TIDMEZJ
RNS Number : 0086R
easyJet PLC
25 June 2020
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
25 June 2020
easyJet plc
Results of Placing
easyJet plc ("easyJet", the "Group" or the "Company"), announces
the successful pricing of the non-pre-emptive placing (the "
Placing ") of new ordinary shares of 27 2/7 pence each in the
capital of the Company ("Ordinary Shares") announced yesterday.
A total of 59,541,498 new Ordinary Shares in the capital of the
Company (the "Placing Shares") have been placed by BNP Paribas
("BNP Paribas") and Credit Suisse Securities (Europe) Limited
("Credit Suisse") at a price of 703 pence per Placing Share (the
"Placing Price"). BNP Paribas and Credit Suisse are acting as Joint
Global Co-ordinators, Joint Bookrunners and Joint Corporate Brokers
(the "Banks").
The Placing Shares represent approximately 14.99% of the
Company's existing issued share capital and will raise gross
proceeds of approximately GBP419 million. The Placing Price of 703
pence represents a discount of 5 per cent to the closing share
price of 740 pence on 24 June 2020.
easyJet consulted with a number of its major shareholders prior
to the Placing and has respected the principles of pre-emption
through the allocation process. The Company is pleased by the
strong support it has received from existing shareholders and
others.
39,681,092 new Ordinary Shares will be issued under the
Company's existing share capital authority (representing
approximately 9.99% of the Company's existing ordinary share
capital) (the "Firm Share Issuance"). Applications have been made
(i) to the Financial Conduct Authority (the "FCA") for admission of
the Firm Share Issuance to the premium listing segment of the
Official List; and (ii) to London Stock Exchange plc for admission
of the Firm Share Issuance to trading on its main market for listed
securities (together, "Initial Admission"). It is expected that
Initial Admission will become effective on or before 8.00am on 29
June 2020.
19,860,406 new Ordinary Shares will be issued conditional on
shareholder approval (the "Conditional Share Issuance"). As
previously announced, the Company intends to convene a shareholder
meeting, expected to be held on or around 14 July 2020, to approve
the allotment of the Ordinary Shares pursuant to the Conditional
Share Issuance. Applications will be made (i) to the FCA for
admission of the Conditional Share Issuance to the premium listing
segment of the Official List; and (ii) to London Stock Exchange plc
for admission of the Conditional Share Issuance to trading on its
main market for listed securities (together, "Subsequent
Admission"). Subject to shareholder approval, it is expected that
Subsequent Admission will become effective on or before 8.00am on
15 July 2020.
Completion of the Firm Share Issuance is not conditional on
completion of the Conditional Share Issuance and therefore
completion of the Firm Share Issuance may occur where the
Conditional Share Issuance does not complete, whether by reason of
a failure to obtain shareholder approval for that Conditional Share
Issuance or otherwise.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with each other and with the
existing ordinary shares of 27 2/7 pence in the capital of easyJet,
including, without limitation, the right to receive all dividends
and other distributions declared, made or paid after the date of
issue.
Following Initial Admission, the total number of shares in issue
in easyJet will be 436,889,225. The Company does not hold any
shares in Treasury and, therefore, following Initial Admission, the
number of voting shares in issue in easyJet will be 436,889,225.
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.
Subject to completion of the Conditional Share Issuance, the
Company will make a further announcement regarding the total number
of shares in issue, following Subsequent Admission, in due
course.
CONTACTS
easyJet
Investor and analyst enquiries
Michael Barker, Head of Investor Relations
+44 (0) 7985 890 939; E-mail: michael.barker@easyjet.com
BNP Paribas (Joint Global Coordinator, Joint Bookrunner and
Joint Corporate Broker)
Andrew Forrester
Paul Frankfurt
Roger Barb
Josh Younger
Credit Suisse (Joint Global Coordinator, Joint Bookrunner and
Joint Corporate Broker)
John Hannaford
Nick Koemtzopoulos
Omri Lumbroso
James Green
Media enquiries
Anna Knowles Corporate Communications +44 (0)7985 873 313
Edward Simpkins Finsbury +44 (0)7947 740 551 / (0)207 251
3801
IMPORTANT NOTICES
No action has been taken by the Company, BNP Paribas, Credit
Suisse or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the securities
referred to herein or possession or distribution of this
Announcement or any other offering or publicity material relating
to the securities referred to herein in any jurisdiction where
action for that purpose is required.
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 BNP
Paribas, Credit Suisse or by any of their respective 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.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and my
only be communicated to (a) in the European Economic Area ("EEA"),
persons who are "qualified investors" within the meaning of Article
2(e) of Prospectus Regulation (Regulation (EU) 2017/1129)
("Qualified Investors"); and (b) in the United Kingdom, at
Qualified Persons who are also (i) persons having professional
experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); (ii) high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high
value trusts as described in Article 49(2) of the Order; or (iii)
persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this Announcement must
satisfy themselves that is lawful to do so. This Announcement is
for information purposes only and shall not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities
laws of such jurisdictions. Persons needing advice should consult
an independent financial adviser.
The distribution of this Announcement and the offering, placing
and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, BNP
Paribas, Credit Suisse or any of their respective affiliates that
would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by
Company, BNP Paribas and Credit Suisse to inform themselves about
and to observe any such restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, South Africa, Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the securities referred to herein is being made in any
such jurisdiction.
This communication is not a public offer of securities for sale
in the United States. The securities referred to herein have not
been and will not be registered under the US Securities Act 1933,
as amended (the "Securities Act") or under the securities laws of
any state or other jurisdiction of the United States, and may not
be offered or sold directly or indirectly in or into the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with the securities laws of any state or any
other jurisdiction of the United States. The securities referred to
herein may not be offered and sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (B) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the securities referred to herein have been subject to a product
approval process, which has determined that such securities
referred to herein are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the securities referred
to herein may decline and investors could lose all or part of their
investment; the securities referred to herein offer no guaranteed
income and no capital protection; and an investment in the
securities referred to herein is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, BNP Paribas and Credit Suisse will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase or take
any other action whatsoever with respect to the securities referred
to herein. Each distributor is responsible for undertaking its own
target market assessment in respect of the securities referred to
herein and determining appropriate distribution channels.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this Announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
economic and business cycles, the terms and conditions of the
Company's financing arrangements, foreign currency rate
fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the
Company's principal industries. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
In light of these risks, uncertainties and assumptions, the events
described in the forward-looking statements in this Announcement
may not occur. The forward-looking statements contained in this
Announcement speak only as of the date of this Announcement. The
Company, its Directors, BNP Paribas and Credit Suisse and any of
their respective affiliates, agents, directors, officers or
employees each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing
Rules, MAR, the DTRs, the rules of the London Stock Exchange or the
FCA.
Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended as a profit forecast or estimate for any
period and no statement in this Announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
BNP Paribas is supervised by the European Central Bank ("ECB")
and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR")
(and its London Branch is authorised by the ECB, the ACPR and the
Prudential Regulation Authority and subject to limited regulation
by the Financial Conduct Authority and the Prudential Regulation
Authority). Credit Suisse is authorised by the Prudential
Regulatory Authority and regulated in the United Kingdom by the
Prudential Regulation Authority and the Financial Conduct
Authority. Each of BNP Paribas and Credit Suisse and any of their
respective affiliates is acting exclusively for the Company and no
one else in connection with the Placing, the content of this
Announcement and other matters described in this Announcement. BNP
Paribas and Credit Suisse and their respective affiliates will not
regard any other person as their respective clients in relation to
the Placing, the content of this Announcement and other matters
described in this Announcement and will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to their respective clients or for
providing advice to any other person in relation to the Placing,
the content of this Announcement or any other matters referred to
in this Announcement.
In connection with the Placing, each of BNP Paribas and Credit
Suisse and any of their affiliates, acting as investors for their
own account, may take up a portion of the shares in the Placing as
a principal position and in that capacity may retain, purchase,
sell, offer to sell for their own accounts such shares and other
securities of the Company or related investments in connection with
the Placing or otherwise. Accordingly, references to Placing Shares
being offered, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or acquisition, placing or
dealing by, BNP Paribas and Credit Suisse and any of their
affiliates acting in such capacity. In addition, BNP Paribas and
Credit Suisse and any of their affiliates may enter into financing
arrangements (including swaps) with investors in connection with
which the BNP Paribas and Credit Suisse and any of their respective
affiliates may from time to time acquire, hold or dispose of
shares. BNP Paribas and Credit Suisse do 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.
In addition, in the event that BNP Paribas and Credit Suisse or
any of their respective affiliates acquire Placing Shares in the
Placing, they may co-ordinate disposals of such shares in
accordance with applicable law and regulation. Except as required
by applicable law or regulation, BNP Paribas and Credit Suisse or
any of their respective affiliates do not propose to make any
public disclosure in relation to such transactions. Neither the
content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's
website (or any other website) is incorporated into or forms part
of this Announcement. The Placing Shares to be issued or sold
pursuant to the Placing will not be admitted to trading on any
stock exchange other than the London Stock Exchange.
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
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIEADKLAFLEEAA
(END) Dow Jones Newswires
June 25, 2020 02:00 ET (06:00 GMT)
Easyjet (LSE:EZJ)
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