11 Mar 2014 11:50
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE UNITED STATES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, WHICH DOES NOT CONSTITUTE A PROSPECTUS OR DOCUMENT EQUIVALENT TO A PROSPECTUS, IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.
CAPITALISED TERMS USED IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE PROSPECTUS.
Flybe Group plc
('Flybe' or 'the Group')
Results of General Meeting
In connection with the Prospectus published by Flybe on 20 February 2014 in respect of the Firm Placing and Placing and Open Offer, the Board is pleased to announce that at the General Meeting of Flybe held at 11:00 a.m. today, the Resolutions set out within the Notice of General Meeting at pages 183 and 184 of the Prospectus were each duly passed on a show of hands.
Details of the proxies from Shareholders in respect of each Resolution are set out below:
Resolution | For | Against | Withheld | ||
Number | % | Number | % | Number | |
1 | 51,124,927 | 99.99 | 4,208 | 0.01 | 2,250 |
2 | 51,123,914 | 99.99 | 5,221 | 0.01 | 2,250 |
Notes:
1. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).
2. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
3. Any proxy appointments which gave discretion to the Chairman have been included in the "For" totals.
The voting figures will also be displayed shortly on the Group's website www.flybe.com/corporate/investors.
In accordance with paragraph 9.6.2 of the Listing Rules, two copies of the Resolutions will be submitted to the UK Listing Authority and will shortly be available for inspection at the FCA document viewing facility: http://www.morningstar.co.uk/uk/NSM.
The Firm Placing and Placing and Open Offer remains conditional, inter alia, upon:
(i) Admission becoming effective by not later than 8.00 a.m. on 12 March 2014 (or such later time and/or date as Liberum Capital and the Company may agree, not being later than 8.00 a.m. on 27 March 2014); and
(ii) the Underwriting and Sponsor Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.
Admission is expected to take place on 12 March 2014.
This announcement should be read in conjunction with the full text of the Prospectus, copies of which are available on the Company's website at www.flybe.com/corporate/investors. Capitalised terms in this announcement have the same meaning as in the Prospectus.
11 March 2014
IMPORTANT NOTICE
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Firm Placing and Placing and Open Offer.
This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Group in any jurisdiction.
The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada, Australia, Japan or South Africa or in any jurisdiction where to do so would breach any applicable law. The New Ordinary Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws. No public offer of the New Ordinary Shares is being made by virtue of this announcement into the United States, Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom in which such offer would be unlawful.
This announcement has been issued by and is the sole responsibility of Flybe Group plc.
Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Flybe Group plc and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Flybe Group plc for providing the protections afforded to clients of Liberum Capital Limited, or for providing advice in relation to the contents of this announcement or any matters referred to herein.
This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.