TIDMJET2
RNS Number : 8659O
Jet2 PLC
11 February 2021
This announcement replaces the 'Proposed Placing of Ordinary
Shares' announcement released at 16.37 on 11 February 2021 under
RNS 8605O.
All of the members of the Board intend to participate in the
Placing to an aggregate amount of 19,867 Placing Shares and not
236,417 Placing Shares, as previously stated.
All other details remain unchanged. The full amended
announcement appears below.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR
FORWARDING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
11 February 2021
Jet2 plc
("Jet2", the "Group" or the "Company")
Proposed Placing of Ordinary Shares
Jet2 plc, the Leisure Travel group, today announces its
intention to conduct a placing of new ordinary shares of 1.25 pence
each in the Company ("Ordinary Shares") (the "Placing Shares") to
institutional investors (the "Placing").
In conjunction with the Placing, a retail offer of new Ordinary
Shares (the "Retail Shares") at the Placing Price will be made by
the Company via PrimaryBid (the "Retail Offer", together with the
"Placing", the "Fundraise") to provide retail investors with an
opportunity to participate in the equity fundraise. A separate
announcement will be made shortly after this announcement regarding
the Retail Offer and its terms.
Together , the total number of Placing Shares and Retail Shares
(together, the "Fundraise Shares") will not exceed 20 per cent. of
the Company's existing ordinary share capital.
The Placing will be conducted through an accelerated bookbuild
(the "Bookbuild") which will be launched immediately following this
announcement. The price at which the Placing Shares are to be
placed (the "Placing Price") will be determined at the close of the
Bookbuild. The Placing is subject to the terms and conditions set
out in Appendix 1 to this announcement (which forms part of this
announcement, such announcement and its Appendices together being
this "Announcement"). The Retail Offer is not made subject to the
terms and conditions set out in Appendix 1 to this Announcement and
instead will be made on the terms outlined in the separate
announcement to be made shortly regarding the Retail Offer.
Canaccord Genuity Limited ( "Canaccord Genuity") and Jefferies
International Limited ("Jefferies") are acting as joint global
co-ordinators, joint bookrunners and joint brokers in connection
with the Placing (together, the "Joint Global Co-ordinators" and "
Joint Bookrunners"). Cenkos Securities plc is acting as nominated
adviser to the Company.
Update on current trading, outlook and financing
arrangements
As reported in its Interim Results to 30 September 2020, the
Group has taken multiple swift but considered defensive actions to
both increase liquidity and preserve cash in response to the
prolonged pandemic. This has ensured a better "Own Cash" position
at the H1 reporting date and at 31 January 2021, as compared to the
scenarios prepared by management for the May 2020 placing.
Since 30 September 2020, the amount of flying that Jet2.com has
undertaken has further reduced due to continually changing UK
Government travel guidance: Turkey was removed from the travel
corridor list on 3 October 2020; flights to the Canary Islands
recommenced on 30 October 2020 but flying from England was
curtailed by the UK Government on 5 November 2020; and from 18
January 2021 the UK Government suspended all air travel
corridors.
The UK Government is continuing to advise against all
non-essential travel, with a negative test result required to fly
into the UK and 5 day "test to release" or 10 day quarantine
required on return to the UK from foreign travel. Official guidance
therefore, remains changeable.
As a result, the Company continues its cautious approach to
Summer 2021, with seat capacity continually being refined as UK and
EU travel guidance evolves. Jet2.com flights are cancelled until 15
April 2021 and are subsequently scheduled to operate with a reduced
flying programme. However, both Jet2.com and Jet2holidays have
proven throughout the pandemic to date that they are able to
ramp-up operations both quickly and flexibly upon the lifting of
country-specific travel restrictions.
Cash and Liquidity Outlook
On 14 May 2020, the Company was confirmed as an eligible issuer
under the Bank of England's Covid Corporate Financing Facility
("CCFF") for up to GBP300 million. With the sale of Fowler Welch,
recommencement of flying in July 2020 and continued management
actions, the Company's subsequent financial planning assumed that
this facility, which is short term in nature and required to be
repaid within 12 months, would be drawn down in March 2021 only if
the impact of the pandemic was prolonged, in order to provide
liquidity for the Winter 2021/22 period.
Her Majesty's Treasury ("HMT") subsequently amended the
eligibility requirements, "consistent with current improved market
conditions", to include, amongst other criteria which the Company
believes it meets, an updated investment grade requirement to
incorporate the impact of the pandemic. As a result, the Company is
currently in a review process with HMT to ascertain whether it
remains eligible for the CCFF. Therefore, for prudency, the Group's
indicative cash flow scenarios set out below do not incorporate any
funding from the CCFF.
The Company's banking group remains supportive, having already
agreed to waive the semi-annual covenants for March 2021 and
September 2021, conditional upon a minimum gross equity raise of
GBP100 million and GBP250 million, respectively. The Company is
also in discussions to extend its debt facilities, inclusive of
longer term covenant resets appropriate for the new outlook.
The Group's current cash position as at 31 January 2021
comprised "Own Cash" of GBP479m and Total Cash (inclusive of
advance customer deposits) of GBP772m (unaudited).
Jet2 continues to take every step necessary to preserve cash and
enhance liquidity to deal with this most challenging of trading
environments and the Group has the ability to continue to take
additional liquidity actions if required.
Management has prudently prepared three indicative "no fly"
scenarios of increasing durations being: restarting flying on 22
May 2021; restarting flying on 16 July 2021; and restarting flying
on 1 September 2021. All three scenarios assume a ramp up of flying
operations at reduced seat capacity with average load factors that
are initially below historic levels. Further, the scenarios assume
a cautious outlook for Winter 2021/22 and a full, unhindered Summer
2022 flying programme for the Group's financial year ending 31
March 2023.
Excluding the net proceeds of the proposed Fundraise, any CCFF
proceeds, additional debt and/or mitigating actions, the Group's
indicative cash flow scenarios show the following:
Restart Flying Scenarios* Jet2 Own Cash** scenario period low
Calendar Year 2021 Calendar Year 2022
------------------------- ------------------------
22 May 2021 c.GBP185-195m in May c.GBP360-370m in April
2021 2022
------------------------- ------------------------
16 July 2021 c.GBP125-135m in June c.GBP155-165m in April
2021 2022
------------------------- ------------------------
1 September 2021 c.GBP(15)-(5)m in August c.GBP(70)-(60)m in April
2021 2022
------------------------- ------------------------
Notes:
* Management indicative cash flow scenarios, unaudited and
subject to change, for the month ends during the period ending 30
June 2022
**Calculated as total Group gross cash less advance customer
deposits
The net proceeds of the proposed Fundraise will supplement the
indicative figures detailed above.
Outlook
Whilst the continued positive news about vaccines is welcome,
the Group retains its cautious approach to Summer 2021 with seat
capacity being refined as travel guidance evolves. Encouragingly,
bookings for Summer 2022 are already very positive when compared
against Summer 2019, with strong margins and an increased mix of
higher margin package holidays bookings.
The Directors continue to believe that Jet2 is well positioned
to maximise the upturn opportunity when the leisure travel market
re-opens fully, as the Group:
- has a proven operating model and successful long-term financial record;
- has well-recognised national brands, Jet2.com and
Jet2holidays, with a loyal leisure travel customer following;
- is in a strong position ten months into an unprecedented and prolonged period of disruption;
- has demonstrated its ability to respond quickly - Jet2 adapted
to the challenges presented by taking considered, but decisive,
actions to bolster its liquidity, minimise losses and reduce cash
burn;
- has displayed responsible financial management - a flexible
but disciplined approach to flying capacity has helped to deliver a
better than expected "Own Cash" position as compared to the
scenarios management prepared for the May 2020 placing; and
- had strong momentum both operationally and financially prior to COVID-19.
Additionally, the Directors believe that Jet2 has the right
strategy to grow both its package holiday and flight-only products
and for Jet2 to emerge from this crisis an even stronger
company.
Reasons for the Fundraise
Based on the indicative scenario planning undertaken by
management detailed above, the Board believes that the proceeds
from the proposed Fundraise will provide sufficient liquidity on an
extended and likely unpredictable shutdown basis to deal with this
continually challenging trading environment.
The Directors believe that the proposed Fundraise will:
- enable management to continue to adopt a decisive but prudent,
responsible financial management approach;
- ensure that management can continue to take longer term
strategic decisions to support sustainable, long term profit
growth; and
- further improve the ability for Jet2.com and Jet2holidays to
exit the pandemic in a stable commercial position to capitalise on
the upturn opportunity when it arrives for the benefit of all
stakeholders, including shareholders.
Jet2 intends to issue the Placing Shares by way of a
non-pre-emptive cashbox placing. This structure, which was used in
the May 2020 placing, has been chosen as it minimises cost, time to
completion and use of management time at an important and
unprecedented time for the Company. The Board has consulted with
the Company's major shareholders, ahead of the release of this
Announcement, who have endorsed this strategy.
In conjunction with the Placing, the Retail Offer will be made
by the Company via PrimaryBid to provide retail investors with an
opportunity to participate in the proposed Fundraise. A separate
announcement will be made regarding the Retail Offer and its
terms.
Details of the Placing
Canaccord Genuity and Jefferies are acting as Joint Global
Co-ordinators, Joint Bookrunners and Joint Brokers in connection
with the Placing. The Placing is subject to the terms and
conditions set out in Appendix 1 to this Announcement. The Joint
Global Co-ordinators will today commence the Bookbuild in respect
of the Placing. The number of Placing Shares and the Placing Price
will be determined at the close of the Bookbuild and will be
announced as soon as practicable after the close of the
Bookbuild.
The Bookrunners will commence the Bookbuild immediately
following the release of this Announcement. The timing of the
closing of the Bookbuild, pricing and allocations are at the
absolute discretion of the Joint Global Co-ordinators and the
Company.
All of the members of the Board intend to participate in the
Placing to an aggregate amount of 19,867 Placing Shares.
The Placing Shares, when issued, will be credited as fully paid
and will rank pari passu in all respects with each other, with the
Retail Shares and with the Existing Ordinary Shares, including,
without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application has been made to the London Stock Exchange for the
Placing Shares and the Retail Shares to be admitted to trading on
AIM ("Admission").
Settlement for the Placing Shares and the Retail Shares and
Admission are expected to take place on or around 8.00 a.m. (London
time) on 17 February 2021 (or such later date as may be agreed
between the Joint Global Coordinators and the Company). The Placing
and the Retail Offer are conditional upon, inter alia, Admission
becoming effective and the placing agreement between the Company
and the Joint Global Co-ordinators (the "Placing Agreement") not
being terminated in accordance with its terms. Appendix 1 to this
Announcement sets out further information relating to the Bookbuild
and the terms and conditions of the Placing.
For further information, please contact:
Jet2 plc Tel: 0113 239 7692
Philip Meeson, Executive Chairman
Gary Brown, Group Chief Financial
Officer
Canaccord Genuity (Joint Global Co-ordinator, Tel: 020 7523 8000
Joint Bookrunner and Joint Broker)
Adam James / Sam Lucas
Alex Aylen / Bobbie Hilliam
Jefferies (Joint Global Co-ordinator, Tel: 020 7029 8000
Joint Bookrunner and Joint Broker)
Ed Matthews/ Oliver Berwin / Aditi
Venkatram
Cenkos Securities plc - Nominated Tel: 020 7397 8900
Adviser
Katy Birkin / Russell Cook
Buchanan - Financial PR Tel: 020 7466 5000
Richard Oldworth
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
This Announcement and the information contained in it is not for
publication, release, transmission, distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, Japan or South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful. This Announcement is for information purposes only and
does not constitute an offer to sell or issue, or the solicitation
of an offer to buy, acquire or subscribe for shares in the capital
of the Company in the United States, Australia, Canada, Japan or
South Africa or any other state or jurisdiction. This Announcement
has not been approved by the London Stock Exchange. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The Fundraise Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States
absent registration under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Fundraise Shares have not
been approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any state securities commission in the
United States or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the Fundraise Shares. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan, South Africa
or to, or for the account or benefit of, any national, resident or
citizen of the United States, Australia, Canada, Japan, the
Republic of South Africa.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Fundraise Shares and the Fundraise Shares have
not been; and the Fundraise Shares have not been, and nor will they
be, registered under or offered in compliance with the securities
laws of any state, province or territory of Canada, Australia,
Japan or South Africa. Accordingly, the Fundraise Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Canada, Australia, Japan or South Africa or
any other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or South Africa or to any investor located or
resident in Canada.
No public offering of the Fundraise Shares is being made in the
United States, United Kingdom (except as disclosed in this
Announcement under "Details of the Placing") or elsewhere. All
offers of the Fundraise Shares will be made pursuant to an
exemption under the UK version of Regulation (EU) no 2017/1129 of
the European Parliament and of the Council of 14 June 2017, which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended from time to time, and includes any relevant
implementing measure in any member state (the "Prospectus
Regulation") from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000, as amended ("FSMA") does not
apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in member states of the European
Economic Area ("EEA") who are qualified investors as defined in
section 86(7) of FSMA, as amended ("Qualified Investors"), being
persons falling within the meaning of article 2(e) of Prospectus
Regulation (EU) 2017/1129 and to the extent implemented in the
relevant member state (the "EU Prospectus Regulation"); and (b) in
the United Kingdom, Qualified Investors who are persons who (i)
have professional experience in matters relating to investments
falling within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii)
are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; or
(iii) are persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as
"relevant persons"). This Announcement and the terms and conditions
set out herein must not be acted on or relied on by persons who are
not relevant persons. Persons distributing this Announcement must
satisfy themselves that it is
lawful to do so. Any investment or investment activity to which
this Announcement and the terms and conditions set out herein
relates is available only to relevant persons and will be engaged
in only with relevant persons.
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
Canaccord Genuity or Jefferies or by any of their 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.
Each of Canaccord Genuity and Jefferies, which are authorised
and regulated by the Financial Conduct Authority ("FCA") in the
United Kingdom, are acting exclusively for the Company and no one
else in connection with the Placing and will not regard any other
person (whether or not a recipient of this Announcement) other than
the Company as their respective clients in relation to the Placing
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 in relation to the
Placing or any other matters referred to in this Announcement.
Neither Canaccord Genuity nor Jefferies is acting for the Company
with respect to the Retail Offer.
The distribution of this Announcement and/or the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, Canaccord Genuity or
Jefferies or any of their respective affiliates that would, or
which is intended to, permit an offering of the Placing Shares in
any jurisdiction or result in the possession or distribution of
this Announcement or any other offering or publicity material
relating to Placing Shares in any jurisdiction where action for
that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company, Canaccord Genuity and Jefferies to inform themselves
about, and to observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect", "target", "anticipate", "could", "predict",
"continue", "positioned", "risk" (or the negative thereof) and
words of similar meaning, reflect the Directors' current beliefs
and expectations and involve known and unknown risks, uncertainties
and assumptions, many of which are outside the Company's control
and difficult to predict, that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement. Any forward-looking statements made in this Announcement
by or on behalf of the Company speak only as of the date they are
made. These forward-looking statements reflect the Company's
judgment at the date of this Announcement and are not intended to
give any assurance as to future results and cautions that its
actual results of operations and financial condition, and the
development of the industry in which it operates, may differ
materially from those made in or suggested by the forward-looking
statements contained in this Announcement and/or information
incorporated by reference into this Announcement. Except as
required by the FCA, the London Stock Exchange, the AIM Rules or
applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates, supplements or
revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations
with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based, except where
required to do so under applicable law.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Canaccord Genuity or Jefferies.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
Each of the Joint Global Co-ordinators and their respective
affiliates may have engaged in transactions with, and provided
various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint Global
Co-ordinators and their respective affiliates may provide such
services to the Company and/or its affiliates in the future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any 'manufacturer' (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that such Placing Shares are: (i)
compatible with an end target market of: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018; (b)
eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (c) retail clients who do not
meet the definition of professional client under (a) or eligible
counterparty per (b); and (ii) eligible for distribution through
all distribution channels as are permitted by Directive 2014/65/EU
(the "UK target market assessment"). Notwithstanding the UK target
market assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of
their investment; the Placing Shares offer no guaranteed income and
no capital protection; and an investment in the Placing Shares 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 UK 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 UK target market assessment, the Banks
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the UK target market assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of COBS 9A and COBS 10A, respectively; 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
Placing Shares.
Each distributor is responsible for undertaking its own UK
target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
EU Product Governance Requirements
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 Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares 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 Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
Shares 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, the Banks 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE FUNDRAISE SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE FUNDRAISE SHARES.
APPIX 1
TERMS AND CONDITIONS OF THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION
PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED
INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(E) OF THE Prospectus Regulation (EU) 2017/1129
and to the extent implemented in the relevant member state (the "EU
Prospectus Regulation"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS
WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING
SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN
UP, EXERCISED, RESOLD, RENOUNCED, DELIVERED OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE SHARES
REFERRED TO IN THIS ANNOUNCEMENT HAS BEEN OR WILL BE MADE IN THE
UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have
the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself
constitute or form part of an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities
referred to herein in any jurisdiction including, without
limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or
solicitation is unlawful. No public offering of securities will be
made in connection with the Placing in the United Kingdom, the
United States, any other Restricted Territory or elsewhere. This
Announcement, and the information contained herein, is not for
release, publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, the Republic of
South Africa, Jersey or Japan (each a "Restricted Territory") or in
any jurisdiction in which such publication or distribution is
unlawful. The distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or by Canaccord Genuity Limited ("Canaccord Genuity")
or Jefferies International Limited ("Jefferies", together with
Canaccord Genuity, the "Joint Global Co-ordinators" and each a
"Joint Global Co-ordinator") or any of their respective affiliates
or agents which 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
distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal
obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company and the Joint Global Co-ordinators to inform themselves
about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
State securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
Subject to certain exceptions, the securities referred to in
this Announcement may not be offered or sold in any Restricted
Territory or to, or for the account or benefit of, a citizen or
resident, or a corporation, partnership or other entity created or
organised in or under the laws of a Restricted Territory.
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 the
Joint Global Co-ordinators or 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 party or its advisers,
and any liability therefore is expressly disclaimed.
The Joint Global Co-ordinators are acting exclusively for the
Company and no-one else in connection with the Placing and are not,
and will not be, responsible to anyone (including the Placees)
other than the Company for providing the protections afforded to
their clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
In respect of Jefferies, regulated services relating to EU27
countries and EU27 investors shall be undertaken by such of
Jefferies' affiliates as Jefferies acting in good faith thinks fit
and references to Jefferies shall be read as references to such
affiliate(s).
None of the Company, the Joint Global Co-ordinators or their
respective affiliates or agents makes any representation or
warranty, express or implied to any Placees regarding any
investment in the securities referred to in this Announcement under
the laws applicable to such Placees. Each Placee should consult its
own advisers as to the legal, tax, business, financial and related
aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals,
funds or otherwise) by whom or on whose behalf a commitment to
acquire Placing Shares has been given will (i) be deemed to have
read and understood this Announcement, in its entirety; and (ii) be
making such offer on the terms and conditions contained in this
Appendix, including being deemed to be providing (and shall only be
permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and
undertakings set out herein.
In particular each such Placee represents, warrants, undertakes
and acknowledges that:
a) it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
b) except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it and
any account with respect to which it exercises sole investment
discretion, is either (i) outside the United States subscribing for
the Placing Shares in an offshore transaction as defined in and in
accordance with Regulation S under the Securities Act or (ii) a
"qualified institutional buyer" as defined in rule 144A under the
Securities Act ("Rule 144A") and has executed and delivered or will
execute and deliver an Investor Representation Letter in the form
provided to it by either of the Joint Global Co-ordinators or their
respective affiliates; and
c) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation, that it understands the
resale and transfer restrictions set out in this Appendix and that
any Placing Shares acquired by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
to Qualified Investors or in the United Kingdom to Relevant
Persons, or in circumstances in which the prior consent of the
Joint Global Co-ordinators has been given to each such proposed
offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix
2.
Bookbuild
Following this Announcement, the Joint Global Co-ordinators will
commence a bookbuilding process in respect of the Placing (the
"Bookbuild") to determine demand for participation in the Placing
by Placees. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in
the Placing. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the
Placing.
Details of the Placing Agreement and of the Placing Shares
The Joint Global Co-ordinators are acting as joint global
co-ordinators and joint bookrunners in connection with the Placing.
The Joint Global Co-ordinators have entered an agreement with the
Company (the "Placing Agreement") under which, subject to the
conditions set out therein, the Joint Global Co-ordinators will
agree to use their respective reasonable endeavours to procure
Placees for the Placing Shares at a price determined following
completion of the Bookbuild and as set out in the Placing
Agreement. The Placing is not being underwritten by the Joint
Global Co-ordinators or any other person.
The Placing Price and the final number of Placing Shares will be
decided at the close of the Bookbuild following the execution of
the placing terms by the Company and the Joint Global Co-ordinators
(the "Term Sheet"). The timing of the closing of the book, pricing
and allocations are at the discretion of the Company and the Joint
Global Co-ordinators. Details of the Placing Price and the number
of Placing Shares will be announced as soon as practicable after
the close of the Bookbuild.
The Placing Shares have been or will be duly authorised and
will, when issued, be credited as fully paid and will rank pari
passu in all respects with each other, with the Retail Shares and
with the Existing Ordinary Shares, including the right to receive
all dividends and other distributions declared, made or paid in
respect of the Ordinary Shares after the date of issue. The Placing
Shares will be issued free of any encumbrances, liens or other
security interests.
The Placing will be effected by way of a placing of new Ordinary
Shares in the Company for non-cash consideration. Canaccord Genuity
will subscribe for ordinary shares and redeemable preference shares
in Project AWB (Jersey) Limited, a wholly owned subsidiary of the
Company, for an aggregate amount approximately equal to the net
proceeds of the Placing. The Company will allot and issue the
Placing Shares on a non-pre-emptive basis to Placees in
consideration for the transfer of the ordinary shares and
redeemable preference shares in Project AWB (Jersey) Limited, that
will be issued to Canaccord Genuity.
Application for admission to trading
Application has been made to the London Stock Exchange for the
Fundraise Shares to be admitted to trading on AIM. Admission of the
Fundraise Shares is expected to become effective at 8.00 a.m.
(London time) on or around 17 February 2021 (or such later date as
may be agreed between the Company and the Joint Global
Co-ordinators) ("Admission") and dealings in such shares are
expected to commence at that time. In any event, the latest date
for Admission is 8.00 a.m. (London time) on 17 March 2021 (the
"Long Stop Date").
Participation in, and principal terms of, the Placing
1. The Joint Global Co-ordinators are arranging the Placing
severally, and not jointly, nor jointly and severally, as agents of
and brokers to the Company. Participation will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Global Co-ordinators. The Joint Global Co-ordinators and
their respective affiliates are entitled to enter bids as principal
in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing
Price payable to the Joint Global Co-ordinators by all Placees
whose bids are successful. The Placing Price and the aggregate
proceeds to be raised through the Placing will be agreed between
the Joint Global Co-ordinators and the Company following completion
of the Bookbuild. The Placing Price will be announced on a
Regulatory Information Service following the completion of the
Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid
by telephone or in writing to their usual sales contact at the
relevant Joint Global Co-ordinator. Each bid should state the
number of Placing Shares which the prospective Placee wishes to
acquire either at the Placing Price which is ultimately established
by the Company and the Joint Global Co-ordinators or at prices up
to a price limit specified in its bid. Bids may be scaled down by
the Joint Global Co-ordinators on the basis referred to in
paragraph 7 below.
4. The timing of the closing of the Bookbuild, pricing and
allocations are at the discretion of the Joint Global Co-ordinators
and the Company. The Joint Global Co-ordinators may, in agreement
with the Company, accept bids that are received after the Bookbuild
has closed. The allocation of Placing Shares to Placees who are not
UK Nationals shall take into account, among other things, the
determination by the Board pursuant to the Company's articles of
association that the maximum aggregate percentage of the issued
share capital of the Company that can be owned by non-UK Nationals
in order to protect Jet2.com's operating and flying rights as a UK
airline is currently 35 per cent.
5. Each Placee's allocation will be confirmed to Placees orally
or in writing (which can include email) by the relevant Joint
Global Co-ordinator following the close of the Bookbuild, and a
trade confirmation or contract note will be dispatched as soon as
possible thereafter. Subject to paragraph 8 below, the relevant
Joint Global Co-ordinator's oral or written confirmation to such
Placee will constitute an irrevocable legally binding commitment
upon such person (who will at that point become a Placee) in favour
of such Joint Global Co-ordinator and the Company, under which such
Placee agrees to acquire the number of Placing Shares allocated to
it and to pay the relevant Placing Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with the relevant Joint
Global Co-ordinator's consent, such commitment will not be capable
of variation or revocation.
6. Each Placee's allocation will, unless otherwise agreed
between the Placee and the relevant Joint Global Co-ordinator, be
evidenced by a trade confirmation or contract note issued to each
such Placee by the relevant Joint Global Co-ordinator. The terms
and conditions of this Announcement will be deemed to be
incorporated in that trade confirmation, contract note or such
other confirmation and will be legally binding on the Placee on
behalf of which it is made and except with the relevant Joint
Global Co-ordinator's consent will not be capable of variation or
revocation from the time at which it is issued.
7. Subject to paragraphs 2 and 3 above, the Joint Global
Co-ordinators will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of
the Placing Shares and may scale down any bids for this purpose on
such basis as they may determine. The Joint Global Co-ordinators
may also, notwithstanding paragraphs 2 and 3 above and subject to
the prior consent of the Company, (i) allocate Placing Shares after
the time of any initial allocation to any person submitting a bid
after that time and (ii) allocate Placing Shares after the
Bookbuild has closed to any person submitting a bid after that
time. The acceptance of offers shall be at the absolute discretion
of the Joint Global Co-ordinators.
8. The allocation of Placing Shares to Placees located in the
United States shall be conditional on the execution by each Placee
of an Investor Representation Letter in the form provided to it by
the relevant Joint Global Co-ordinator or its affiliates.
9. A bid in the Bookbuild will be made on the terms and subject
to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and except with the
relevant Joint Global Co-ordinator's consent will not be capable of
variation or revocation after the time at which it is submitted.
Each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Joint Global Co-ordinator,
to pay it (or as it may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
that such Placee has agreed to acquire. Such Placees' obligations
will be owed to the relevant Joint Global Co-ordinator.
10. Except as required by law or regulation, no press release or
other announcement will be made by any of the Joint Global
Co-ordinators or the Company using the name of any Placee (or its
agent), in its capacity as Placee (or agent), other than with such
Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be
subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Termination of the Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that
its rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by the relevant Joint Global Co-ordinator.
14. To the fullest extent permissible by law, none of the Joint
Global Co-ordinators, the Company or any of their respective
affiliates shall have any responsibility or liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise). In particular, none of the Joint Global Co-ordinators,
the Company, or any of their respective affiliates shall have any
responsibility or liability (including to the extent permissible by
law, any fiduciary duties) in respect of the Joint Global
Co-ordinators' conduct of the Bookbuild or of such alternative
method of effecting the Placing as the Joint Global Co-ordinators,
their respective affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The Joint Global Co-ordinators' obligations under the
Placing Agreement are conditional on certain conditions,
including:
a) the Company having complied with its obligations which fall
to be performed on or prior to Admission under the Placing
Agreement, the Option Agreement and the Subscription and Transfer
Agreement and are material in the opinion of the Joint Global
Co-ordinators in the context of the Placing or Admission;
b) none of the warranties on the part of the Company in the
Placing Agreement being untrue or inaccurate which the Joint Global
Co-ordinators consider (acting in good faith) to be material in the
context of the Placing and/or Admission or misleading when made and
none of the warranties ceasing to be true and accurate which the
Joint Global Co-ordinators consider (acting in good faith) to be
material in the context of the Placing and/or Admission or becoming
misleading at any time prior to Admission;
c) the publication by the Company of the results of the Placing
through a Regulatory Information Service (the "Pricing
Announcement");
d) the Term Sheet having been executed by the Company and the Joint Global Co-ordinators;
e) there having been no development or event resulting in a
Material Adverse Effect which could, in the good faith opinion of
the Joint Global Co-ordinators, materially and adversely affect the
Placing or dealings in the Ordinary Shares following Admission;
f) the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement;
g) the obligations of the Joint Global Co-ordinators under the
Placing Agreement not having been terminated and the Option
Agreement and the Subscription and Transfer Agreement remaining
fully in force and effect; and
h) Admission of the Placing Shares occurring by 8:00 a.m.
(London time) on 17 February 2021 (or such later time and/or date
as the Company and the Joint Global Co-ordinators may agree, being
not later than 8.00 a.m. (London time) on 17 March 2021).
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled or
(where applicable) waived by the Joint Global Co-ordinators by the
relevant time or date specified (or such later time or date as the
Company and the Joint Global Co-ordinators may agree, being not
later than 8.00 a.m. (London time) on 17 March 2021)); or (ii) the
Placing Agreement is terminated in the circumstances specified
below under "Termination of the Placing Agreement", the Placing
will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by it in
respect thereof.
The Joint Global Co-ordinators may, at their discretion waive
compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing
Agreement save that the above conditions relating, inter alia, to
Admission taking place and execution of the Term Sheet may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement.
Neither of the Joint Global Co-ordinators shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision it may
make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision it may make as to the satisfaction of any condition or
in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Joint Global Co-ordinators.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under "Termination of the Placing
Agreement" below, and will not be capable of rescission or
termination by the Placee.
Termination of the Placing Agreement
Each of the Joint Global Co-ordinators is entitled, at any time
before Admission, to terminate its obligations under the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter alia, if: (i) any of the conditions in the Placing
Agreement (as summarised above under "Conditions of the Placing")
is not satisfied or (where applicable) waived, or becomes incapable
of being satisfied in each case by the required time; (ii) there
has been a breach by the Company of any of the warranties in the
Placing Agreement or the Company fails to comply with any of its
obligations contained in the Placing Agreement, the Subscription
and Transfer Agreement and/or the Option Agreement that the Joint
Global Co-ordinators consider (acting in good faith) to be material
in the context of the Placing and/or Admission; (iii) there has
been a development or event resulting in a Material Adverse Effect
which could in the good faith opinion of the Joint Global
Co-ordinators, materially and adversely affect the Placing or
dealings in the Ordinary Shares following Admission; (iv) there has
been any new governmental measure in response to the COVID-19 virus
since the date of the Placing Agreement which, in the opinion of
the Joint Global Co-ordinators, is likely to seriously and
adversely affect the business of the Group and makes it inadvisable
to continue with the Placing; or (v) there has been a material
adverse change in international financial markets, a suspension or
material limitation in trading on any stock exchange or a material
disruption in commercial banking or securities settlement or
clearance which, in the opinion of the Joint Global Co-ordinators,
would be likely to materially prejudice the success of the Placing
or dealings in the Ordinary Shares following Admission.
By participating in the Placing, Placees agree that the exercise
by either of the Joint Global Co-ordinators of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Company or the Joint
Global Co-ordinators or for agreement between the Company and the
Joint Global Co-ordinators (as the case may be) and that neither
the Company nor the Joint Global Co-ordinators need make any
reference to, or consultation with, Placees and that neither the
Company nor the Joint Global Co-ordinators nor any of their
respective affiliates, agents, directors, officers or employees
shall have any liability to Placees whatsoever in connection with
any such exercise.
No Admission Document or Prospectus
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the FCA (or any
other authority) in relation to the Placing, and Placees'
commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, and any Exchange Information (as defined below)
previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement and subject to the
further terms set forth in the trade confirmation or contract note
to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement and the publicly available
information released by or on behalf of the Company is exclusively
the responsibility of the Company and confirms to the Joint Global
Co-ordinators and the Company that it has neither received nor
relied on any other information, representation, warranty, or
statement made by or on behalf of the Company (other than publicly
available information) or the Joint Global Co-ordinators or their
respective Affiliates or any other person and none of the Joint
Global Co-ordinators, the Company, or any of their respective
Affiliates or any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given
or made by or on behalf of any such persons). By participating in
the Placing, each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other
position of the Company in accepting a participation in the
Placing. Neither the Company nor the Joint Global Co-ordinators are
making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee
under any legal, investment or similar laws or regulations. Each
Placee should not consider any information in this Announcement to
be legal, tax or business advice. Each Placee should consult its
own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the
Placing Shares. Neither the Company nor the Joint Global
Co-ordinators are making any undertaking or warranty to any Placee
regarding the legality of an investment in the Placing Shares by
such Placee under any legal, investment or similar laws or
regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Lock-up
The Company has undertaken to the Joint Global Co-ordinators
that:
a) between the date of the Placing Agreement and 60 calendar
days after Admission, it will not, without the prior written
consent of the Joint Global Co-ordinators (such consent not to be
unreasonably withheld or delayed), subject to any legal or
regulatory requirements, (i) enter into any agreement outside the
ordinary course of its business which is likely to materially and
adversely affect the Placing; or (ii) take any steps which are
materially inconsistent with this Announcement and/or the Pricing
Announcement; and
b) between the date of the Placing Agreement and 90 calendar
days after Admission, it will not, without the prior written
consent of the Joint Global Co-ordinators (such consent not to be
unreasonably withheld or delayed) enter into certain transactions
involving or relating to the Ordinary Shares, subject to certain
carve-outs agreed between the Joint Global Co-ordinators and the
Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Global Co-ordinators of any power to grant consent to
waive the undertaking by the Company of a transaction which would
otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of the Joint Global
Co-ordinators and that the Joint Global Co-ordinators need not make
any reference to, or consultation with, Placees and that the Joint
Global Co-ordinators shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00B1722W11) following Admission will take place within the
relevant system administered by Euroclear ("CREST"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Joint Global Co-ordinators and
the Company reserve the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees
by such other means that they deem necessary if delivery or
settlement is not practicable in CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation or
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price, the aggregate amount owed by such
Placee to the Joint Global Co-ordinators and settlement
instructions. It is expected that such trade confirmation or
contract note will be despatched on or around 12 February 2021 and
that this will also be the trade date.
It is expected that settlement of the Placing Shares will be on
17 February 2021 unless otherwise notified by the Joint Global
Co-ordinators and Admission is expected to occur by 17 February
2021 or such later time as may be agreed between the Company and
the Joint Global Co-ordinators, not being later than the Long Stop
Date.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions
that it has in place with the relevant Joint Global
Co-ordinator.
The Company will deliver the Placing Shares to a CREST account
operated by Canaccord Genuity as agent for the Company and
Canaccord Genuity will hold any Placing Shares delivered to this
account as nominee for the Placees. Certain of the Placing Shares
delivered by the Company to Canaccord Genuity will be settled
delivery versus payment with Jefferies to provide Jefferies with
the Placing Shares needed to settle with Placees procured by
Jefferies. Jefferies will hold any such Placing Shares delivered to
them as nominee for their Placees. Each Bank will enter its
delivery (DEL) instruction into the CREST system. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee
against payment.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Joint Global Co-ordinators.
Each Placee agrees that, if it does not comply with these
obligations, the Joint Global Co-ordinators may sell any or all of
the Placing Shares allocated to that Placee on such Placee's behalf
and retain from the proceeds, for the relevant Joint Global
Co-ordinator's account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable and
shall indemnify the Joint Global Co-ordinators on demand for any
shortfall below the aggregate amount owed by it and shall be
required to bear any stamp duty, stamp duty reserve tax or other
stamp, securities, transfer, registration, execution, documentary
or other similar impost, duty or tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on the Joint Global Co-ordinators such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which the Joint Global
Co-ordinators lawfully take in pursuance of such sale. Legal and/or
beneficial title in and to any Placing Shares shall not pass to the
relevant Placee until it has fully complied with its obligations
hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject to
as provided below, be so registered free from any liability to UK
stamp duty or UK stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery
of the Placing Shares (or for the avoidance of doubt if any stamp
duty or stamp duty reserve tax is payable in connection with any
subsequent transfer of or agreement to transfer Placing Shares),
neither the Joint Global Co-ordinators nor the Company shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges, confirms,
undertakes, represents, warrants and agrees (as the case may be)
with the Joint Global Co-ordinators (in their capacity as joint
bookrunners and as placing agents of the Company in respect of the
Placing) and the Company, in each case as a fundamental term of its
application for Placing Shares, the following:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its subscription for and
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely
on, any information given or any representations, warranties or
statements made at any time by any person in connection with
Admission, the Bookbuild, the Placing, the Company, the Placing
Shares or otherwise;
2. that no offering document or prospectus or admission document
has been or will be prepared in connection with the Placing or is
required under the Prospectus Regulation and it has not received
and will not receive a prospectus, admission document or other
offering document in connection with the Bookbuild, the Placing or
the Placing Shares;
3. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
4. that the exercise by the Joint Global Co-ordinators of any of
their respective rights or discretions under the Placing Agreement
shall be within the absolute discretion of the Joint Global
Co-ordinators and the Joint Global Co-ordinators need not have any
reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against the
Joint Global Co-ordinators or the Company, or any of their
respective officers, directors or employees, under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;
5. that the Ordinary Shares are admitted to trading on AIM and
that the Company is therefore required to publish certain business
and financial information in accordance with the AIM Rules
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account,
and that it has reviewed such Exchange Information and that it is
able to obtain or access such Exchange Information or comparable
information concerning any other publicly traded company without
undue difficulty;
6. that none of the Joint Global Co-ordinators, the Company or
any of their respective Affiliates nor any person acting on behalf
of any of them has provided, and none of them will provide, it with
any material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other
than this Announcement, nor has it requested the Joint Global
Co-ordinators, the Company, or any of their respective Affiliates
nor any person acting on behalf of any of them to provide it with
any such material or information;
7. unless otherwise specifically agreed with the Joint Global
Co-ordinators, that they are not, and at the time the Placing
Shares are acquired, neither it nor the beneficial owner of the
Placing Shares will be, a resident of a Restricted Territory or any
other jurisdiction in which it would be unlawful to make or accept
an offer to acquire the Placing Shares, and further acknowledges
that the Placing Shares have not been and will not be registered or
otherwise qualified, for offer and sale nor will an offering
document, prospectus or admission document be cleared or approved
in respect of any of the Placing Shares under the securities
legislation of the United States or any other Restricted Territory
and, subject to certain exceptions, may not be offered, sold,
transferred, delivered or distributed, directly or indirectly, in
or into those jurisdictions or in any country or jurisdiction where
any such action for that purpose is required;
8. that the content of this Announcement is exclusively the
responsibility of the Company and that neither the Joint Global
Co-ordinators nor any of their respective Affiliates or any person
acting on their behalf has or shall have any responsibility or
liability for any information, representation or statement
contained in this Announcement or any information previously or
subsequently published by or on behalf of the Company, including,
without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the Placing
based on any information, representation or statement contained in
this Announcement or any information previously published by or on
behalf of the Company or otherwise. Each Placee further represents,
warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing
itself to acquire the Placing Shares is contained in this
Announcement and any Exchange Information, such information being
all that it deems necessary to make an investment decision in
respect of the Placing Shares, and that it has neither received nor
relied on any other information given or investigations,
representations, warranties or statements made by the Joint Global
Co-ordinators or the Company and neither the Joint Global
Co-ordinators nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing
and that neither the Joint Global Co-ordinators nor any of their
respective Affiliates have made any representations to it, express
or implied, with respect to the Company, the Bookbuild, the Placing
and the Placing Shares or the accuracy, completeness or adequacy of
the Exchange Information, and each of them expressly disclaims any
liability in respect thereof. Nothing in this paragraph or
otherwise in this Announcement excludes the liability of any person
for fraudulent misrepresentation made by that person;
9. that it has not relied on any information relating to the
Company contained in any research reports prepared by the Joint
Global Co-ordinators, any of their respective Affiliates or any
person acting on the Joint Global Co-ordinators' or any of their
respective Affiliates' behalf and understands that (i) neither the
Joint Global Co-ordinators nor any of their respective Affiliates
nor any person acting on their behalf has or shall have any
liability for public information or any representation; (ii)
neither the Joint Global Co-ordinators, nor any of their respective
Affiliates nor any person acting on their behalf has or shall have
any liability for any additional information that has otherwise
been made available to such Placee, whether at the date of
publication, the date of this document or otherwise; and that (iii)
neither the Joint Global Co-ordinators nor any of their respective
Affiliates nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such information, whether at the date
of publication, the date of this Announcement or otherwise;
10. that the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder, of Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in the Placing
as nominee or agent for any person to whom the allocation,
allotment, issue or delivery of the Placing Shares would give rise
to such a liability and that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares into a clearance
service;
11. acknowledges that no action has been or will be taken by the
Company, the Joint Global Co-ordinators or any person acting on
behalf of the Company or the Joint Global Co-ordinators that would,
or is intended to, permit a public offer of the Placing Shares in
any country or jurisdiction where any such action for that purpose
is required;
12. that it and any person acting on its behalf is entitled to
acquire the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in the Joint Global Co-ordinators, the
Company or any of their respective Affiliates acting in breach of
the legal or regulatory requirements of any jurisdiction in
connection with the Placing;
13. that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to its participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations;
14. that it has complied with its obligations under the Criminal
Justice Act 1993, Part VIII of FSMA and MAR and in connection with
money laundering and terrorist financing under the Proceeds of
Crime Act 2002 (as amended), the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006,
the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money
Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (the
"Regulations") and, if making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity, the Joint Global Co-ordinators have not
received such satisfactory evidence, the Joint Global Co-ordinators
may, in their absolute discretion, terminate the Placee's Placing
participation in which event all funds delivered by the Placee to
the Joint Global Co-ordinators will be returned without interest to
the account of the drawee bank or CREST account from which they
were originally debited;
15. that it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly
authorised to do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (ii) it is and will remain liable to the
Joint Global Co-ordinators and the Company for the performance of
all its obligations as a Placee in respect of the Placing
(regardless of the fact that it is acting for another person);
16. if in a Member State of the EEA and except as disclosed in
this Announcement under "Details of the Placing", that it is a
"Qualified Investor" within the meaning of Article 2(e) of the
Prospectus Regulation;
17. if in the United Kingdom, that it is a Qualified Investor:
(i) who falls within the definition of "investment professional" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who falls
within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order or (iii) to whom
this Announcement may otherwise lawfully be communicated and it
undertakes that it will acquire, hold, manage and (if applicable)
dispose of any Placing Shares that are allocated to it for the
purposes of its business only;
18. that it will not distribute, transfer or otherwise transmit
this Announcement or any part of it, or any other presentation or
other materials concerning the Placing, in or into the United
States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
19. where it is acquiring the Placing Shares for one or more
managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account: (a) to acquire the
Placing Shares for each managed account and (b) to make the
acknowledgements, representations, undertakings and agreements
herein on behalf of each such account;
20. that if it is a pension fund or investment company, it
represents, warrants and undertakes that its acquisition of Placing
Shares is in full compliance with applicable laws and
regulations;
21. if it is acting as a financial intermediary, as that term is
used in Article 5(1) of the Prospectus Regulation, that the Placing
Shares acquired by it in the Placing will not be acquired for, on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the EEA other than Qualified Investors or persons in the United
Kingdom other than Relevant Persons, or in circumstances in which
the prior consent of the Joint Global Co-ordinators has been given
to the proposed offer or resale;
22. that it has not offered or sold and, prior to the expiry of
a period of six months from Admission, will not offer or sell any
Placing Shares to persons in the United Kingdom, except to Relevant
Persons or otherwise in circumstances which have not resulted and
which will not result in an offer to the public in the United
Kingdom within the meaning of section 85(1) of FSMA;
23. that any offer of Placing Shares may only be directed at
persons in member states of the EEA who are Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any Placing Shares to persons in the EEA
prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result
in an offer to the public in any member state of the EEA within the
meaning of the Prospectus Regulation;
24. that it has only communicated or caused to be communicated
and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) relating to the Placing
Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person;
25. that it has complied and will comply with all applicable
laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the Placing Shares in respect
of anything done in, from or otherwise involving, the United
Kingdom;
26. if it has received any inside information about the Company
in advance of the Placing, it has not: (i) dealt in the securities
of the Company; (ii) encouraged or required another person to deal
in the securities of the Company; or (iii) disclosed such
information to any person except as permitted by MAR, prior to the
information being made publicly available;
27. that (i) it (and any person acting on its behalf) has
capacity and authority and is otherwise entitled to purchase the
Placing Shares under the laws of all relevant jurisdictions which
apply to it; (ii) it has paid any issue, transfer or other taxes
due in connection with its participation in any territory; (iii) it
has not taken any action which will or may result in the Company,
the Joint Global Co-ordinators, any of their Affiliates or any
person acting on their behalf being in breach of the legal and/or
regulatory requirements and/or any anti-money laundering
requirements of any territory in connection with the Placing; and
(iv) that the subscription for and purchase of the Placing Shares
by it or any person acting on its behalf will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
28. that it (and any person acting on its behalf) will make
payment for the Placing Shares allocated to it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Joint Global Co-ordinators may in their absolute discretion
determine and without liability to such Placee. It will, however,
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) due pursuant to the terms set out or
referred to in this Announcement which may arise upon the sale of
such Placee's Placing Shares on its behalf;
29. that its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be
entitled, and required, to acquire, and that the Joint Global
Co-ordinators or the Company may call upon it to acquire a lower
number of Placing Shares (if any), but in no event in aggregate
more than the aforementioned maximum;
30. that neither the Joint Global Co-ordinators, nor any of
their respective Affiliates nor any person acting on their behalf,
is making any recommendations to it, or advising it regarding the
suitability or merits of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of the
Joint Global Co-ordinators and that the Joint Global Co-ordinators
do not have any duties or responsibilities to it for providing the
protections afforded to their clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of the
Joint Global Co-ordinators' rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
31. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Joint Global Co-ordinators, nor the
Company nor any of their respective Affiliates will be responsible
for any liability to stamp duty or stamp duty reserve tax or other
similar duties or taxes (together with any interest or penalties)
resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of such Placee agrees to indemnify
the Joint Global Co-ordinators, the Company and any of their
respective Affiliates in respect of the same on an after-tax basis
on the basis that the Placing Shares will be allotted to the CREST
stock account of Canaccord Genuity who will hold them as nominee on
behalf of such Placee until settlement in accordance with its
standing settlement instructions;
32. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions, and any
non-contractual obligations arising out of or in connection with
such agreements, shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Joint Global Co-ordinators
or the Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
33. that each of the Joint Global Co-ordinators, the Company and
their respective Affiliates and others will rely upon the truth and
accuracy of the representations, warranties, agreements,
undertakings and acknowledgements set forth herein and which are
given to the Joint Global Co-ordinators on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably
authorises each of the Joint Global Co-ordinators and the Company
to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set forth herein;
34. that it will indemnify on an after-tax basis and hold each
of the Joint Global Co-ordinators, the Company and their respective
Affiliates and any person acting on their behalf harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of, directly or indirectly, or in
connection with any breach by it of the representations,
warranties, acknowledgements, agreements and undertakings in this
Appendix and further agrees that the Company and the Joint Global
Co-ordinators will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Joint Global
Co-ordinators and the Company. All confirmations, warranties,
acknowledgements and undertakings given by the Placee, pursuant to
this Announcement are given to each Joint Global Co-ordinator for
itself and on behalf of the Company and will survive completion of
the Placing and Admission;
35. that time shall be of the essence as regards obligations
pursuant to this Appendix;
36. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Joint Global Co-ordinators;
37. acknowledges that it irrevocably appoints any director of
each of the Joint Global Co-ordinators as its agent for the
purposes of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Placing Shares agreed to be
taken up by it under the Placing;
38. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
39. that it acknowledges that its commitment to acquire Placing
Shares on the terms set out herein and in the trade confirmation or
contract note (as the case may be) will continue notwithstanding
any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's or the Joint Global Co-ordinators' conduct of the
Placing;
40. that in making any decision to acquire the Placing Shares
(i) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares, (ii) it is experienced in investing
in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of
participating in, and is able to sustain a complete loss in
connection with, the Placing, (iii) it has relied on its own
examination, due diligence and analysis of the Company and its
Affiliates taken as a whole, including the markets in which the
Group operates, and the terms of the Placing, including the merits
and risks involved and not upon any view expressed or information
provided by or on behalf of the Joint Global Co-ordinators, (iv) it
has had sufficient time and access to information to consider and
conduct its own investigation with respect to the offer and
purchase of the Placing Shares, including the legal, regulatory,
tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its
own investigation to the extent it deems necessary for the purposes
of its investigation, and (v) it will not look to the Company, the
Joint Global Co-ordinators, any of their respective Affiliates or
any person acting on their behalf for all or part of any such loss
or losses it or they may suffer;
41. acknowledges and agrees that neither the Joint Global
Co-ordinators nor the Company owes any fiduciary or other duties to
it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
42. understands and agrees that it may not rely on any
investigation that the Joint Global Co-ordinators or any person
acting on their behalf may or may not have conducted with respect
to the Company and its Affiliates or the Placing and the Joint
Global Co-ordinators have not made any representation or warranty
to it, express or implied, with respect to the merits of the
Placing, the subscription for or purchase of the Placing Shares, or
as to the condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation
to it to acquire the Placing Shares. It acknowledges and agrees
that no information has been prepared by, or is the responsibility
of, the Joint Global Co-ordinators for the purposes of this
Placing;
43. acknowledges and agrees that it will not hold the Joint
Global Co-ordinators or any of their respective Affiliates or any
person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Group or information made available
(whether in written or oral form) relating to the Group (the
"Information") and that neither the Joint Global Co-ordinators nor
any person acting on behalf of the Joint Global Co-ordinators makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
44. that in connection with the Placing, the Joint Global
Co-ordinators and any of their respective Affiliates acting as an
investor for its own account may take up shares in the Company and
in that capacity may retain, purchase or sell for its own account
such shares in the Company and any securities of the Company or
related investments and may offer or sell such securities or other
investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to the Joint
Global Co-ordinators and any of their respective Affiliates acting
in such capacity. In addition the Joint Global Co-ordinators may
enter into financing arrangements and swaps with investors in
connection with which the Joint Global Co-ordinators may from time
to time acquire, hold or dispose of such securities of the Company,
including the Placing Shares. Neither the Joint Global
Co-ordinators nor any of their respective Affiliates intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any
legal or regulatory obligation to do so;
45. acknowledges that the Placing Shares have not been
registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares under
the securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. The Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
46. the Placing Shares are being offered and sold by or on
behalf of the Company (i) outside the United States in "offshore
transactions" as defined in compliance with Regulation S under the
Securities Act and (ii) to certain "qualified institutional buyers"
as defined in Rule 144A in reliance upon Rule 144A or another
exemption from, or transaction not subject to, the registration
requirements under the Securities Act. It and the prospective
beneficial owner of the Placing Shares is, and at the time the
Placing Shares are subscribed for will be either: (i) outside the
United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S under the Securities Act or (ii) a "qualified
institutional buyer" as defined in Rule 144A under the Securities
Act which has executed and delivered, or will execute and deliver,
and agrees to be bound to the terms of the Investor Representation
Letter in the form provided to it by the Joint Global Co-ordinators
or their respective affiliates;
47. that it is not acquiring any of the Placing Shares as a
result of any form of general solicitation or general advertising
(within the meaning of Rule 502(c) of Regulation D under the
Securities Act) or any form of directed selling efforts (as defined
in Regulation S); and
48. that each of the Joint Global Co-ordinators and their
respective affiliates may have engaged in transactions with, and
provided various commercial banking, investment banking, financial
advisory transactions and services in the ordinary course of their
business with the Company and/or its affiliates for which they
would have received customary fees and commissions. Each of the
Joint Global Co-ordinators and their respective affiliates may
provide such services to the Company and/or its affiliates in the
future.
The foregoing acknowledgements, agreements, undertakings,
representations, warranties and confirmations are given for the
benefit of the Company as well as the Joint Global Co-ordinators
(for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that neither the Joint Global Co-ordinators
nor the Company owes any fiduciary or other duties to any Placee in
respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of stamp duty and stamp duty reserve tax
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question. Neither the Company nor the
Joint Global Co-ordinators will be responsible for any UK stamp
duty or UK stamp duty reserve tax (including any interest and
penalties relating thereto) arising in relation to the Placing
Shares in any other circumstances.
Such agreement is subject to the representations, warranties and
further terms above and also assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer the Placing Shares into a clearance service.
Neither the Joint Global Co-ordinators nor the Company are liable
to bear any stamp duty or stamp duty reserve tax or any other
similar duties or taxes ("transfer taxes") that arise (i) if there
are any such arrangements (or if any such arrangements arise
subsequent to the acquisition by Placees of Placing Shares) or (ii)
on a sale of Placing Shares, or (iii) for transfer taxes arising
otherwise than under the laws of the United Kingdom. Each Placee to
whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such transfer taxes undertakes to pay such transfer
taxes forthwith, and agrees to indemnify on an after-tax basis and
hold the Joint Global Co-ordinators and/or the Company and their
respective Affiliates harmless from any such transfer taxes, and
all interest, fines or penalties in relation to such transfer
taxes. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the Joint Global Co-ordinators or any
of their respective Affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that the Joint Global
Co-ordinators are receiving a fee in connection with their
respective roles in respect of the Placing as detailed in the
Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with the Joint Global Co-ordinators, any money held in an
account with the Joint Global Co-ordinators on behalf of the Placee
and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from the relevant Joint Global Co-ordinator's money in
accordance with the client money rules and will be used by the
relevant Joint Global Co-ordinator in the course of its own
business; and the Placee will rank only as a general creditor of
the relevant Joint Global Co-ordinator.
All times and dates in this Announcement may be subject to
amendment by the Joint Global Co-ordinators (in their absolute
discretion). The Joint Global Co-ordinators shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
No statement in the Pricing Announcement or this Announcement is
intended to be a profit forecast or estimate, and no statement in
the Pricing Announcement or this Announcement should be interpreted
to mean that earnings per share of the Company for the current or
future financial years would necessarily match or exceed the
historical published earnings per share of the Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
The rights and remedies of the Joint Global Co-ordinators and
the Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
Each Placee may be asked to disclose in writing or orally to the
Joint Global Co-ordinators:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Appendix 2
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Act the Companies Act 2006, as may be amended from
time to time;
Admission the admission of the Fundraise Shares to trading
on AIM becoming effective in accordance with the
AIM Rules;
Affiliate has the meaning given in Rule 501(b) of Regulation
D or Rule 405 of the Securities Act;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies published by the London
Stock Exchange governing admission to and trading
on AIM, as may be amended from time to time;
Announcement means this announcement (including its Appendices);
Board or Directors the board of directors of the Company;
Bookbuild the bookbuilding process to be commenced by the
Joint Global Co-ordinators to use reasonable endeavours
to procure placees for the Placing Shares, as
described in this Announcement and subject to
the terms and conditions set out in this Announcement
and the Placing Agreement;
Canaccord Genuity Canaccord Genuity Limited;
Company or Jet2 Jet2 plc;
CREST the relevant systems for the paperless settlement
of trades in securities and the holding of uncertificated
securities operated by Euroclear in accordance
with the CREST Regulations;
CREST Regulations the Uncertificated Securities Regulations 2001
(SI 2001 No. 3755), including (i) any enactment
or subordinate legislation which amends or supersedes
those regulations and (ii) any applicable rules
made under those regulations for the time being
in force;
Euroclear Euroclear UK & Ireland Limited, the operator of
CREST;
Existing Ordinary the 178,801,079 Ordinary Shares in issue as at
Shares the date of this Announcement;
FCA the Financial Conduct Authority of the United
Kingdom;
FSMA the Financial Services and Markets Act 2000, as
may be amended from time to time;
Fundraise the Placing and the Retail Offer;
Fundraise Shares the Placing Shares and the Retail Shares;
Group the Company, together with its subsidiaries and
subsidiary undertakings;
Investor Representation the letter in the form provided by the Joint Global
Letter Co-ordinators or their respective affiliates;
ISIN International Securities Identification Number;
Jefferies Jefferies International Limited;
Joint Global Co-ordinators Canaccord Genuity and Jefferies, the Company's
joint global co-ordinators and joint bookrunners
in relation to the Placing;
London Stock Exchange London Stock Exchange plc;
MAR the UK version of the EU Market Abuse Regulation
(2014/596/EU) which forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018 and/or
EU Market Abuse Regulation (2014/596/EU) (as relevant);
Material Adverse a material adverse effect, or any development
Effect or matter reasonably expected to have a material
adverse effect, in or affecting the business,
condition (financial, operational, legal or otherwise),
results of operations, earnings or assets of the
Group, whether or not arising in the ordinary
course of business;
Option Agreement the option agreement entered into on or around
the date hereof between the Company, Project AWB
(Jersey) Limited and Canaccord Genuity;
Ordinary Shares ordinary shares of 1.25p each in the capital of
the Company;
Placee any person (including individuals, funds or otherwise)
by whom or on whose behalf a commitment to acquire
Placing Shares has been given;
Placing the conditional placing of the Placing Shares
on the terms and subject to the conditions of
the Placing Agreement;
Placing Agreement the Placing Agreement entered into by the Company
and the Joint Global Co-ordinators relating to
the Placing;
Placing Price the price payable per Fundraise Share to be agreed
between the Company and the Joint Global Co-ordinators;
Placing Shares the new Ordinary Shares to be issued pursuant
to the Placing;
Pricing Announcement the announcement published by the Company confirming
the results of the Placing on a Regulatory Information
Service immediately following the execution of
the Term Sheet;
PrimaryBid PrimaryBid Limited (registered number 08092575)
which is authorised and regulated by the FCA with
register number 779021;
Prospectus Regulation the UK version of Prospectus Regulation (EU) 2017/1129
which forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018 as amended from time
to time, and including any relevant implementing
measure in any member state of the European Union;
Regulation S Regulation S promulgated under the Securities
Act;
Regulatory Information a regulatory information service that is approved
Service by the FCA as meeting the FCA's Primary Information
Provider criteria and that is on the list of Authorised
Regulatory Information Service Providers maintained
by the FCA;
Retail Offer the offer of Ordinary Shares at the Placing Price
by the Company via PrimaryBid to retail investors;
Retail Shares means the Ordinary Shares to be issued pursuant
to the Retail Offer;
Securities Act the US Securities Act of 1933, as amended;
Subscription and the subscription and transfer agreement entered
Transfer Agreement into on or around the date of this Announcement
between Project AWB (Jersey) Limited, the Company
and Canaccord Genuity;
subsidiary has the meaning given to that term in the Act;
subsidiary undertaking has the meaning given to that term in the Act;
Term Sheet the terms of the Placing setting out the Placing
Price and the number of Placing Shares to be issued
in the Placing, to be executed in accordance with
the Placing Agreement by the Company and the Joint
Global Co-ordinators;
uncertificated or in respect of a share or other security, where
in uncertificated that share or other security is recorded on the
form relevant register of the share or security concerned
as being held in uncertificated form in CREST
and title to which may be transferred by means
of CREST;
UK National has the same meaning as the term 'United Kingdom
national' in section 105 of the Civil Aviation
Act 1982 or, at the sole election of the Board,
any such meaning of 'United Kingdom national'
as defined in the applicable law, regulation or
regulatory guidance relating to all or any part
of any authority, permission, licence or privilege
which enables an air service to be operated;
United Kingdom or the United Kingdom of Great Britain and Northern
UK Ireland; and
United States or the United States of America, its territories
US and possessions any state of the United States
of America, the District of Columbia and all other
areas subject to its jurisdiction and any political
sub-division thereof.
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
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END
IOEKZGMZVMLGMZM
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