Last checked at 27 Apr 2020 11:52
27 April 2020
easyJet plc
('easyJet' or the 'Company')
NOTICE OF GENERAL MEETING
The Board of easyJet announces that a general meeting of the Company (the "GM") will be held on Friday, 22 May 2020 at 10.00 a.m. to consider the resolutions being put forward by Sir Stelios Haji-Ioannou ("SHI"), through nominee accounts controlled by easyGroup Holdings Limited ("easyGroup").
The Notice of GM is set out in a circular to easyJet shareholders that is being published today (the "Circular") which is available to view on the Company's website at http://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2020
The resolutions proposed at the direction of SHI are to remove as directors of the Company: the Chairman, John Barton; the CEO, Johan Lundgren; the CFO, Andrew Findlay and Independent Non-Executive Director, Andreas Bierwirth.
The purpose of the GM is to give shareholders the opportunity to vote on these resolutions, which represent an attempt by SHI to force the Board to take a step which it believes is not in the best interests of the Company and shareholders as a whole, namely the immediate unilateral termination of our long term aircraft supply contract with Airbus (the "Airbus Contract"), which was approved by shareholders at the Company's general meeting on 11 July 2013. These resolutions and the action SHI is trying to force on the Company are not supported by the Board for the reasons set out below and in the Circular.
The Board unanimously recommends shareholders to VOTE AGAINST these resolutions.
easyJet Chairman, John Barton, said:
"The Board of easyJet firmly believes that holding a General Meeting is an unnecessary distraction at a time when the airline industry is facing unprecedented challenge. The resolutions to remove the directors are an attempt to force easyJet to terminate its Airbus Contract. This is not in the best interests of the Company or its shareholders as a whole.
"Having already taken decisive and urgent action to bolster easyJet's liquidity for a prolonged grounding, the Board remains focused on successfully guiding easyJet through this continued period of uncertainty. Removing four directors from the Board, including the Chairman, CEO and CFO, would be extremely damaging and destabilising at this critical time. We unanimously urge all shareholders to vote AGAINST all the resolutions."
Why shareholders should VOTE AGAINST these resolutions
1. The resolutions to remove the directors are designed to force the Company to terminate its Airbus Contract - this is not in the best interests of the Company or its shareholders as a whole and would expose the Company to significant financial and operational risk
2. Removing four directors from the Board, including the Chairman, CEO and CFO, would be extremely damaging and destabilising at this critical time
3. As a result of decisive and urgent action taken by the Board, the Company has sufficient liquidity for a prolonged grounding and to meet its existing obligations. This includes significantly reducing capex by circa £1bn over three years, including through the agreement reached with Airbus to defer the delivery of 24 aircraft (announced on 9 April 2020).
The updated gross capex spending expectations are now c.£900m (c.£350m remaining in H2) in 2020, c.£600m in 2021, c.£1,000m in 2022 (subject to auditor review). The majority of the anticipated capital expenditure in aggregate across H2 2020, FY2021 and FY2022 relates to aircraft lease payments treated as capital cashflows under IFRS16; maintenance expenditure on existing aircraft and other IT related capital expenditure. Maintenance expenditure will be subject to restart phasing, the level of FY21 and FY22 flying and the quantity of operating lease redeliveries to lessors. A significant level of IT expenditure in FY21 and FY22 is discretionary and also subject to further review.
4. The Airbus Contract has been central to the Board's successful strategy that has delivered >640% in Total Shareholder Returns from 14 November 2008 until the Covid-19 outbreak
5. The Airbus Contract is vital to ongoing operations today and remains an integral part of the Company's future strategy
6. Liabilities triggered by an attempted unilateral termination of the contract without cause would be hugely detrimental (and seriously impact the Company's ability to operate as a low-cost airline)
GM arrangements
The Board takes the well-being of its employees, customers and shareholders very seriously. Given the UK Government's current guidance on social distancing and prohibition on non-essential travel and public gatherings in place at the current time, we regret that it will not be possible for shareholders to attend the GM in person.
There will be only limited Company representation at the meeting and our advisers have also been asked not to attend. In order to comply with relevant legal requirements, the GM will be convened with the minimum necessary quorum of two shareholders. This will be facilitated by the Company.
We therefore strongly encourage shareholders to vote on all resolutions in advance of the GM by completing an online proxy appointment form appointing the Chairman of the meeting as your proxy, to register any questions in advance and not to attend the meeting in person. Further details are included in the Circular.
The Company may, depending on the evolving situation, provide an audio webcast of the GM and details will be made available on the Company's website (http://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2020). To the extent there is a webcast, shareholders who participate by joining the webcast will not be considered to be in attendance at the meeting and will not be able to cast their votes at the meeting. Shareholders may not be able to ask questions via the webcast but can submit questions to the Board in advance of the GM by emailing cosec@easyjet.com by no later than 10.00 a.m. on Wednesday, 20 May 2020. We will consider all questions received and, if appropriate, provide a written response or publish answers on our website (http://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2020).
The Board will keep the situation under review and may need to make further changes to the arrangements relating to the GM, including how it is conducted, and shareholders should therefore continue to monitor the Company's website and announcements for any updates.
Shareholders are therefore urged to submit their votes by proxy before 10.00 a.m. on Wednesday, 20 May 2020 and shareholders should appoint the Chairman of the meeting as their proxy.
Circulation of Statement
On 23 April 2020, the Board received notice that, pursuant to section 314 of the Companies Act 2006, SHI was requesting that the Company circulate, on his behalf, a statement to all members of the Company ("Statement"). As required under the Companies Act 2006 the Board must circulate the Statement to all members of the Company in the same manner as the Notice of GM. In compliance with that requirement, the Statement is now available on the Company's website at http://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2020 and will be made available to shareholders with the Notice of GM.
The Statement is not supported by and does not represent the views of your Board. The Board has not sought to independently verify the accuracy of the Statement, including any forward-looking statements as to the future prospects of the Company, and the Board does not assume responsibility for the Statement nor the claims made within the Statement.
Documents
In connection with the above, the following documents are being posted or have been made available to shareholders today:
· the Circular, including a letter from the Chairman explaining the Board's position outlined in this announcement in more detail, a separate letter from Charles Gurassa, the Senior Independent Director and the formal Notice of GM;
· the Statement; and
· Form of Proxy for the GM.
In accordance with Listing Rule 9.6.1 copies of the documents listed above have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Circular and other materials relating to the GM are available to view on the Company's website at http://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2020.
For further details please contact easyJet plc:
Institutional investors and analysts:
Michael Barker Investor Relations +44 (0)7985 890 939
Holly Grainger Investor Relations +44 (0)7583 101 913
Media:
Anna Knowles Corporate Communications +44 (0)7985 873 313
Edward Simpkins Finsbury +44 (0)7947 740 551 / (0)207 251 3801
Dorothy Burwell Finsbury +44 (0)7733 294930 / (0)207 251 3801
LEI: 2138001S47XKWIB7TH90