TIDMFJET
RNS Number : 9649H
Fastjet PLC
21 November 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, OR REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of fastjet Plc or other evaluation of any securities of
fastjet Plc or any other entity and should not be considered as a
recommendation that any investor should subscribe for or purchase
any such securities.
fastjet Plc
("fastjet", the "Company" and, together with its subsidiaries,
the "Group")
21 November 2018
Posting of Circular
fastjet, the low-cost African airline, is pleased to announce
that, further to its announcement of 16 November 2018, it will
today post a circular (the "Circular") to Shareholders regarding,
inter alia, an Open Offer of approximately GBP4.1 million (c.
US$5.3 million). The Circular will also be made available today on
the Company's website www.fastjet.com.
Terms not otherwise defined herein, shall have the meanings
given in the section entitled "Definitions" at the end of this
announcement.
The Open Offer is being made to Qualifying Shareholders on the
register as at the Record Date, being 6.00 p.m. on 20 November
2018, for up to 411,440,871 Open Offer Shares at one penny per Open
Offer Share (being the same price as the Issue Price for the
Placing) on the basis of:
57 Open Offer Shares for every 10 Existing Ordinary Shares
Full details of the Open Offer, including terms and conditions
and details on how to accept the Open Offer, are set out in the
Circular.
Subject to:
(i) the approval by Shareholders of the Authorising Resolution
at the General Meeting (to be held at the offices of Liberum at
Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY at 10.00 a.m.
on 7 December 2018);
(ii) the Solenta Subscription Letter becoming unconditional in all respects; and
(iii) the Placing Agreement not having been terminated in
accordance with its terms prior to Admission,
settlement and admission to trading on AIM of the New Shares is
expected to occur at 8.00 a.m. on 10 December 2018.
Following the issue of the New Shares (assuming full take-up
under the Open Offer), the enlarged ordinary share capital of the
Company will be 4,157,093,764 Ordinary Shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2018
Record Date for entitlement under the Open 20 November
Offer
Ex-entitlement date for the Open Offer 21 November
Posting of the Circular, the Form of Proxy 21 November
and, to Qualifying non-CREST shareholders
only, the Application Forms
Open Offer Entitlements credited to stock 22 November
accounts in CREST of Qualifying CREST Shareholders
Latest time for depositing Open Offer Entitlements 3.00 p.m. on 30 November
into CREST
Latest recommended time and date for requesting 4.30 p.m. on 30 November
withdrawal of Open Offer Entitlements from
CREST
Latest time and date for receipt of Forms 10.00 a.m. on 5 December
of Proxy from Shareholders
Latest time and date for splitting Application 3.00 p.m. on 5 December
Forms (to satisfy bona fide market claims)
Latest time and date for receipt of completed 10.00 a.m. on 7 December
Application Forms and payment in full from
Qualifying Shareholders under the Open Offer
or settlement of relevant CREST instruction
(as appropriate)
General Meeting of the Company 10.00 a.m. on 7 December
Expected date of announcement of results 7 December
of the General Meeting
Admission effective and dealings in the 8.00 a.m. on 10 December
New Shares expected to commence on AIM
Expected date for crediting of the New Shares 8.00 a.m. on 10 December
in uncertificated form to CREST stock accounts
Expected date of dispatch of share certificates w/c 17 December 2018
in respect of the New
Shares
The dates set out in the Expected Timetable of Principal Events
above and mentioned in the Circular may be adjusted by fastjet in
which event details of the new dates will be notified via an RIS
and, where appropriate, to Shareholders.
All references to time are to the time in London, England.
S
For more information, contact:
fastjet Plc Tel: +27 (0) 10 070 5151
Nico Bezuidenhout, Chief Executive
Officer
Michael Muller, Chief Financial Officer
Liberum Capital Limited - Nominated Tel: +44 (0) 20 3100 2222
Adviser and Broker
Clayton Bush
Andrew Godber
James Greenwood
Trystan Cullen
UK media - Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571
Angharad Couch
Eleni Menikou
Toby Moore
Nick Hayns
NOTES TO EDITORS
About fastjet Plc
fastjet is a multi-award winning (including Skytrax World
Airline Awards Best Low-Cost Airline in Africa 2017 and Leading
African Low-Cost Carrier, World Travel Awards 2016, 2017 and 2018)
African value airline for everyone that began flight operations in
Tanzania in November 2012, flying passengers from Dar es Salaam to
just two domestic destinations - Kilimanjaro and Mwanza.
Today, fastjet's route network includes Tanzanian domestic
routes from its Dar es Salaam base to Kilimanjaro, Mbeya, and
Mwanza, and international routes from Tanzania to Lusaka in Zambia
and Harare in Zimbabwe. fastjet began branded domestic flights in
Mozambique (Operated by Solenta Aviation Mozambique) in November
2017, its network presently between Maputo and Beira, Quelimane and
Tete and celebrated its third year of operations in Zimbabwe in
2018. The carrier operates between Harare and Bulawayo, Harare and
Victoria Falls and from Harare and Victoria Falls to Johannesburg
in South Africa. The airline has flown over 3.5 million passengers
with an impressive on-time performance aggregate, establishing
itself as a punctual, reliable, and affordable carrier.
IMPORTANT INFORMATION
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
Liberum or by any of its affiliates or agents as to, or in relation
to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
Liberum, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting for the Company and
for no-one else in connection with the Equity Refinancing and the
Open Offer, and will not be responsible to anyone other than the
Company for providing the protections afforded to its customers or
for providing advice to any other person in relation to the Equity
Refinancing, the Open Offer or any other matter referred to
herein.
The distribution of this announcement and the offering of the
Open Offer Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or Liberum that would
permit an offering of such shares or possession or distribution of
this announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by the Company and Liberum to
inform themselves about, and to observe such restrictions.
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.
Definitions
Admission the admission to trading on AIM of the New
Shares, which is expected to take place
at 8.00 a.m. on 10 December 2018
AIM the market of that name operated by the
London Stock Exchange
AIM Rules for Companies the AIM rules for Companies, as published
and amended from time by the London Stock
Exchange
Application Form the application form which accompanies the
Circular on which Qualifying non-CREST Shareholders
may apply for Open Offer Shares under the
Open Offer
Authorising Resolution the resolution to be put to Shareholders
at the General Meeting to approve the Equity
Refinancing and the Open Offer
CREST the relevant system for the paperless settlement
of trades and the holding of uncertified
securities operated by Euroclear in accordance
with the CREST Regulations
CREST Regulations the Uncertificated Securities Regulations
2001, as amended
Equity Refinancing together, the Placing, the Professional
Fees Payment and the Solenta Investment
Existing Ordinary the 620,652,894 Ordinary Shares in issue
Shares as at the date of this Announcement
General Meeting the general meeting of Shareholders which
is to be held at the offices of Liberum
at Ropemaker Place, 25 Ropemaker Street,
London EC2Y 9LY at 10.00 a.m. on 7 December
2018, notice of which will be set out in
the Circular
Heads of Agreement the heads of agreement between the Company
and Solentadated 16 November 2018 in connection
with the Solenta Investment
Issue Price one penny per New Share
Liberum Liberum Capital Limited
Liberum Shares the 156,250,000 new Ordinary Shares to be
issued to Liberum in satisfaction of the
Professional Fees Payment
London Stock Exchange London Stock Exchange plc
New Shares together, the Placing Shares, the Liberum
Shares, the Open Offer Shares and the Solenta
Investment Shares
Open Offer the invitation to Qualifying Shareholders
to subscribe for the Open Offer Shares at
the Issue Price on the terms and subject
to the conditions set out in the Circular
and, in the case of Qualifying non-CREST
Shareholders only, the Application Form
Open Offer Entitlement the entitlement for Shareholders to subscribe
for Open Offer Shares allocated to Qualifying
Shareholders on the Record Date pursuant
to the Open Offer
Open Offer Shares the 411,440,871 new Ordinary Shares being
made available to Qualifying Shareholders
pursuant to the Open Offer
Ordinary Shares the ordinary shares of one penny each in
the capital of the Company
Overseas Shareholder a Shareholder who is resident, or who is
a citizen of, or who has a registered address
in a jurisdiction outside the United Kingdom
Placing the conditional placing of the Placing Shares
at the Issue Price by Liberum as described
in the Circular
Placing Agreement the conditional agreement dated 16 November
2018 between the Company and Liberum relating
to the Placing
Placing Shares the 898,437,499 new Ordinary Shares which
Liberum has conditionally agreed to place
with institutional and other investors pursuant
to the Placing
Professional Fees the issue of the Liberum Shares at the Issue
Payment Price to Liberum in payment of professional
fees due to Liberum from the Company in
respect of the Equity Refinancing and in
accordance with the terms and conditions
of the Placing Agreement
Qualifying non-CREST Qualifying Shareholders whose Existing Ordinary
Shareholders Shares on the register of members of the
Company at the close of business on the
Record Date were held in certificated form
Qualifying Shareholders holders of Existing Ordinary Shares on the
register of members of the Company at the
Record Date, but excluding (i) any Overseas
Shareholders who are resident in, or who
are citizens of, or who have a registered
address in a Restricted Jurisdiction, (ii)
those Shareholders who have undertaken not
to participate in the Open Offer and (iii)
Solenta
Record Date 6.00 p.m. on 20 November 2018
Regulatory Information has the meaning given under the AIM Rules
Service for Companies
Restricted Jurisdiction each and any of the United States of America,
Australia, Canada, Japan, New Zealand, Russia,
and the Republic of South Africa and any
other jurisdiction where extension or availability
of the Open Offer would breach any applicable
law or regulations
Shareholder a holder of Existing Ordinary Shares
Solenta Solenta Aviation Holdings Limited
Solenta Investment the investment of a total of US$26.5 million
in the Company by Solenta in accordance
with the terms and conditions of the Heads
of Agreement and the Solenta Subscription
Letter
Solenta Investment the 2,070,312,500 new Ordinary Shares to
Shares be issued to Solenta pursuant to the Solenta
Investment
Solenta Subscription the conditional subscription letter dated
Letter 16 November 2018 pursuant to which Solenta
will subscribe for the Solenta Investment
Shares
UK or the United the United Kingdom of Great Britain and
Kingdom Northern Ireland
uncertificated or recorded on the relevant register or other
uncertificated form record of the Ordinary Shares or other security
concerned as being held in uncertificated
form in CREST, and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
US$, USD or $ the lawful currency of the United States
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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