.
The Board remains of the belief that once able to do so, our Customers will be determined to enjoy the wonderful experience of a well-deserved Jet2 holiday and that Jet2.com and Jet2holidays will continue to have a thriving future, taking millions of UK holidaymakers annually to the Mediterranean, the Canary Islands and to European Leisure Cities."
The Placing and settlement
The Placing Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.
Application has been made for the Placing Shares to be admitted to trading on AIM.
Settlement for the Placing Shares and Admission is expected to take place at 8.00 a.m. on or around 27 May 2020 (or such later date as may be agreed between the Joint Global Coordinators and the Company). The Placing is conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.
Total voting rights
Following Admission, the Company will have a total of 178,691,368 Ordinary Shares in issue, with no Ordinary Shares held in treasury. With effect from Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
Director participation
The following Directors of the Company have agreed to participate in the Placing as follows:
Director/PDMR | Number of Existing Ordinary Shares | Number of Placing Shares to be subscribed for | Holding of Ordinary Shares on Admission | Percentage of enlarged issued share capital on Admission (%) |
Philip Meeson | 48,040,000 | 10,000 | 48,050,000 | 26.89% |
Stephen Heapy | 231,462 | 4,000 | 235,462 | 0.13% |
Gary Brown | 63,372 | 3,000 | 66,372 | 0.04% |
Richard Green | - | 2,000 | 2,000 | 0.001% |
Mark Laurence | 200,000 | 40,000 | 240,000 | 0.13% |
Robin Terrell | - | 4,337 | 4,337 | 0.002% |
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail.
Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the Placing Announcement, unless the context provides otherwise.
For further information, please contact:
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IMPORTANT NOTICES
This Announcement and the information contained in it is not for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an 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. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or South Africa or to any investor located or resident in Canada.
No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measure in any member state (the "Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States of the European Economic Area who are qualified investors (within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "relevant persons"). This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity, Barclays or HSBC or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Each of Canaccord Genuity, which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, and Barclays and HSBC which are authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and FCA, are acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) other than the Company as their respective clients in relation to the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.
The distribution of this Announcement and/or the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Canaccord Genuity, Barclays or HSBC or any of their respective affiliates that would, or which is intended to, permit an offering of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Placing Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company, Canaccord Genuity, Barclays and HSBC to inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect", "target", "anticipate", "could", "predict", "continue", "positioned", "risk" (or the negative thereof) and words of similar meaning, reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. Except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based, except where required to do so under applicable law.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Canaccord Genuity, Barclays or HSBC .
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
Each of the Joint Global Co-ordinators and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Global Co-ordinators and their respective affiliates may provide such services to the Company and/or its affiliates in the future.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 | Details of the person discharging managerial responsibilities / person closely associated
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a) | Name | Philip Meeson
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2 | Reason for the notification
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a) | Position/status | Executive Chairman
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b) | Initial notification/Amendment | Initial Notification
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Dart Group PLC
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b) | LEI | I72RQ3PNLDPW8R7JIJ56
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4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) | Description of the financial instrument, type of instrument | Ordinary shares of 1.25p each | |
Identification code | GB00B1722W11
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b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to Placing
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c) | Price(s) and volumes(s) | Price(s) | Volume(s)
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576.5 pence | 10,000
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d) | Aggregated information | N/A (single transaction)
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Aggregated volume | N/A (single transaction)
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Price | N/A (single transaction)
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e) | Date of the transaction | 21 May 2020
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f) | Place of the transaction | Outside of a trading venue
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1 | Details of the person discharging managerial responsibilities / person closely associated
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a) | Name | Stephen Heapy
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2 | Reason for the notification
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a) | Position/status | Chief Executive Officer
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b) | Initial notification/Amendment | Initial Notification
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Dart Group PLC
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b) | LEI | I72RQ3PNLDPW8R7JIJ56
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4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) | Description of the financial instrument, type of instrument | Ordinary shares of 1.25p each | |
Identification code | GB00B1722W11
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b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to Placing
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c) | Price(s) and volumes(s) | Price(s) | Volume(s)
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576.5 pence | 4,000
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d) | Aggregated information | N/A (single transaction)
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Aggregated volume | N/A (single transaction)
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Price | N/A (single transaction)
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e) | Date of the transaction | 21 May 2020
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f) | Place of the transaction | Outside of a trading venue
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1 | Details of the person discharging managerial responsibilities / person closely associated
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a) | Name | Gary Brown
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2 | Reason for the notification
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a) | Position/status | Chief Financial Officer
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b) | Initial notification/Amendment | Initial Notification
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Dart Group PLC
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b) | LEI | I72RQ3PNLDPW8R7JIJ56
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4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) | Description of the financial instrument, type of instrument | Ordinary shares of 1.25p each | |
Identification code | GB00B1722W11
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b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to Placing
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c) | Price(s) and volumes(s) | Price(s) | Volume(s)
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576.5 pence | 3,000
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d) | Aggregated information | N/A (single transaction)
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Aggregated volume | N/A (single transaction)
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Price | N/A (single transaction)
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e) | Date of the transaction | 21 May 2020
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f) | Place of the transaction | Outside of a trading venue
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1 | Details of the person discharging managerial responsibilities / person closely associated
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a) | Name | Mark Laurence
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2 | Reason for the notification
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a) | Position/status | Non-executive Director
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b) | Initial notification/Amendment | Initial Notification
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Dart Group PLC
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b) | LEI | I72RQ3PNLDPW8R7JIJ56
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4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) | Description of the financial instrument, type of instrument | Ordinary shares of 1.25p each | |
Identification code | GB00B1722W11
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b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to Placing
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c) | Price(s) and volumes(s) | Price(s) | Volume(s)
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576.5 pence | 40,000
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d) | Aggregated information | N/A (single transaction)
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Aggregated volume | N/A (single transaction)
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Price | N/A (single transaction)
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e) | Date of the transaction | 21 May 2020
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f) | Place of the transaction | Outside of a trading venue
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1 | Details of the person discharging managerial responsibilities / person closely associated
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a) | Name | Richard Green
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2 | Reason for the notification
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a) | Position/status | Non-executive Director
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b) | Initial notification/Amendment | Initial Notification
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Dart Group PLC
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b) | LEI | I72RQ3PNLDPW8R7JIJ56
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4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) | Description of the financial instrument, type of instrument | Ordinary shares of 1.25p each | |
Identification code | GB00B1722W11
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b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to Placing
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c) | Price(s) and volumes(s) | Price(s) | Volume(s)
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576.5 pence | 2,000
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d) | Aggregated information | N/A (single transaction)
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Aggregated volume | N/A (single transaction)
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Price | N/A (single transaction)
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e) | Date of the transaction | 21 May 2020
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f) | Place of the transaction | Outside of a trading venue
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1 | Details of the person discharging managerial responsibilities / person closely associated
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a) | Name | Robin Terrell
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2 | Reason for the notification
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a) | Position/status | Non-executive Director
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b) | Initial notification/Amendment | Initial Notification
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Dart Group PLC
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b) | LEI | I72RQ3PNLDPW8R7JIJ56
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4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 1.25p each | |
Identification code | GB00B1722W11
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b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to Placing
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c) | Price(s) and volumes(s) | Price(s) | Volume(s)
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576.5 pence | 4,337
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d) | Aggregated information | N/A (single transaction)
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Aggregated volume | N/A (single transaction)
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Price | N/A (single transaction)
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e) | Date of the transaction | 21 May 2020
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f) | Place of the transaction | Outside of a trading venue
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