Fastjet Plc (Incorporated in England and Wales with Registered Number 05701801)
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THIS CIRCULAR AND FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this circular and/or as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant, or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser. If you sell or have sold or otherwise transferred all of your Existing Ordinary Shares before the date that the Existing Ordinary Shares are marked “ex-entitlement” to the Open Offer by the London Stock Exchange please immediately forward this circular, together with the accompanying Form of Proxy and Application Form, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Existing Ordinary Shares you should retain this circular, Form of Proxy and the Application Form and should immediately contact your stockbroker, bank or other agent through whom the sale or transfer was effected. This circular and the accompanying Application Form should not be sent or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities law or regulations including, but not limited to, any Restricted Jurisdiction. The total consideration under the Open Offer and the open offer concluded in July 2018 shall be less than €8 million (or an equivalent amount) in aggregate. Therefore, in accordance with Section 85 and Schedule 11A of FSMA, this circular is not, and is not required to be, a prospectus for the purposes of the Prospectus Rules and has not been prepared in accordance with the Prospectus Rules. Accordingly, this circular has not been, and will not be, reviewed or approved by the Financial Conduct Authority of the United Kingdom, pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, any securities commission or any other authority or regulatory body. In addition, this circular does not constitute an admission document drawn up in accordance with the AIM Rules for Companies. fastjet Plc (Incorporated in England and Wales with registered number 05701801) Proposed placing and subscription to raise gross proceeds of US$15.6 million Proposed open offer to raise up to US$5.3 million Issue of equity for balance sheet restructuring of US$24.4 million and Notice of General Meeting This circular should be read as a whole. Your attention is drawn in particular to the letter from the Chairman of the Company which is set out in Part I of this circular and, in particular, to paragraph 15 (Directors’ Recommendation) of Part I (Letter from the Chairman) which contains the recommendation from the Directors (excluding Mark Hurst) that Shareholders vote in favour of the resolutions to be proposed at the General Meeting referred to below. The latest time and date for acceptance and payment in full under the Open Offer is 10.00 a.m. on 7 December 2018. The procedure for acceptance and payment is set out in Part IV (Terms and Conditions of the Open Offer) of this circular and, where relevant, in the Application Form. Notice of a General Meeting of fastjet Plc, 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 is set out in Part V (Notice of General Meeting) of this circular. Shareholders will find enclosed a Form of Proxy for use at the General Meeting. The Form of Proxy should be completed and returned to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received no later than 10.00 a.m. on 5 December 2018. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish. Liberum, which is authorised and regulated by the FCA, is acting exclusively for the Company and no-one else in connection with the Equity Refinancing and the Open Offer and will not regard any other person (whether or not a recipient of this circular) as a client in relation to 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 clients or for providing advice in relation to the Equity Refinancing, the Open Offer or any other matter referred to herein. Its responsibilities as the Company’s nominated adviser and broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and not to the Company or any other person. Liberum has not authorised the contents of, or any part of, this circular and no liability whatsoever is accepted by Liberum nor does it make any representation or warranty, express or implied, for the accuracy of any information or opinion contained in this circular or for the omission of any information. Liberum expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this circular. The Existing Ordinary Shares are admitted to trading on AIM, a market operated by the London Stock Exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Shares will commence at 8.00 a.m. on 10 December 2018. This circular does not constitute a prospectus or a prospectus equivalent document. No person has been authorised to give any information or make any representation and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors or Liberum. In particular, the content of the Company’s website does not form part of this circular and Shareholders and prospective shareholders should not rely on it. Qualifying non-CREST Shareholders will find an Application Form accompanying this circular. Qualifying CREST Shareholders (none of whom will receive an Application Form) will receive a credit to their stock accounts in CREST in respect of the Open Offer Entitlements which will be enabled for settlement at 8.00 a.m. on 22 November 2018. Applications under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim arising out of a sale or transfer of Existing Ordinary Shares prior to the date on which the Existing Ordinary Shares were marked “ex-entitlement”. If the Open Offer Entitlements are for any reason not enabled by 22 November 2018 (or such later time as the Company may decide), an Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements credited to its stock account in CREST. Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST Sponsors regarding the action to be taken in connection with this circular and the Open Offer. No arrangement will be put in place to allow Qualifying Shareholders to apply for Open Offer Shares in excess of their Open Offer Entitlements. Holdings of Existing Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer. Copies of this circular are available free of charge from the Company’s registered office or to download from the website of fastjet Plc: www.fastjet.com. Notice to Overseas Shareholders None of this circular and/or the accompanying documents should be distributed, forwarded, or transmitted in, or into, any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including but not limited to the Restricted Jurisdictions. In addition, the transfer of Open Offer Entitlements through CREST, in jurisdictions other than the UK, including the Restricted Jurisdictions, may be restricted by law and therefore persons into whose possession this circular comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. 2 This circular does not constitute, and may not be used for the purposes of, any offer or invitation to sell or issue or the solicitation of any offer to purchase or subscribe for Open Offer Shares to or by anyone in any jurisdiction in which such offer, invitation or solicitation is unlawful or to any person to whom it is unlawful to make such offer or invitation or undertake such solicitation. This circular and the Application Form do not constitute an offer of the Open Offer Shares to any person with a registered address, or who is resident or located, in any of the Restricted Jurisdictions.