Last checked at 26 Jun 2020 11:07
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
26 June 2020
easyJet plc
('easyJet' or the 'Company')
NOTICE OF GENERAL MEETING
Further to yesterday's announcement regarding the successful non-pre-emptive placing of new ordinary shares of 27 2/7 pence each in the capital of the Company ("Ordinary Shares") to raise gross proceeds of approximately £419 million, the Board of easyJet announces that a general meeting of the Company ("GM") will be held on Tuesday, 14 July 2020 at 10.00 a.m. at Hangar 89, London Luton Airport, London LU2 9PF.
39,681,092 new Ordinary Shares (representing approximately 9.99% of the Company's existing ordinary share capital) have been allotted at the Placing Price under the Company's existing share capital authority (obtained at the Annual General Meeting held in February 2020) and 19,860,406 new Ordinary Shares (representing approximately 5% of the Company's existing ordinary share capital) have been allotted at the Placing Price conditional on Shareholder approval by way of the Conditional Share Issuance.
The Conditional Share Issuance is subject to approval of a resolution to grant the directors authority to allot the Conditional Placing Shares. Accordingly, the purpose of the GM is to give Shareholders the opportunity to vote on the resolution to authorise the Directors to allot up to 19,860,406 Ordinary Shares relating to the Conditional Share Issuance.
A circular relating to the Conditional Share Issuance, including the Notice of General Meeting (the "Circular") will be posted to Shareholders and has been published on the Group's website at https://corporate.easyjet.com/investors/equity-placing.
The Board recommends shareholders vote in favour of the resolution.
GM arrangements
The Board takes the well-being of its employees, customers and Shareholders very seriously. Given the UK Government's current guidance on non-essential travel and restrictions on public gatherings in place at the date of this announcement, we regret that it will not be possible for Shareholders to attend the GM in person.
The Company is offering facilities for Shareholders to vote at the GM electronically and to attend by conference call to ask questions in real time should they wish to do so. Further details are set out in Part III of the Circular and a user guide to the electronic facilities is available on the website at: https://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-july-2020.
We 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.
Shareholders will be able to ask questions via conference call access as set out in Part III of the Circular. Shareholders can also submit questions to the Board in advance of the GM by emailing cosec@easyjet.com by no later than 10.00 a.m. on Friday, 10 July 2020. We will consider all questions received and, if appropriate and relating to the business of the GM, give an answer at the GM and provide a written response or publish answers on our website.
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 urged to submit their votes by proxy before 10.00 a.m. on Friday, 10 July 2020.
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 background and rationale for the GM and the formal Notice of General Meeting; 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 https://corporate.easyjet.com/investors/equity-placing.
Capitalised terms not otherwise defined in this announcement have the meanings given to them in the Circular.
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
This announcement should be read in its entirety. In particular, the information provided in the "Important Notices" section of this announcement should be read and understood.
Important Notices
This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.
This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.
Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Company. All statements other than statements of historical facts included in this Announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''anticipates'', ''estimates'', ''projects'', ''will'', ''may'', "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Company's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its Directors, BNP Paribas and Credit Suisse and any of their respective affiliates, agents, directors, officers or employees each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Listing Rules, MAR, the DTRs, the rules of the London Stock Exchange or the FCA.