TIDMEZJ
RNS Number : 9835K
easyJet PLC
27 April 2020
27 April 2020
easyJet plc
('easyJet' or the 'Company')
NOTICE OF GENERAL MEETING
The Board of easyJet announces that a general meeting of the
Company (the "GM") will be held on Friday, 22 May 2020 at 10.00
a.m. to consider the resolutions being put forward by Sir Stelios
Haji-Ioannou ("SHI"), through nominee accounts controlled by
easyGroup Holdings Limited ("easyGroup").
The Notice of GM is set out in a circular to easyJet
shareholders that is being published today (the "Circular") which
is available to view on the Company's website at
http://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2020
The resolutions proposed at the direction of SHI are to remove
as directors of the Company: the Chairman, John Barton; the CEO,
Johan Lundgren; the CFO, Andrew Findlay and Independent
Non-Executive Director, Andreas Bierwirth.
The purpose of the GM is to give shareholders the opportunity to
vote on these resolutions, which represent an attempt by SHI to
force the Board to take a step which it believes is not in the best
interests of the Company and shareholders as a whole, namely the
immediate unilateral termination of our long term aircraft supply
contract with Airbus (the "Airbus Contract"), which was approved by
shareholders at the Company's general meeting on 11 July 2013.
These resolutions and the action SHI is trying to force on the
Company are not supported by the Board for the reasons set out
below and in the Circular.
The Board unanimously recommends shareholders to VOTE AGAINST
these resolutions.
easyJet Chairman, John Barton, said:
"The Board of easyJet firmly believes that holding a General
Meeting is an unnecessary distraction at a time when the airline
industry is facing unprecedented challenge. The resolutions to
remove the directors are an attempt to force easyJet to terminate
its Airbus Contract. This is not in the best interests of the
Company or its shareholders as a whole.
"Having already taken decisive and urgent action to bolster
easyJet's liquidity for a prolonged grounding, the Board remains
focused on successfully guiding easyJet through this continued
period of uncertainty. Removing four directors from the Board,
including the Chairman, CEO and CFO, would be extremely damaging
and destabilising at this critical time. We unanimously urge all
shareholders to vote AGAINST all the resolutions."
Why shareholders should VOTE AGAINST these resolutions
1. The resolutions to remove the directors are designed to force
the Company to terminate its Airbus Contract - this is not in the
best interests of the Company or its shareholders as a whole and
would expose the Company to significant financial and operational
risk
2. Removing four directors from the Board, including the
Chairman, CEO and CFO, would be extremely damaging and
destabilising at this critical time
3. As a result of decisive and urgent action taken by the Board,
the Company has sufficient liquidity for a prolonged grounding and
to meet its existing obligations. This includes significantly
reducing capex by circa GBP1bn over three years, including through
the agreement reached with Airbus to defer the delivery of 24
aircraft (announced on 9 April 2020).
The updated gross capex spending expectations are now c.GBP900m
(c.GBP350m remaining in H2) in 2020, c.GBP600m in 2021, c.GBP1,000m
in 2022 (subject to auditor review). The majority of the
anticipated capital expenditure in aggregate across H2 2020, FY2021
and FY2022 relates to aircraft lease payments treated as capital
cashflows under IFRS16; maintenance expenditure on existing
aircraft and other IT related capital expenditure. Maintenance
expenditure will be subject to restart phasing, the level of FY21
and FY22 flying and the quantity of operating lease redeliveries to
lessors. A significant level of IT expenditure in FY21 and FY22 is
discretionary and also subject to further review.
4. The Airbus Contract has been central to the Board's
successful strategy that has delivered >640% in Total
Shareholder Returns from 14 November 2008 until the Covid-19
outbreak
5. The Airbus Contract is vital to ongoing operations today and
remains an integral part of the Company's future strategy
6. Liabilities triggered by an attempted unilateral termination
of the contract without cause would be hugely detrimental (and
seriously impact the Company's ability to operate as a low-cost
airline)
GM arrangements
The Board takes the well-being of its employees, customers and
shareholders very seriously. Given the UK Government's current
guidance on social distancing and prohibition on non-essential
travel and public gatherings in place at the current time, we
regret that it will not be possible for shareholders to attend the
GM in person.
There will be only limited Company representation at the meeting
and our advisers have also been asked not to attend. In order to
comply with relevant legal requirements, the GM will be convened
with the minimum necessary quorum of two shareholders. This will be
facilitated by the Company.
We therefore strongly encourage shareholders to vote on all
resolutions in advance of the GM by completing an online proxy
appointment form appointing the Chairman of the meeting as your
proxy, to register any questions in advance and not to attend the
meeting in person. Further details are included in the
Circular.
The Company may, depending on the evolving situation, provide an
audio webcast of the GM and details will be made available on the
Company's website (
http://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2020
). To the extent there is a webcast, shareholders who participate
by joining the webcast will not be considered to be in attendance
at the meeting and will not be able to cast their votes at the
meeting. Shareholders may not be able to ask questions via the
webcast but can submit questions to the Board in advance of the GM
by emailing cosec@easyjet.com by no later than 10.00 a.m. on
Wednesday, 20 May 2020. We will consider all questions received
and, if appropriate, provide a written response or publish answers
on our website (
http://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2020
) .
The Board will keep the situation under review and may need to
make further changes to the arrangements relating to the GM,
including how it is conducted, and shareholders should therefore
continue to monitor the Company's website and announcements for any
updates.
Shareholders are therefore urged to submit their votes by proxy
before 10.00 a.m. on Wednesday, 20 May 2020 and shareholders should
appoint the Chairman of the meeting as their proxy.
Circulation of Statement
On 23 April 2020, the Board received notice that, pursuant to
section 314 of the Companies Act 2006, SHI was requesting that the
Company circulate, on his behalf, a statement to all members of the
Company ("Statement"). As required under the Companies Act 2006 the
Board must circulate the Statement to all members of the Company in
the same manner as the Notice of GM. In compliance with that
requirement, the Statement is now available on the Company's
website at
http://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2020
and will be made available to shareholders with the Notice of
GM.
The Statement is not supported by and does not represent the
views of your Board. The Board has not sought to independently
verify the accuracy of the Statement, including any forward-looking
statements as to the future prospects of the Company, and the Board
does not assume responsibility for the Statement nor the claims
made within the Statement.
Documents
In connection with the above, the following documents are being
posted or have been made available to shareholders today:
-- the Circular, including a letter from the Chairman explaining
the Board's position outlined in this announcement in more detail,
a separate letter from Charles Gurassa, the Senior Independent
Director and the formal Notice of GM;
-- the Statement; and
-- Form of Proxy for the GM.
In accordance with Listing Rule 9.6.1 copies of the documents
listed above have been submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Circular and other materials relating to the GM are
available to view on the Company's website at
http://corporate.easyjet.com/investors/shareholder-services/shareholder-meetings/gm-2020
.
For further details please contact easyJet plc:
Institutional investors and analysts:
Michael Barker Investor Relations +44 (0)7985 890 939
Holly Grainger Investor Relations +44 (0)7583 101 913
Media:
Anna Knowles Corporate Communications +44 (0)7985 873 313
Edward Simpkins Finsbury +44 (0)7947 740 551 / (0)207 251
3801
Dorothy Burwell Finsbury +44 (0)7733 294930 / (0)207 251
3801
LEI: 2138001S47XKWIB7TH90
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END
NOGBGGDSXSDDGGR
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