5 Aug 2013 07:00
5 August 2013
fastjet plc
("fastjet" or the "Company")
Notice of General Meeting and Proposed Consolidation and Sub-division of Share Capital
General Meeting
A Notice convening a General Meeting has been sent to shareholders and a copy of the Notice will be available on the Company's website shortly.
The Notice was prepared prior to the close of trading on Friday 2nd August. On Friday 2nd August the share price at close of trading was 1.28p and as the share price was above the nominal value the proposed reorganisation is not now necessary to raise funds, however given the volatility of the share price over the past months the Board feel it would be prudent to continue with the process of putting the proposed reorganisation in place.
Proposed reorganisation
Although the mid-market price of Ordinary Shares as at the close of business on 2 August 2013 was 1.28p, the Ordinary Shares have in recent months frequently been trading on AIM at a price below their nominal value of 1p per share. The issue of new shares by a UK company at a price below their nominal value is prohibited by UK company law and accordingly the ability of the Company to raise funds by way of the issue of further equity has been inhibited.
The Company needs to raise funds in the near future in order to drive its medium and longer-term expansion, as well as for its short-term working capital. It is essential that the Company has the ability to raise additional funds to continue its on-going business.
As stated in the Company's 2012 Report and Accounts, fastjet is looking at different ways to restructure legacy Fly 540 loss-making parts of its business. An announcement will be made in due course, once those plans have been finalised.
Accordingly the Directors are seeking Shareholders' authority to implement the Reorganisation to create a differential between the nominal value of the Ordinary Shares and their market price to facilitate future share issues.
In addition the share price levels at which the Ordinary Shares have recently traded means that small absolute movements in the share price represent large percentage movements, resulting in share price volatility. In addition, the Directors believe that the bid offer spread at these price levels can be disproportionate, to the detriment of Shareholders. Accordingly the Reorganisation will also have the effect of a consolidation of the Ordinary Shares on a one for ten basis.
To give effect to the Reorganisation the current articles of association (the "Articles") of the Company will need to be amended to make changes to allow the creation of the B Deferred Shares. These amendments will also require Shareholders' approval at the General Meeting.
Details of the proposed Reorganisation and the proposed amendments to the Articles are set out below.
Share Capital Reorganisation
As at 1 August 2013, being the latest practicable date prior to the publication of this document, the total issued share capital of the Company was £29,864,725.70 divided into 2,986,472,570 Existing Ordinary Shares. As announced by the Company on 31 July 2013 application has been made to the London Stock Exchange for a total of 66,000,000 Ordinary Shares to be admitted to trading on AIM. It is expected that the Admission of these Ordinary Shares will become effective and that trading in the new shares will commence on 5 August 2013. Following the Admission of these Ordinary Shares, the Company's enlarged issued share capital will comprise of 3,052,472,570 Ordinary Shares.
It is proposed that the following steps shall be taken in relation to the Company's share capital to effect the Reorganisation:
(a) the Existing Ordinary Shares of 1 pence will be consolidated on the basis of one Interim Ordinary Share of 10 pence each for every 10 Existing Ordinary Shares; and
(b) immediately following such consolidation each Interim Ordinary Share will be subdivided and converted into one New Ordinary Share of 1 pence and one B Deferred Share of 9 pence each.
Ordinary Shares
As a consequence of the Reorganisation each Shareholder's holding of New Ordinary Shares will (ignoring fractional entitlements) immediately following the Reorganisation becoming effective be one tenth of the number of Existing Ordinary Shares held by them on the Record Date (being 5pm on the day of the General meeting). However each Shareholder's proportionate interest in the Company's issued ordinary share capital will remain unchanged as a result of the proposed Reorganisation.
The New Ordinary Shares will continue to carry the same rights as attached to the Existing Ordinary Shares.
The last day of trading on AIM in the Existing Ordinary Shares is expected to be 19 August 2013.
If approved, following the Reorganisation taking into account Admission as set out above, and assuming no further shares are issued following such Admission between 1 August 2013 (being the latest practicable date prior to the printing of this document) and the date the Reorganisation becomes effective (expected to be 8.30am 20 August 2013), the Company's issued ordinary share capital will comprise 305,247,257 New Ordinary Shares.
If the Reorganisation is approved, the New Ordinary Shares will be admitted to trading on AIM with ISIN: GB00BCW3PK51.
New share certificates representing New Ordinary Shares will be sent to Shareholders who hold shares in certificated form on or around 27 August 2013. On receipt of the new share certificates all ordinary share certificates previously issued can be destroyed. If you do not receive a new share certificate and you believe you are entitled to one please contact the Company's registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. Shareholders who hold their entitlement to Existing Ordinary Shares in uncertificated form through CREST are expected to have their CREST accounts adjusted to reflect their entitlement to New Ordinary Shares on 20 August 2013.
Fractional Entitlements
Where a Shareholder's holding of Existing Ordinary Shares either comprises less than 10 Existing Ordinary Shares or is not a multiple of 10 such fractional entitlements that would otherwise arise, the Shareholder's holding will be consolidated into Interim Ordinary Shares and the New Ordinary Shares arising from the sub Division of such Interim Ordinary Shares will be sold for the benefit of the Company. The B Deferred Shares arising from such conversion will be transferred to the Company for token value and cancelled.
B Deferred Shares
The B Deferred Shares created will be effectively valueless as they will not carry any rights to vote or dividend rights. In addition, holders of B Deferred Shares will only be entitled to a payment on a return of capital or on a winding up of the Company after each of the holders of Ordinary Shares have received a payment of £10,000,000 on each such share. The B Deferred Shares will not be listed or traded on AIM and will not be transferable without the prior written consent of the Board. No share certificates will be issued in respect of the B Deferred Shares, nor will CREST accounts of shareholders be credited in respect of any entitlement to B Deferred Shares.
Changes to the Articles of Association
In connection with the Reorganisation the Company also proposes to amend its Articles to include the rights and restrictions attaching to the B Deferred Shares, as set out above.
RECOMMENDATION
The Directors believe that the passing of all Resolutions will be in the best interests of the Company and its Shareholders as a whole and are unanimous in recommending that Shareholders vote in favour of them, as those Directors who are also Shareholders intend to do in respect of their own beneficial holdings of Ordinary Shares.
Subject to shareholder approval at the General Meeting of the Company, the sub-division of shares will become effective on 20 August 2013, being the first day of trading in the Company's shares following the General Meeting.
-ends-
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NOTES TO EDITORS
About fastjet plc
fastjet plc is the holding company for African airline Fly540, which operates in Tanzania, Kenya, Ghana and Angola. Flights under the fastjet brand commenced in Tanzania in November 2012. The airline has introduced Airbus A319s into its fleet. By adhering to international standards of safety, quality, security and reliability, fastjet has brought a new flying experience to the African market at unprecedented low prices. fastjet is implementing the low-cost model across Africa and its long-term strategy is to become the continent's first low-cost, pan-African airline.
In the year to March 2013, fastjet and its subsidiaries carried almost 800,000 passengers, 50% more than a year previously, and 99.2 per cent of its flights left on time with no cancellations. The results of a recent customer satisfaction survey showed that 100% of customers were likely to recommend fastjet to a friend. In developing its strong brand and identity, fastjet has won and been nominated for a number of awards, including winning three Transform awards for the rebrand and launch of fastjet and the award for "Brand Strategy of the Year" at the recent Drum Marketing Awards in London.
fastjet plc is quoted on the London Stock Exchange's AIM market.
For more information see www.fastjet.com