21 Nov 2018 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of fastjet Plc or other evaluation of any securities of fastjet Plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
fastjet Plc("fastjet", the "Company" and, together with its subsidiaries, the "Group")
21 November 2018
Posting of Circular
fastjet, the low-cost African airline, is pleased to announce that, further to its announcement of 16 November 2018, it will today post a circular (the "Circular") to Shareholders regarding, inter alia, an Open Offer of approximately £4.1 million (c. US$5.3 million). The Circular will also be made available today on the Company's website www.fastjet.com.
Terms not otherwise defined herein, shall have the meanings given in the section entitled "Definitions" at the end of this announcement.
The Open Offer is being made to Qualifying Shareholders on the register as at the Record Date, being 6.00 p.m. on 20 November 2018, for up to 411,440,871 Open Offer Shares at one penny per Open Offer Share (being the same price as the Issue Price for the Placing) on the basis of:
57 Open Offer Shares for every 10 Existing Ordinary Shares
Full details of the Open Offer, including terms and conditions and details on how to accept the Open Offer, are set out in the Circular.
Subject to:
(i) the approval by Shareholders of the Authorising Resolution at the General Meeting (to be held at the offices of Liberum at Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY at 10.00 a.m. on 7 December 2018);
(ii) the Solenta Subscription Letter becoming unconditional in all respects; and
(iii) the Placing Agreement not having been terminated in accordance with its terms prior to Admission,
settlement and admission to trading on AIM of the New Shares is expected to occur at 8.00 a.m. on 10 December 2018.
Following the issue of the New Shares (assuming full take-up under the Open Offer), the enlarged ordinary share capital of the Company will be 4,157,093,764 Ordinary Shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| 2018 |
Record Date for entitlement under the Open Offer | 20 November |
Ex-entitlement date for the Open Offer | 21 November |
Posting of the Circular, the Form of Proxy and, to Qualifying non-CREST shareholders only, the Application Forms | 21 November |
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders | 22 November |
Latest time for depositing Open Offer Entitlements into CREST | 3.00 p.m. on 30 November |
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST | 4.30 p.m. on 30 November |
Latest time and date for receipt of Forms of Proxy from Shareholders | 10.00 a.m. on 5 December |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims) | 3.00 p.m. on 5 December |
Latest time and date for receipt of completed Application Forms and payment in full from Qualifying Shareholders under the Open Offer or settlement of relevant CREST instruction (as appropriate) | 10.00 a.m. on 7 December |
General Meeting of the Company | 10.00 a.m. on 7 December |
Expected date of announcement of results of the General Meeting | 7 December |
Admission effective and dealings in the New Shares expected to commence on AIM | 8.00 a.m. on 10 December |
Expected date for crediting of the New Shares in uncertificated form to CREST stock accounts | 8.00 a.m. on 10 December |
Expected date of dispatch of share certificates in respect of the NewShares | w/c 17 December 2018 |
The dates set out in the Expected Timetable of Principal Events above and mentioned in the Circular may be adjusted by fastjet in which event details of the new dates will be notified via an RIS and, where appropriate, to Shareholders.
All references to time are to the time in London, England.
ENDS
For more information, contact:
fastjet Plc | Tel: +27 (0) 10 070 5151 |
Nico Bezuidenhout, Chief Executive Officer Michael Muller, Chief Financial Officer |
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Liberum Capital Limited - Nominated Adviser and Broker | Tel: +44 (0) 20 3100 2222 |
Clayton Bush Andrew Godber James Greenwood Trystan Cullen
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UK media - Citigate Dewe Rogerson | Tel: +44 (0) 20 7638 9571 |
Angharad Couch Eleni Menikou Toby Moore Nick Hayns |
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NOTES TO EDITORS
About fastjet Plc
fastjet is a multi-award winning (including Skytrax World Airline Awards Best Low-Cost Airline in Africa 2017 and Leading African Low-Cost Carrier, World Travel Awards 2016, 2017 and 2018) African value airline for everyone that began flight operations in Tanzania in November 2012, flying passengers from Dar es Salaam to just two domestic destinations - Kilimanjaro and Mwanza.
Today, fastjet's route network includes Tanzanian domestic routes from its Dar es Salaam base to Kilimanjaro, Mbeya, and Mwanza, and international routes from Tanzania to Lusaka in Zambia and Harare in Zimbabwe. fastjet began branded domestic flights in Mozambique (Operated by Solenta Aviation Mozambique) in November 2017, its network presently between Maputo and Beira, Quelimane and Tete and celebrated its third year of operations in Zimbabwe in 2018. The carrier operates between Harare and Bulawayo, Harare and Victoria Falls and from Harare and Victoria Falls to Johannesburg in South Africa. The airline has flown over 3.5 million passengers with an impressive on-time performance aggregate, establishing itself as a punctual, reliable, and affordable carrier.
IMPORTANT INFORMATION
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 Liberum or by any of its 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.
Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no-one else in connection with the Equity Refinancing and the Open Offer, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Equity Refinancing, the Open Offer or any other matter referred to herein.
The distribution of this announcement and the offering of the Open Offer Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Liberum to inform themselves about, and to observe such restrictions.
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.
Definitions
Admission | the admission to trading on AIM of the New Shares, which is expected to take place at 8.00 a.m. on 10 December 2018 | ||
AIM | the market of that name operated by the London Stock Exchange | ||
AIM Rules for Companies | the AIM rules for Companies, as published and amended from time by the London Stock Exchange | ||
Application Form | the application form which accompanies the Circular on which Qualifying non-CREST Shareholders may apply for Open Offer Shares under the Open Offer | ||
Authorising Resolution | the resolution to be put to Shareholders at the General Meeting to approve the Equity Refinancing and the Open Offer | ||
CREST | the relevant system for the paperless settlement of trades and the holding of uncertified securities operated by Euroclear in accordance with the CREST Regulations | ||
CREST Regulations | the Uncertificated Securities Regulations 2001, as amended | ||
Equity Refinancing | together, the Placing, the Professional Fees Payment and the Solenta Investment | ||
Existing Ordinary Shares | the 620,652,894 Ordinary Shares in issue as at the date of this Announcement | ||
General Meeting | the general meeting of Shareholders which is to be held at the offices of Liberum at Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY at 10.00 a.m. on 7 December 2018, notice of which will be set out in the Circular | ||
Heads of Agreement | the heads of agreement between the Company and Solentadated 16 November 2018 in connection with the Solenta Investment | ||
Issue Price | one penny per New Share | ||
Liberum | Liberum Capital Limited | ||
Liberum Shares | the 156,250,000 new Ordinary Shares to be issued to Liberum in satisfaction of the Professional Fees Payment | ||
London Stock Exchange | London Stock Exchange plc | ||
New Shares | together, the Placing Shares, the Liberum Shares, the Open Offer Shares and the Solenta Investment Shares | ||
Open Offer | the invitation to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular and, in the case of Qualifying non-CREST Shareholders only, the Application Form | ||
Open Offer Entitlement | the entitlement for Shareholders to subscribe for Open Offer Shares allocated to Qualifying Shareholders on the Record Date pursuant to the Open Offer | ||
Open Offer Shares | the 411,440,871 new Ordinary Shares being made available to Qualifying Shareholders pursuant to the Open Offer | ||
Ordinary Shares | the ordinary shares of one penny each in the capital of the Company | ||
Overseas Shareholder | a Shareholder who is resident, or who is a citizen of, or who has a registered address in a jurisdiction outside the United Kingdom | ||
Placing | the conditional placing of the Placing Shares at the Issue Price by Liberum as described in the Circular | ||
Placing Agreement | the conditional agreement dated 16 November 2018 between the Company and Liberum relating to the Placing | ||
Placing Shares | the 898,437,499 new Ordinary Shares which Liberum has conditionally agreed to place with institutional and other investors pursuant to the Placing | ||
Professional Fees Payment | the issue of the Liberum Shares at the Issue Price to Liberum in payment of professional fees due to Liberum from the Company in respect of the Equity Refinancing and in accordance with the terms and conditions of the Placing Agreement |
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Qualifying non-CREST Shareholders | Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company at the close of business on the Record Date were held in certificated form | ||
Qualifying Shareholders | holders of Existing Ordinary Shares on the register of members of the Company at the Record Date, but excluding (i) any Overseas Shareholders who are resident in, or who are citizens of, or who have a registered address in a Restricted Jurisdiction, (ii) those Shareholders who have undertaken not to participate in the Open Offer and (iii) Solenta | ||
Record Date | 6.00 p.m. on 20 November 2018 | ||
Regulatory Information Service | has the meaning given under the AIM Rules for Companies | ||
Restricted Jurisdiction | each and any of the United States of America, Australia, Canada, Japan, New Zealand, Russia, and the Republic of South Africa and any other jurisdiction where extension or availability of the Open Offer would breach any applicable law or regulations | ||
Shareholder | a holder of Existing Ordinary Shares | ||
Solenta | Solenta Aviation Holdings Limited | ||
Solenta Investment | the investment of a total of US$26.5 million in the Company by Solenta in accordance with the terms and conditions of the Heads of Agreement and the Solenta Subscription Letter | ||
Solenta Investment Shares | the 2,070,312,500 new Ordinary Shares to be issued to Solenta pursuant to the Solenta Investment | ||
Solenta Subscription Letter | the conditional subscription letter dated 16 November 2018 pursuant to which Solenta will subscribe for the Solenta Investment Shares | ||
UK or the United Kingdom | the United Kingdom of Great Britain and Northern Ireland | ||
uncertificated or uncertificated form | recorded on the relevant register or other record of the Ordinary Shares or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST | ||
US$, USD or $ | the lawful currency of the United States | ||