JET2 Jet2 Plc

TIDMJET2

RNS Number : 6104Z

Jet2 PLC

16 May 2023

16 May 2023

Jet2 plc

("Jet2", the "Group" or the "Company")

Update on UK ownership, Operating Rights and amendment to Permitted Maximum

Jet2 plc, the Leisure Travel Group, today announces that its board of directors (the "Board") has amended the current "Permitted Maximum", being the maximum percentage of the Company's issued share capital that may be owned by non-UK nationals, from 35% to 45%.

Jet2's rights to fly to its chosen destinations ("Operating Rights") have been granted by those destination countries in line with rules relating to airline ownership and control set out in relevant bilateral arrangements with the UK. The rules which are applicable to Jet2, therefore, are not just set by the UK and EU authorities, but also by the authorities in non-EU destinations to which Jet2 flies and, looking ahead, to which it may wish to fly in the future. Where these rules exist in a relevant bilateral (which is commonplace), they require that UK airlines flying to the destination country be majority owned and controlled by UK nationals.

Accordingly, the Company's Articles of Association (the "Articles") provide the Board with certain powers to take action to ensure that the number of shares in the Company held by non-UK nationals ("Non-UK Shares") does not reach a level which could jeopardise Jet2's current and future Operating Rights. In particular, the Board may set a Permitted Maximum, which was publicly communicated on 7 September 2017 as 35%.

The Board has been advised that, as at 28 April 2023, t he current number of Non-UK Shares as a percentage of the Company's issued share capital was approximately 37%, such that the previous Permitted Maximum had been exceeded.

In common with other industry participants, u nder its Articles, the Board has discretion to take steps to protect the Company's Operating Rights, given these are so material to its current and future operations. These steps include serving notice to holders of any Non-UK Shares ("Affected Share Notices") above the Permitted Maximum which require the sale of certain Non-UK Shares within 21 days. In deciding which Non-UK Shares are to be subject to Affected Share Notices, the Board would have regard primarily to the chronological order in which such shares have been acquired (the so-called 'last in first out' principle).

The Board has determined that it is not necessary to serve Affected Share Notices at this time but, having consulted with its advisers, and having regard to the thresholds set by other industry participants, it has decided that it is appropriate to increase the Permitted Maximum to 45%. The Permitted Maximum has been set at this level to ensure that there remains adequate headroom for the Board to take appropriate action to maintain compliance with applicable majority ownership requirements at all times in order to protect its current and future Operating Rights.

A further announcement will be made should the new Permitted Maximum be exceeded in future, and it is the Board's current expectation that, in such circumstances, it will serve Affected Share Notices on those Non-UK Shares which have caused the Permitted Maximum to be exceeded requiring their sale to UK nationals.

The number of Non-UK Shares as a percentage of the Company's issued share capital will be published from time to time at www.jet2plc.com/investor_relations , where Frequently Asked Questions on this subject may also be found.

For further information, please contact:

 
 Jet2 plc 
  Philip Meeson, Executive Chairman 
  Gary Brown, Group Chief Financial 
  Officer                              0113 239 7692 
 Cenkos Securities plc 
  Nominated Adviser 
  Katy Birkin / Camilla Hume           020 7397 8900 
 Canaccord Genuity 
  Joint Broker 
  Adam James                           020 7523 8000 
 
   Jefferies International Limited 
   Joint Broker 
   Ed Matthews / Becky Lane              020 7029 8000 
 Buchanan 
  Financial PR 
  Richard Oldworth                     020 7466 5000 
 

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May 16, 2023 12:00 ET (16:00 GMT)

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