Flybe Group PLC Completion of Sale of Flybe Ltd and Flybe.com Ltd (8442Q)
22 Febrero 2019 - 1:00AM
UK Regulatory
TIDMFLYB
RNS Number : 8442Q
Flybe Group PLC
22 February 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
Flybe Group plc
Completion of Sale of Flybe Limited and Flybe.com Limited to
Connect Airways Limited
Further to the announcement on 15 January 2019, Flybe Group plc
("Flybe" or the "Company") announces that the share purchase
agreement (the "SPA") between Flybe and Connect Airways Limited
("Connect Airways") regarding the sale of Flybe's two operating
subsidiaries, Flybe Limited (including Flybe Aviation Services
Limited) and Flybe.com Limited, has completed in accordance with
its terms on 21 February 2019.
Flybe's assets and operations are now owned by Connect Airways
and Flybe flights continue to operate as normal. Following the
completion of the sale under the SPA, Flybe Group plc is now a
non-trading entity with no subsidiaries and no material assets
other than the limited cash received under the SPA, which is
required to cover transaction, residual and rundown costs of the
Company. It is not anticipated that after meeting these costs there
would be any remaining funds available for distribution to
shareholders.
The separate recommended cash offer by Connect Airways announced
on 11 January 2019, under which it is proposed that Connect Airways
will acquire the entire issued and to be issued share capital of
the Company by means of a scheme of arrangement (the "Scheme"),
remains conditional on the approval of the Scheme by Flybe
shareholders at the court meeting and the passing of the special
resolution at the general meeting called in connection with the
Scheme, the satisfaction or waiver of the other conditions to the
Scheme and the approval of the Court. These meetings will take
place on 4 March 2019.
The Flybe directors strongly advise shareholders to vote in
favour of the Scheme at the shareholder meetings on 4 March 2019 in
order to receive the consideration under the Scheme of 1 pence per
share as otherwise shareholders are likely to receive no value for
their shares in the Company.
As outlined in the Scheme document dated 7 February 2019, if the
Scheme is approved, application will be made to the Financial
Conduct Authority for the cancellation of the standard listing of
the Flybe shares on the Official List and to the London Stock
Exchange for the cancellation of the admission to trading of Flybe
shares on London Stock Exchange's Main Market for listed
securities. It is expected that such de-listing and cancellation of
admission to trading would take effect at or shortly after the
Scheme effective date, expected to be 11 March 2019.
As previously announced, if the Scheme is not approved, the
Flybe directors intend to take steps to wind-up Flybe Group plc.
Flybe will therefore shortly apply to the Financial Conduct
Authority and the London Stock Exchange respectively requesting the
cancellation of listing of the Company's shares on the Official
List and the cancellation of admission to trading of the Company's
shares on London Stock Exchange's Main Market for listed
securities. In accordance with Listing Rule 5.2.8R, the
cancellation notice period of 20 business days has now commenced
and cancellation is expected to take effect at or shortly after
8.00 a.m. on 25 March 2019, unless the Scheme becomes effective
before such date, in which case the cancellation of listing of the
Company's shares will take effect at or shortly after the Scheme
effective date, expected to be 11 March 2019.
The cancellation of listing and of admission to trading of the
Company's shares is expected to significantly reduce the liquidity
and marketability of the Flybe shares if the Scheme does not become
effective.
Enquiries:
Flybe
Christine Ourmières-Widener,
Chief Executive Officer
+44 (0)13 9236 4520
Maitland/AMO (PR Adviser to Flybe)
Andy Donald
Finlay Donaldson +44 (0)20 7379 5151
MAR
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No.596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public
domain.
LEI Number: 5493005SC6523Y8KJF24
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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END
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