NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR
IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN
OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.
11 September 2024
Placing of 5 million existing ordinary shares in Jet2 plc
("Jet2" or the "Company")
Philip Meeson (the "Selling
Shareholder") has sold 5 million ordinary shares in Jet2 plc (the
"Placing Shares") to a limited number of institutional investors,
representing approximately 2.3% of the issued ordinary share
capital in the Company (the "Placing").
Philip's rationale for the
transaction has been driven by personal financial considerations
alone. Philip believes that Jet2, as a market leader in the Holiday
business and with its firm order for 146 Airbus A321 aircraft is
ideally positioned to fully take advantage of a market with huge
potential. He believes there is a great future for Jet2 and he
expects to continue as a very substantial shareholder in Jet2 going
forward.
Jefferies International Limited
("Jefferies") acted as Sole Global Coordinator and Sole Bookrunner
in connection with the Placing.
Settlement of the Placing is
expected to occur on 13th September 2024. Subject to
customary exceptions or obtaining prior consent from Jefferies, the
Selling Shareholder will be subject to a lock up period of 90
days.
The Company will not receive any
proceeds from the Placing.
ENQUIRIES
Jefferies International
Limited
+44 (0)207 029 8000
IMPORTANT
NOTICE
The publication or distribution or
release of this announcement and the Placing of the Placing Shares
as set out in this announcement in certain jurisdictions may be
restricted by law. This announcement is for information purposes
only and shall not constitute or form part of an offer to buy,
sell, issue, acquire or subscribe for, or the solicitation of an
offer to buy, sell, issue, acquire or subscribe for any securities,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. No action
has been taken 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 to
inform themselves about, and to observe, such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such
jurisdictions.
Members of the general public are
not eligible to take part in the Placing. This announcement
and any offer of securities to which it relates are only addressed
to and directed at (1) in the United Kingdom and in any member
state of the European Economic Area, persons who are qualified
investors in such member state within the meaning of the Prospectus
Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation") or the United Kingdom within the meaning of the
Prospectus Regulation as it forms part of retained EU law by virtue
of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") ("Qualified Investors"); and (2) in the United
Kingdom, Qualified Investors who (a) have professional experience
in matters relating to investments who fall within article 19(5) of
the Financial Services and Market Act 2000 (Financial Promotion)
Order 2005 (as amended) (the "Order") or (b) fall within article
49(2)(a) to (d) of the Order or (c) are persons to whom an offer of
the Placing Shares may otherwise lawfully be made ("relevant
persons"). The information regarding the Placing set out in
this announcement must not be acted on or relied on by persons in
the European Economic Area who are not Qualified Investors or by
persons in the United Kingdom who are not relevant persons. Any
investment or investment activity to which this announcement
relates is available in the European Economic Area only to
Qualified Investors and in the United Kingdom only to relevant
persons and will be engaged in only with such persons.
In particular, this announcement
does not constitute or form part of any offer to buy, sell, issue,
acquire or subscribe for, or the solicitation of an offer to buy,
sell, issue, acquire, or subscribe for any securities in the United
States, Australia, Canada, Japan, South Africa or any other
jurisdiction into which such offer or solicitation would be
unlawful.
The Placing Shares have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act"), and may not be offered,
sold or transferred, directly or indirectly, within the United
States, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and the securities laws of any state or other jurisdiction of the
United States.
No public offering of the securities
referred to herein is being made in the United Kingdom, the United
States, Australia, Canada, Japan, South Africa or any other
jurisdiction.
No offer and sale of Placing Shares
is or will be made in Canada, except to persons who are: (a) an
"accredited investor" within the meaning of Section 1.1 of National
Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the
Securities Act (Ontario) (the "OSA"), as applicable, and is either
purchasing the Placing Shares as principal for its own account, or
is deemed to be purchasing the Placing Shares as principal for its
own account in accordance with applicable Canadian securities laws,
for investment only and not with a view to resale or
redistribution; (b) such person was not created or used solely to
purchase or hold the Placing Shares as an accredited investor under
NI 45-106; (c) a "permitted client" within the meaning of National
Instrument 31-103 - Registration Requirements, Exemptions and
Ongoing Registrant Obligations ("NI 31-103") of the Canadian
Securities Administrators; and (d) entitled under applicable
Canadian securities laws to purchase the Placing Shares without the
benefit of a prospectus under such securities laws.
No prospectus or offering document
has been or will be prepared in connection with the Placing.
The publicly available information of the Company is not the
responsibility of, and has not been independently verified by, the
Selling Shareholder, Jefferies, or any of their respective
affiliates (as such term is defined under Rule 501(b) of Regulation
D of the Securities Act) (each, an "Affiliate"). The information
contained in this announcement is for background purposes only and
does not purport to be full or complete.
In connection with the Placing,
Jefferies or any of its Affiliates may take up a portion of the
Placing Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts such
Placing Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to the shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or subscription, acquisition,
placing or dealing by, Jefferies and any of their Affiliates acting
as investors for their own accounts. Jefferies does not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Jefferies is acting for the Selling
Shareholder in connection with the Placing and no-one else and will
not be responsible to anyone other than the Selling Shareholder for
providing for providing advice in relation to the Placing or any
other matter referred to in this announcement.
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
Jefferies 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.
This announcement does not purport
to identify or suggest the risks (direct or indirect) which may be
associated with an investment in the Company's securities. The
price of shares and the income from them may go down as well as up
and investors may not get back the full amount invested on disposal
of the shares. Past performance is no guide to future performance
and persons needing advice should consult an independent financial
advisor.