TIDMFJET
RNS Number : 6839H
Fastjet PLC
16 November 2018
THIS ANNOUNCEMENT, INCLUDING THE APPIX, 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CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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.
fastjet Plc
("fastjet", the "Company" and, together with its Subsidiaries,
the "Group")
16 November 2018
Proposed placing and subscription to raise gross proceeds of not
less than 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
Transactions increase equity base by at least US$40.0
million
fastjet, the low-cost African airline, is pleased to announce a
proposed fundraising and equity refinancing to issue equity with a
value at the issue price of not less than US$40.0 million (the
"Equity Refinancing") comprising:
i. a placing by way of an Accelerated Bookbuild to raise gross
proceeds of not less than US$11.5 million before expenses (the
"Placing") through the issue of at least 898,437,499 new ordinary
shares ("Placing Shares") at a placing price of one penny per new
ordinary share (the "Issue Price");
ii. a subscription by Solenta Aviation Holdings Limited
("Solenta"), who has agreed to subscribe for 316,738,282 shares at
the Issue Price for gross proceeds of US$4.1 million; and
iii. the issue of 1,909,824,218 shares at the Issue Price with a
value of US$24.4 million a) to acquire four Embraer 145 aircraft
(the "Embraer 145s") from Solenta and to settle associated early
termination lease charges, b) settlement of the majority of the
Solenta long term loan and overdue interest, and c) professional
fees.
In addition and subject to the passing of certain resolutions at
the General Meeting, the Company is proposing to raise up to a
maximum of GBP4.1 million (approximately US$5.3 million) by way of
an open offer to be made to Qualifying Shareholders (the "Open
Offer") at the Issue Price.
The Issue Price represents a discount of 39 per cent. to the
closing price of 1.65 pence per ordinary share on 16 November
2018.
The Placing which is being conducted by way of an accelerated
bookbuild (the "Accelerated Bookbuild") will be launched
immediately following this Announcement, in accordance with the
terms and conditions set out in the Appendix to this
Announcement.
The Placing Shares are not being made available to the public.
It is envisaged that the Accelerated Bookbuild will be closed no
later than 6.30 p.m. today, 16 November 2018. Details of the number
of Placing Shares and the approximate gross proceeds of the Placing
will be announced as soon as practicable after the closing of the
Accelerated Bookbuild. Neither the Placing nor the Open Offer are
underwritten.
The Company intends to send a circular to shareholders
("Circular") in connection with the Equity Refinancing and the Open
Offer on or around 21 November 2018.
The Equity Refinancing and the Open Offer is conditional upon,
inter alia:
(i) the approval by Shareholders of the Authorising Resolution
which will be sought at the General Meeting which is expected to be
held at 10.00 a.m. on 7 December 2018;
(ii) the Solenta Subscription Letter becoming unconditional in
all respects (as further described at Section 3 of this
Announcement); and
(iii) the Placing Agreement not having been terminated in
accordance with its terms prior to Admission.
If either (i) Shareholders' approval of the Authorising
Resolution is not passed, or (ii) the Solenta Subscription Letter
does not become unconditional in all respects prior to Admission,
or (iii) the Placing Agreement does not become unconditional in all
respects prior to Admission, the Equity Refinancing and the Open
Offer will not proceed and the Group will be at risk of not being
able to continue trading as a going concern. If the Equity
Refinancing does not proceed and complete, and, in the absence of
the Group being able to successfully agree or implement any
alternative funding, the Directors will seek to commence the
process of placing the Group into administration. Under such
circumstances, Shareholders could lose all or a substantial amount
of the value of their investment in the Group. Accordingly, the
Directors believe that the successful completion of the Equity
Refinancing and the Open Offer represents the best option available
to the Group.
Highlights:
-- The Equity Refinancing will reduce fastjet's debt
significantly (c.US$2m of short term loans and c.US$2m of long-term
debt outstanding) and it is expected that it will result in the
Group being fully funded through 2019.
-- The Company, with a substantially stronger balance sheet and
recently improved results from operations, will be better
positioned for growth going forward.
-- The Equity Refinancing should leave the Company with improved
underlying core performance expectations and will be used to:
o bring current creditors up-to-date;
o significantly reduce long term debt and associated servicing
costs;
o settle the liabilities of the Continuing Group (being the
Group excluding its interest in fastjet Tanzania arising from its
decision to stop all funding to fastjet Tanzania and the Tanzania
MBO); and
o provide fastjet with sufficient working capital until the end
of 2019.
-- The proceeds of the Equity Refinancing will comprise:
o US$12.0 million of equity issued to Solenta for the
acquisition of four Embraer 145s (and to settle associated early
termination lease charges) to be deployed in Zimbabwe, as fastjet
intends to localise assets;
o US$10.4 million of equity issued to convert a significant
portion of long term debt owed to Solenta (and accrued interest)
(total principal debt owed to Solenta of US$12.0 million);
o US$6.6 million of cash to settle all current short-term hard
currency creditors;
o up to US$3.7 million of cash to cover major creditor
settlements associated with the decision to stop funding fastjet
Tanzania;
o US$2.8 million of cash to fund Mozambique losses, as
operations remain in early stage development;
o US$2.5 million of cash to settle hard currency creditors in
Zimbabwe, providing contingency for currency repatriation;
o US$2.0 million of equity to settle professional fees
associated with the Equity Refinancing; and
o up to US$5.3 million of cash for general working capital
purposes across the Group depending on uptake of the Open
Offer.
-- As a consequence of the Solenta Investment, Solenta's
interest in Ordinary Shares will increase from 29.8 per cent. to
54.3 per cent.. Under Note 5(c) of the Notes on Dispensations from
Rule 9 of the Code, the Panel Executive has waived the requirement
for a general offer to be made by Solenta under Rule 9.1 of the
Code on the basis that independent Shareholders holding Ordinary
Shares carrying more than 50 per cent. of the voting rights of the
Company which would be capable of being cast on a "Whitewash"
resolution have confirmed in writing that they approve such a
waiver and would vote in favour of any resolution to that effect at
a General Meeting.
-- Trading for the four months ending October 2018, with the
exception of fastjet Tanzania is broadly in line with management
expectations:
o continuing operations of Zimbabwe and Mozambique (launched
November 2017) performance improvement is ongoing, with revenue
from these two markets growing to $12.5 million and generating a
trading loss of $1.3 million;
o in South Africa, FedAir generated revenue of US$3.7 million,
delivered trading profits of $0.35 million (for the three months
ending September 2018) while providing a base from which the
fastjet brand can gradually enter the market during 2019;
o in Tanzania, which represents a discontinued business going
forward, delivered $9.6 million in revenue and a trading loss of
$4.7 million, consequent to Air Tanzania, the State-owned carrier
in Tanzania, deploying wide-body (Boeing 787) capacity on Domestic
Tanzanian routes at below cost yields, as well as regulatory delays
experienced in deploying further aircraft in this market.
-- The Company has entered into a conditional share sale
agreement with local management in Tanzania in relation to the sale
of the Company's interest in the holding company of fastjet
Tanzania, fastjet Air TZ (BVI). Further details of the Tanzania MBO
are set out at Section 2 of this Announcement.
Nico Bezuidenhout, CEO, commented:
"Business in our continuing operations in Zimbabwe and
growth-markets of South Africa and Mozambique is on the right track
and revenues from these markets now cumulatively exceed that
generated in Tanzania, a market in which fastjet has been active
since 2012. The steps taken in acquiring the fastjet brand in 2017
allows fastjet to change the deployment model in Tanzania away from
one where we assume equity risk and funding obligation, in its
stead aiming to deploy the brand in Tanzania on a franchise basis.
The third successive award as Africa's leading low cost carrier,
received at the 2018 World Travel Awards, supports fastjet's brand
building journey whilst the benefit of a restructured balance sheet
going forward, should support sustainable growth"
This Announcement is released by fastjet Plc and contains inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055,
this Announcement is made by Michael Muller, Chief Financial
Officer of fastjet Plc.
For more information, contact:
fastjet Plc Tel: +27 (0) 10 070 5151
Nico Bezuidenhout, Chief Executive
Officer
Michael Muller, Chief Financial
Officer
UK media - Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571
Angharad Couch
Eleni Menikou
Toby Moore
Nick Hayns
For investor enquiries please contact:
Liberum Capital Limited - Financial Tel: +44 (0) 20 3100 2222
Adviser, Nominated Adviser and Broker
Clayton Bush
Andrew Godber
James Greenwood
Trystan Cullen
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 contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
plans and its current goals and expectations relating to its future
financial condition and performance and which involve a number of
risks and uncertainties. The Company cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results could differ materially from those contained in
the forward-looking statements. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes
use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", or other words of
similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances, including, but not limited to, economic and
business conditions, the effects of continued volatility in credit
markets, market-related risks such as changes in the price of
commodities or changes in interest rates and foreign exchange
rates, the policies and actions of governmental and regulatory
authorities, changes in legislation, the further development of
standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future
periods, evolving practices with regard to the interpretation and
application of standards under IFRS, the outcome of pending and
future litigation or regulatory investigations, the success of
future explorations, acquisitions and other strategic transactions
and the impact of competition. A number of these factors are beyond
the Company's control. As a result, the Company's actual future
results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements.
Any forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by the Financial Conduct Authority (the "FCA"),
the London Stock Exchange or applicable law, the Company expressly
disclaims any obligation or undertaking to release publicly any
updates 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.
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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 Capital Limited 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 Capital Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company and for
no-one else in connection with the Equity Refinancing and 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 and Open Offer or any other matter referred to
herein.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or Liberum Capital Limited
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 Capital Limited to inform themselves about, and to observe
such restrictions.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Placing Shares to which this Announcement relates may be
illiquid and / or subject to restrictions on their resale.
Prospective purchasers of the Placing Shares should conduct their
own due diligence on the Placing Shares. If you do not understand
the contents of this Announcement you should consult an authorised
financial adviser.
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.
The GBP/USD exchange used in respect of the Equity Refinancing
and Open Offer is GBP1:US$1.28, being the closing exchange rate on
15 November 2018.
1. Introduction
The Company today announces a Placing by way of an accelerated
bookbuild to raise gross proceeds of not less than US$11.5 million
by way of placing with institutional and other investors of
898,437,499 Placing Shares at one penny per share. In addition to
the Placing, the Company also announces the following Equity
Refinancing arrangements:
-- a GBP3.1 million (approximately US$4.1 million) cash
subscription by Solenta for 316,738,282 Solenta Investment Shares
at one penny per share;
-- a debt for equity swap pursuant to which US$10.0 million of
the principal and all of the outstanding interest (rounded down to
US$446,750) up to 28 November 2018 owing by the Company to Solenta
under the Existing Loan Agreement will be capitalised and
subscribed in payment for 816,152,343 Solenta Investment
Shares;
-- a subscription for US$12 million involving the acquisition by
the Group of four Embraer 145s from Solenta (and to settle
associated early termination lease charges) in payment for
937,421,875 Solenta Investment Shares; and
-- settlement of professional fees of US$2.0 million owing by
the Company to Liberum through the issue by the Company to Liberum
of 156,250,000 Liberum Shares (the "Professional Fees
Payment").
In addition to the Equity Refinancing, the Company announces
that up to a maximum of GBP4.1 million (approximately US$5.3
million) will be raised by way of an Open Offer made to Qualifying
Shareholders of up to 411,440,871 Open Offer Shares. The Open Offer
is being conducted on the basis of 57 Open Offer Shares for every
10 Existing Ordinary Shares held at the Record Date of 20 November
2018. No arrangement will be put in place to allow Qualifying
Shareholders to apply for Open Offer Shares in excess of their Open
Offer Entitlements.
The Equity Refinancing and the Open Offer (assuming take-up in
full) will give total gross cash proceeds of GBP16.3 million
(approximately US$20.9 million).
Further details of the Solenta Investment are set out in Section
3 of this Announcement.
As the allotment and issue of the New Shares will not be within
the Company's existing authorities to allot shares for cash on a
non-pre-emptive basis, a General Meeting is being convened to seek
Shareholders' approval to grant new authorities to enable the
Directors to issue such shares. In addition, the Aircraft
Acquisition by the Group from Solenta (being a company connected
with Mark Hurst, a director of the Company) will require
Shareholders' approval under the substantial property transaction
rules set out in the 2006 Act.
The Equity Refinancing and the Open Offer is conditional upon,
inter alia:
(i) the approval by Shareholders of the Authorising Resolution
which will be sought at the General Meeting which is expected to be
held at 10.00 a.m. on 7 December 2018;
(ii) the Solenta Subscription Letter becoming unconditional in
all respects as further described at Section 5 of this
Announcement; and
(iii) the Placing Agreement not having been terminated in
accordance with its terms prior to Admission.
If either (i) Shareholders' approval of the Authorising
Resolution is not passed, (ii) the Solenta Subscription Letter does
not become unconditional in all respects prior to Admission, or
(iii) the Placing Agreement does not become unconditional in all
respects prior to Admission, the Equity Refinancing and the Open
Offer will not proceed and the Group will be at risk of not being
able to continue trading as a going concern. If the Equity
Refinancing does not proceed and complete, and, in the absence of
the Group being able to successfully agree or implement any
alternative funding, the Directors would seek to commence a process
of placing the Group into administration. Under such circumstances,
Shareholders could lose all or a substantial amount of the value of
their investment in the Group. Accordingly, the Directors believe
that the successful completion of the Equity Refinancing and the
Open Offer represents the best option available to the Group.
2. Background to, and reasons for the Equity Refinancing
During 2018, fastjet has consolidated its existing network and
maximised possible returns following the positive medium to long
term impact of the Stabilisation Plan completed last year:
-- the airline has focused on increasing revenue and growing
yield per passenger while simultaneously improving overall customer
experience adapting to local market nuances and cultures;
-- marketing and communication efforts were amplified as the
refreshed brand led to improved revenue opportunities and sales
efforts focused on relationship building and revenue extraction
from key channels;
-- Zimbabwe is delivering a strong financial performance, with
greater levels of expense localisation helping to offset
hard-currency repatriation restrictions. Capacity has increased 28
per cent. year-on-year and passenger numbers are up 70 per cent.,
while average fares increased 32 per cent. and the load factor rose
from 60 per cent. to 80 per cent.;
-- Mozambique is showing good growth as it approaches its first
year of trading. 68,000 passengers have been carried since the
start of operations in November 2017, the average load factor is 64
per cent. for the three months to September 2018 and average fares
showed an increase of 48 per cent. in the same period compared to
the first quarter of 2018; and
-- in South Africa, Federal Airlines Proprietary Limited
("FedAir") is generating profits and cash, while providing a base
from which the fastjet brand can gradually enter the market during
2019.
Despite progress in Zimbabwe and Mozambique, the Company
continued to face several challenges during H1 2018 and the early
part of H2 2018, including regulatory delays in Tanzania and a sub
economical yield environment (whereby the Company's competitors
have been selling tickets below cost price). As a consequence, the
Company was unable to deploy its newly-acquired ATRs as
planned.
Other factors impacting fastjet's performance include interest
payments on legacy debt and the start-up losses in Mozambique (H1
2018 - loss of US$2.7 million). Operating costs such as fuel and
maintenance were negatively impacted by currency fluctuation and a
rising global fuel price; both the South African Rand and the
Tanzanian Shilling lost value against the US Dollar.
fastjet Tanzania
As the Company announced on 26 September 2018, following the
Board's evaluation of fastjet Tanzania's operations and the
consequential financial impact of continued losses on the Group as
a whole, the Board resolved to stop all funding to fastjet Tanzania
with immediate effect.
A knock-on consequence of the above decision was that the
Group's three leased ATRs could no longer be deployed in Tanzania
as initially planned and, therefore, were no longer needed.
Accordingly, the Directors have agreed early termination settlement
arrangements on the three aircraft as part of the Equity
Refinancing. These settlement arrangements, which include a return
condition waiver, release the Group from a nine year remaining
lease term subject to payment of current arrears and a three month
lease penalty.
The Company has entered into a conditional share sale agreement
with local management in Tanzania, regarding the sale of the
Company's interest in the holding company of fastjet Tanzania,
fastjet Air TZ (BVI). The Tanzania MBO is subject to certain
conditions precedent, including execution of a brand licence
agreement, a deed of adherence to fastjet Tanzania's shareholder's'
agreement, and an off-set agreement. The sale consideration is US$1
and, subject to the approval of certain specified members of the
Group, all debt owing to the Continuing Group will be forgiven on
the condition that, inter alia, (i) a letter is received on or
before 21 November 2018 from the Tanzanian Airport Authority and
Tanzania Civil Aviation Authority confirming that they have no lien
over the two Embraer 190 aircraft (the "Embraer 190s") sub-let to
fastjet Tanzania and (ii) the deregistration of both Embraer 190s
is achieved by 30 November 2018.
fastjet Mozambique
fastjet Mozambique is benefiting from strong market conditions
and is expected to deliver up to c.US$23.0 million of revenue in
2019. Subsequently, the Company is considering launching additional
routes in Mozambique. In addition, the expansion of the oil and gas
industry will yield additional inflows for the fastjet Mozambique
entity. As an outcome of the effective implementation of the new
routes, effective yield management and marketing, good government
relationships and a strategic partnership with the national flag
carrier, the Group expects to become cash positive in Mozambique in
2020.
fastjet Zimbabwe
fastjet Zimbabwe has recently returned to profitability and is
expected to deliver c.$33.0 million of revenue in 2019. However,
the key challenge remains accessing these domestic funds outside of
Zimbabwe, to settle hard currency suppliers. In order to mitigate
this, fastjet Zimbabwe intends to localise aircraft leasing costs
by acquiring four Embraer 145s for US$12.0 million to be satisfied
by the issue of new Ordinary Shares to Solenta, which would result
in c.US$220,000 per month hard currency outflow savings. This
initiative also should also support output growth in Mozambique and
Zimbabwe, which in turn provides supplementary hard-currency income
for Zimbabwe.
By owning the existing leased assets (as opposed to fixed
monthly lease cash outflows), along with utilising the Solenta
infrastructure in Mozambique (e.g. no fixed cost), fastjet has
flexibility to scale operations down materially in the event of
aggressive new competitor market-entry. Similarly, the four Embraer
145s represent an effective increase in available aircraft capacity
(previously three Embraer 145s used in active service and one as
backup), which will support the additional route rights received by
fastjet Zimbabwe allowing it to operate double-daily frequencies
between Harare and Bulawayo (previous authority was limited to one
daily flight), and support measured growth in Mozambique through
frequency increases on existing and/or new routes, as and when
required.
FedAir
In South Africa, FedAir generated revenue of US$3.7 million,
delivered trading profits of US$0.35 million (for the three months
ending September 2018) while providing a base from which the
fastjet brand can gradually enter the market during 2019. South
Africa is strategically important to fastjet given the relative
size of the South African aviation market (c.13 million domestic
passengers per annum), as well as the existence of strong trade and
tourism flows with the existing fastjet markets. fastjet's
management relationships and track record in South Africa, in
addition to the FedAir platform, support an expedient launch at the
appropriate time.
Trading updates
The Company announced on 26 September 2018 that it was
encouraged by trading in the Zimbabwean and Mozambique markets, but
the headroom of freely usable and available cash resources was
minimal and the Company's ability to continue as a going concern
remained very sensitive to its future funding requirement. The
Company noted that additional funding would be required by the end
of October to enable fastjet to continue operating.
The Company provided an update on 31 October 2018 notifying the
market that it continued to review its current cash requirements
and was able to continue operating beyond the end of October due to
some improvement in trading and cash generation.
The Company provided a further update on 9 November 2018,
announcing that it would be able to continue trading during
November due to some improvement in trading, cash generation and
internal efficiencies. The headroom available allowed the Company
further time to continue discussions with its major shareholders
and creditors.
As at 15 November 2018, the Group had cash balances of US$3.4
million, of which US$2.7 million is restricted cash held inside
Zimbabwe.
The Board considers that the Company will be able to continue
trading until the General Meeting.
3. Details of the Solenta Investment
The Company has today entered into the Heads of Agreement and
the Solenta Subscription Letter with Solenta pursuant to which the
Company and Solenta have agreed the terms and conditions on which
Solenta will invest a total of US$26.5 million in the Company by
subscribing for the Solenta Investment Shares at the Issue Price.
None of the Solenta Investment Shares are subject to a lock-in
arrangement. The Solenta Investment is comprised of the following
elements:
-- a GBP3.2 million (approximately US$4.1 million) cash
subscription by Solenta for 316,738,282 Solenta Investment Shares
at the Issue Price;
-- a debt for equity swap pursuant to which US$10 million of the
principal and all of the outstanding interest to 28 November 2018
(rounded down to US$446,750 to 28 November 2018) owed by the
Company to Solenta pursuant to a shareholder loan agreement dated 4
April 2018 (the "Existing Loan Agreement") will be capitalised and
subscribed in payment for 816,152,343 Solenta Investment Shares;
and
-- a subscription for US$12.0 million involving the acquisition
by the Group of the four Embraer 145s from Solenta (and associated
early termination lease charges) in payment for 937,421,875 Solenta
Investment Shares (the "Aircraft Acquisition"). Further details of
the Aircraft Acquisition are set out at Section 8 of this
Announcement.
The Solenta Investment remains conditional on:
a) the shareholders of the Company passing the Authorising Resolution;
b) the Existing Loan Agreement and the related security being
amended as set out in the Heads of Agreement and as summarised
below; and
c) the Company entering into a binding settlement agreement with
GECAS (or such other of its subsidiary companies who is the lessor)
as set out in the Heads of Agreement and as summarised below (the
"GECAS Settlement Agreement" and the "GECAS Condition").
Summary of amendments to the Existing Loan Agreement and the
related security under the Heads of Agreement
Pursuant to the Solenta Subscription Letter, the Existing Loan
Agreement is required to be amended so as to reduce the principal
amount from US$12 million to US$2.0 million with a lower interest
rate of 6 per cent. (currently at 8 per cent., and becoming 10 per
cent. in year two of the term) (the "Continuing Loan"). The
Continuing Loan in a principal amount of US$2.0 million shall
remain outstanding and shall be repayable only on or after 48
months from the date of the Admission and provided that, on a
consolidated basis, the Company and its subsidiary undertakings
have been trading profitably (i.e. profit before tax) for at least
a six-month consecutive period (the "Profitability Condition")
immediately preceding the expiry of such 48 month period and
otherwise only on such later date when the Profitability Condition
has been met. Where the Profitability Condition has been met at any
time on or after the expiry of 36 months following the date of
Admission, Solenta shall not unreasonably withhold its consent to a
prepayment in full of the Continuing Loan together with all accrued
and unpaid interest.
Pursuant to the terms of the Continuing Loan, the following
existing security under the Existing Loan Agreement shall remain in
effect, being: (i) a share charge over the Company's interest in
FedAir (held via Parrot); (ii) a charge over the Company's interest
in the "fastjet" brand; and (iii) a share charge over the Company's
existing 49 per cent. holding in fastjet Zimbabwe.
In substitution for the existing security required over the
three ATRs, the Company shall grant Solenta a first ranking share
pledge over the Company's 100 per cent. holding in Fastjet Africa
(such security to exclude fastjet Mozambique).
The Heads of Agreement further provide that:
(i) as part of these arrangements in respect of fastjet
Zimbabwe, the Company shall procure that the existing fastjet
Zimbabwe shareholders' agreement is amended to include the
following:
-- the Company shall exercise its existing option to acquire the
51 per cent. local Zimbabwean holding in fastjet Zimbabwe and
transfer such shares to a Zimbabwean company nominated by the
Company having consulted with Solenta. Such shareholding shall be
held by such nominee company subject to the call option arrangement
in favour of the Company that is currently in place in respect of
the 51 per cent. local Zimbabwe holding in fastjet Zimbabwe (the
"Call Option");
-- Solenta shall have a right to nominate such number of
individuals as is required to represent on the majority of the
board of directors of Fastjet Zimbabwe in the event of the
occurrence of either (a) an event of default under the Existing
Loan Agreement (as amended) which is continuing and provided that
there is also a material prejudice or jeopardy to the financial
position, business or assets of Fastjet Zimbabwe (or otherwise a
substantial and present risk of the occurrence of the same) and/or
(b) the Company is put into administration, liquidation or
subjected to any other similar proceedings (each such event
hereinafter referred to as a "Trigger Event");
-- suspension of the rights of the Company to exercise the Call
Option while the balance of the Continuing Loan is outstanding.
Furthermore, in the circumstances of the occurrence of a Trigger
Event, the Call Option shall be deemed to have been automatically
and unconditionally terminated and / or the benefit of the Call
Option deemed to have been immediately and unconditionally assigned
to Solenta;
-- a suspension of the rights of the Company or any of its group
companies to seek any repayment of its loans or to exercise the
right to convert the same into equity (which may have effect of
diluting the 51 per cent. local Zimbabwean shareholding of the
nominee company in fastjet Zimbabwe), until after the Continuing
Loan is repaid in full, except with the written prior consent of
the Investor. Such suspension shall continue to be in force so long
as the balance of the Continuing Loan is outstanding and in the
circumstances of the occurrence of a Trigger Event the outstanding
loan of the Company and/or its relevant group company(ies) shall be
deemed to have been immediately and unconditionally ceded in full
to the Investor; and
(ii) in relation to all Group companies subject to the amended
security (fastjet Zimbabwe, FedAir, Parrot and fastjet Africa), the
suspension of the rights of the Company or any of its Group
companies to seek any conversion into equity or repayment of any
intercompany loans and payables outstanding to the Company and/or
its Group companies, payable and outstanding from the companies
which form part of the amended security. Such suspensions shall
continue until the Continuing Loan is repaid in full and in the
circumstances of the occurrence of either (a) an event of default
under the Existing Loan Agreement (as amended) which is continuing
and provided that there is also a material prejudice or jeopardy to
the financial position, business or assets of the Company or any of
its group companies (or otherwise a substantial and present risk of
the occurrence of the same) and/or (b) the Company is put into
administration, liquidation or subjected to any other similar
proceedings, the outstanding loan of the Company and/or the
relevant group company(ies) shall be deemed to have been
immediately and unconditionally ceded in full to Solenta.
Summary of the GECAS Condition
Completion of the Solenta Subscription Letter is conditional on
the execution of the GECAS Settlement Agreement pursuant to which
GECAS shall amend the existing leases of the two Embraer 190s
leased to fastjet Africa. Such terms shall be approved by Solenta,
such approval not being unreasonably withheld or delayed in
circumstances where the agreement provides for full and final
settlement of all claims for a settlement amount which does not, in
effect. exceed the amounts provided by the Company for GECAS in its
provisions to cover major creditor settlements associated with the
decision to stop funding fastjet Tanzania and short-term hard
currency creditors.
Use of Solenta cash subscription
The proceeds of the cash subscription from the Solenta
Investment are to be solely used by the Company to fund Fastjet
Zimbabwe's foreign hard currency obligations and to pay the ALM
Settlement Amount.
Other settlement agreements
In accordance with the Heads of Agreement, the Company has
executed settlement agreements with certain creditors relating to
operations in Tanzania as a consequence of the Company's decision
to cease funding fastjet Tanzania (as announced on 26 September
2018). Under the terms of one of the settlement agreements, the
Company may be required to convert a debt of US$1.7 million owed to
a creditor into new Ordinary Shares in the event that the Group on
a consolidated basis has not been profitable (calculated in
accordance with IFRS) for the six month period ending 30 June
2019.
In connection with the Aircraft Acquisition, the Company has
also entered into a settlement agreement with Solenta and one of
the Company's subsidiaries, Aircraft and Facilities Limited
("AFL"), pursuant to which the facility agreement entered into
between AFL and Solenta on 23 January 2017 (the "Facility
Agreement") shall be terminated (the "AFL Settlement Agreement").
Completion of the AFL Settlement Agreement and termination of the
Facility Agreement is conditional on: (i) the Group (including AFL)
paying all amounts due under the Facility Agreement to Solenta;
(ii) the payment by fastjet to Solenta of a three month lease
termination fee of US$495,000 in relation to three Embraer 145s
leased to the Company pursuant to the terms of the Facility
Agreement (such early termination fee is to be released in part
satisfaction of Solenta's participation in the Solenta Investment);
and (iii) the entry by the parties to the Facility Agreement into a
new agreement by 31 December 2018 pursuant to which Solenta shall
provide similar services and discounts to the Group as currently
provided under the Facility Agreement. Following completion of the
AFL Settlement Agreement, the Company shall release to Solenta
those of its Ordinary Shares that have been held in escrow pending
service delivery under the Facility Agreement.
4. Details of the Placing
The Company has entered into a placing agreement (the "Placing
Agreement") with Liberum on customary terms and conditions pursuant
to which Liberum has conditionally agreed, as agent for the
Company, to use its reasonable endeavours to procure Placees for
the Placing Shares at the Issue Price. The Placing is being
conducted by way of an Accelerated Bookbuild led by Liberum as sole
bookrunner. The Company has agreed to settle fees of US$2.0 million
owing by the Company to Liberum of the Liberum Shares at the Issue
Price.
The Issue Price of one penny per Placing Share represents a 39
per cent. discount to the closing middle market price of 1.65 pence
per Ordinary Share on 16 November 2018.
The Placing and the issue of the Placing Shares are conditional,
inter alia, upon the passing of the Authorising Resolution at the
General Meeting; the Solenta Subscription Letter becoming
unconditional in all respects save for Admission; none of the
warranties in the Placing Agreement being untrue, inaccurate or
misleading; the Placing Agreement not having been terminated in
accordance with its terms; and Admission being effective by no
later than 8.00 a.m. on 10 December 2018 (or such later date as the
Company and Liberum may agree (being not later than 8.00 a.m. on 24
December 2018).
The books for the Accelerated Bookbuild will open immediately
following this Announcement. The books are expected to close no
later than 6.30 p.m. (London) today. The timing of the closing of
the books and the making of allocations may be accelerated or
delayed at Liberum's sole discretion. The Appendix to this
Announcement contains the detailed terms and conditions of the
Placing. The Placing is not being underwritten by Liberum or any
other person. Details of the number of Placing Shares conditionally
placed with institutional and other investors pursuant to the
Placing and gross proceeds will be announced as soon as practicable
after the close of the Accelerated Bookbuild process.
Qualifying investors who are invited, and who choose, to
participate in the Placing by making an oral and legally binding
offer to acquire Placing Shares, will be deemed to have read and
understood this Announcement in its entirety, including the
Appendix, and to be making such offer on the terms and subject to
the conditions contained herein and to be making the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement.
The Placing Shares will be issued credited as fully paid and
will rank pari passu with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions (if any)
declared, made or paid on or in respect of such shares after the
date of their issue.
Your attention is drawn to the detailed terms and conditions of
the Placing described in the Appendix to this Announcement (which
forms part of this Announcement).
5. Principal terms of the Open Offer
Subject to the fulfilment of the conditions set out below,
holders of Existing Ordinary Shares (excluding Solenta, and
shareholders in the Company who are expected to participate in the
Placing and certain other Shareholders who have agreed to not
participate in the Open Offer who, in aggregate, hold 88.4 per
cent. of the Existing Ordinary Shares) (the "Qualifying
Shareholders") are being given the opportunity to subscribe for new
Ordinary Shares under the Open Offer ("Open Offer Shares") at the
Issue Price pro rata to their holdings of Existing Ordinary Shares
on the record date on the basis of:
57 Open Offer Shares for every 10 Existing Ordinary Shares
Entitlements under the Open Offer ("Open Offer Entitlements")
will be rounded down to the nearest whole number of Open Offer
Shares.
Assuming full take-up under the Open Offer, the issue of the
Open Offer Shares will raise further gross proceeds of
approximately GBP4.1 million (approximately US$5.3 million) for the
Company. The Open Offer is not underwritten.
Following the issue of the Placing Shares, the Liberum Shares
and Solenta Investment Shares pursuant to the Equity Refinancing
(and assuming the Open Offer is taken up in full), Qualifying
Shareholders who take up their full entitlements in respect of the
Open Offer will undergo a dilution of up to 15 per cent. to their
interests in the Company because of the Solenta Investment.
Qualifying Shareholders who do not take up any of their full
entitlements in respect of the Open Offer will experience a greater
dilution to their interests in the Company.
The Open Offer is conditional, inter alia, on (i) the completion
of the Equity Refinancing and (ii) the Solenta Subscription Letter
becoming unconditional in all respects.
If the Open Offer does not proceed any applications made by
Qualifying Shareholders will be rejected and application monies
will be returned without payment of interest as soon as
practicable. The Open Offer Shares will, upon issue, rank pari
passu with the Placing Shares, the Liberum Shares, the Solenta
Investment Shares and the Existing Ordinary Shares and therefore
rank equally for all dividends or other distributions declared,
made or paid after their date of issue. No temporary documents of
title will be issued.
Qualifying Shareholders with holdings of Existing Ordinary
Shares in both certificated and uncertificated form will be treated
as having separate holdings for the purpose of calculating the Open
Offer Entitlements.
It should be noted that the Open Offer is not a rights issue.
Accordingly, the application form in respect of the Open Offer is
not a document of title and cannot be traded. Any Open Offer Shares
not applied for under the Open Offer will not be sold in the market
or placed for the benefit of Qualifying Shareholders who do not
take up their rights to subscribe under the Open Offer.
Details and timetable of the Open Offer will be set out in the
Circular and the timetable for the Open Offer will also be
announced to the market at that time.
6. Uses of the Equity Refinancing
The Company intends to use the Equity Refinancing to restructure
the balance sheet by bringing current creditors up to date and
significantly reducing the long term debt burden and the associated
servicing costs; support the incurred costs required to settle
Continuing Group liabilities arising from the decision to stop all
funding to fastjet Tanzania; and provide sufficient working capital
until the end of 2019.
The Board intends to apply the proceeds of the Equity
Refinancing as follows:
-- US$12.0 million of equity issued to Solenta for the
acquisition of four Embraer 145s (and associated early termination
lease charges) to be deployed in Zimbabwe, as fastjet intends to
localise assets; US$10.4 million of equity issued to convert a
significant portion of long term debt from Solenta (total principal
debt of US$12.0 million), reducing the Company's indebtedness to
Solenta and the associated servicing costs;
-- US$6.6 million of cash to settle all current short-term hard currency creditors;
-- up to US$3.7 million of cash to cover major creditor
settlements associated with the decision to stop funding to fastjet
Tanzania;
-- US$2.8 million of cash to fund Mozambique losses, as
operations remain in early stage development;
-- US$2.5 million of cash to settle hard currency creditors in
Zimbabwe, providing contingency for currency repatriation;
-- US$2.0 million of equity to settle the Professional Fees Payment; and
-- up to US$5.3 million for general working capital purposes
across the Group depending on uptake of the Open Offer.
7. Trading and Outlook
Trading for the four months ending October 2018 reflected
improving results for fastjet's Zimbabwean and Mozambique
businesses, with these businesses delivering an improvement of 10
per cent. and 21 per cent. respectively in revenue per available
seat, when compared to H1 of this year (ending June 2018). Zimbabwe
is traded profitably for the four-months ending October 2018 whilst
Mozambique, a new market, is developing according to
expectations.
Trading within FedAir, fastjet's South African platform, for the
nine months ending September 2018 has been according to management
expectations, with the Company delivering a pre-tax profit margin
of 9.5 per cent. on turnover of $9.2 million.
Trading in Tanzania for the period July to October 2018 has been
impacted by additional capacity being added by Air Tanzania at
below cost yields and ongoing delays in route approvals experienced
in the country, serving to delay the originally anticipated
deployment of ATRs by fastjet in Tanzania. Accordingly, whilst the
Company was able to grow average fares by 31 per cent., load
factors declined from the 74 per cent. achieved in H1 2018 to 63
per cent. for the four months to October 2018.
From a forward-looking perspective load factors and average
fares in Zimbabwe, Mozambique and South Africa are expected to be
strong during the seasonally higher demand in late-November and
December trading periods. Although marginal upward cost-pressure
may be expected due to upwards trends in global oil prices, higher
average fares expected during the period through to 31 December
2018 is expected to offset increases in fuel prices.
As announced by the Company on 29 June 2018, in order to help
the working capital shortfall resulting from the unforeseen events
in 2017, the Company entered into unsecured loan agreements with
Annunaki and SSCG. The loan agreements were on commercial terms and
allowed the Company to lend US$5 million cash from fastjet Zimbabwe
to Annunaki in return for a US$2 million loan to fastjet from SSCG
for general working capital purposes across the Group (the
"Unsecured Loans"). The Unsecured Loans are payable by the Company
in December 2018. The Company confirms that it is in discussions
with SSCG and Annunaki and expects that the terms of the Unsecured
Loans will be extended beyond December 2018.
In light of the proposed Equity Refinancing and current trading
of the Company, the Board intend to strengthen the composition of
the Board going forward.
8. Aircraft Acquisition
It is proposed that fastjet Zimbabwe or another Group company
acquires four Embraer 145s (three currently in use by the Group and
one available as back-up) from Solenta and settles three months'
early termination charges in consideration for the issue by the
Company to Solenta of 937,421,875 Solenta Investment Shares
credited as fully paid. The proposed transaction values the four
Embraer 145s (including the associated early termination lease
charges) at US$12.0 million.
Under the 2006 Act, shareholder approval is required for
arrangements under which a company buys or sells, or is to buy or
sell, a substantial non-cash asset (as defined in the 2006 Act)
from or to, amongst others, a person connected with a director of
the company. An asset is a substantial asset in relation to a
company within the meaning of the 2006 Act if its value exceeds
either (i) 10 per cent. of the company's asset value and is more
than GBP5,000 or (ii) GBP100,000. Solenta is a company connected
with Mark Hurst, a director of the Company. The Aircraft
Acquisition by the Group from Solenta will therefore require
Shareholders' approval and such approval has been included in the
Authorising Resolution.
9. Related Party Transactions
Solenta
Solenta is considered to be a related party to the Company by
virtue of Solenta being a "substantial shareholder" as defined in
the AIM Rules for Companies. As such, the Solenta Investment is
deemed to be a related party transaction as per the AIM Rules for
Companies.
Tanzania MBO
The members of the management team of fastjet Tanzania, (being
Hein Kaiser and Lawrence Masha), by virtue of being directors of a
subsidiary undertaking of the Company, are considered related
parties under the AIM Rules for Companies.
Fair and reasonable statement
The Directors (excluding Mark Hurst who has been appointed to
the Board by Solenta), having consulted with the Company's
nominated adviser, Liberum, consider that the terms of the Solenta
Investment and the Placing are fair and reasonable insofar as the
Company is concerned.
All of the Directors, having consulted with the Company's
nominated adviser, Liberum, consider that the terms of the Tanzania
MBO are fair and reasonable insofar as the Company is
concerned.
10. Working capital
The Directors believe that following receipt of the proceeds of
the Equity Refinancing and the Open Offer, the Company will have
sufficient working capital to finance its operations for at least
the next 12 months following Admission.
11. Rule 9 of the Code
The Code is issued and administered by the Panel. The Code and
the Panel operate to ensure fair and equal treatment of
shareholders in relation to takeovers, and also provide an orderly
framework within which takeovers are conducted. The Code applies to
the Company, and as such its shareholders are entitled to the
protections afforded by the Code.
Under Rule 9 of the Code, where any person acquires, whether by
a series of transactions over a period of time or by one specific
transaction, an interest (as defined in the Code) in shares which
(taken together with shares in which he is already interested and
in which persons acting in concert with him are interested) carry
30 per cent., or more of the voting rights of a company that is
subject to the Code, that person is normally required by the Panel
to make a general offer to all remaining shareholders of that
company to acquire their shares.
Similarly, where any person, together with persons acting in
concert with him, is interested in shares which in aggregate carry
not less than 30 per cent., of the voting rights of a company, but
does not hold shares carrying more than 50 per cent., of the voting
rights of that company and such person or any such person acting in
concert with him acquires an interest in any other shares which
increases the percentage of shares carrying voting rights in which
he is interested, such person or persons acting in concert with him
will normally be required to make a general offer to all remaining
shareholders to acquire their shares.
An offer under Rule 9 of the Code must be made in cash and at
the highest price paid by the person required to make the offer, or
any person acting in concert with him, for any interest in shares
of the company during 12 months prior to the announcement of the
offer.
Under Note 1 of the Notes of the Dispensations from Rule 9, the
Panel will normally waive the requirement for a general offer to be
made in accordance with Rule 9 if, inter alia, those shareholders
of the company who are independent of the person who would
otherwise be required to make an offer and any person acting in
concert with him and do not have any interest in the transaction
which may compromise their independence (the "Independent
Shareholders") pass an ordinary resolution on a poll at a general
meeting (a "Whitewash Resolution") approving such a waiver.
Under Note 5 of the Notes of the Dispensations from Rule 9, the
Panel may waive the requirement for a "Whitewash" resolution to be
considered at a general meeting (and for a circular to be prepared
in accordance with Section 4 of Appendix 1 to the Code) if
Independent Shareholders holding more than 50 per cent. of the
company's shares capable of being voted on such a resolution
confirm in writing that they approve such a waiver and would vote
in favour of a Whitewash Resolution were one to be put to the
shareholders of the company at a general meeting.
The effect of the Solenta Investment on Solenta's interests in
Ordinary Shares will be as set out in the table below:
Number Percentage New Ordinary Number of Percentage Percentage
of Existing of Issued Shares Ordinary of Issued of Issued
Ordinary Voting to be issued Shares held Voting Shares Voting Shares
Shares Shares through following in the Enlarged in the Enlarged
held the Solenta the Equity Share Capital Share Capital
Investment Refinancing following following
the Equity the Equity
Refinancing Refinancing
and Open
Offer*
Solenta 185,192,066 29.8% 2,070,312,500 2,255,504,566 60.2% 54.3%
*assuming take-up in full of the Open Offer
The Company has obtained confirmation in writing from the
following independent Shareholders, who in aggregate hold
281,645,826 Ordinary Shares in the Company representing 64.7 per
cent. of the Ordinary Shares being capable of being voted on a
"Whitewash" resolution, that each of the independent Shareholders
approves such a waiver and would, amongst other things, vote in
favour of the Whitewash Resolution were such a resolution to be put
to Shareholders at a general meeting:
Shareholder Number of Existing Voting rights Voting rights
Ordinary Shares in Existing Ordinary in Existing Ordinary
held Shares (excluding Shares (excluding
shares held in shares held by
treasury) (%) Solenta and in
treasury (%))
M&G Investment
Management 123,501,153 19.9 28.4
Majedie Asset Management 61,628,285 9.9 14.2
Janus Henderson
Investors 58,693,665 9.5 13.5
JO Hambro Capital
Management 37,822,723 6.1 8.7
-------------------------- ------------------- ---------------------- ----------------------
Total 281,645,826 45.4 64.7
-------------------------- ------------------- ---------------------- ----------------------
Accordingly, the Panel Executive has waived the requirement for
Solenta to make a general offer under Rule 9 of the Code to the
extent that such obligation would otherwise arise as a result of
the issue of up to 2,070,312,500 Solenta Investment Shares to
Solenta pursuant to the Solenta Investment.
By virtue of the fact that, as consequence of the Solenta
Investment, Solenta will hold more than 50 per cent. of the voting
rights of the Company, Solenta will be able to acquire further
interests in Ordinary Shares without incurring any obligation to
make a general offer under Rule 9.1 of the Code.
12. Application for Admission to trading on AIM
Application will be made to the London Stock Exchange for the
New Shares to be admitted to trading on AIM. The New Shares will
rank pari passu in all respects 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 following Admission.
It is expected that the Admission will become effective and that
dealings for normal settlement in the New Shares on AIM will
commence at 8.00 am on 10 December 2018.
13. General Meeting
The Circular which will contain a notice convening a General
Meeting of the Company, which is expected 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 expected to be sent to
Shareholders on 21 November 2018. A copy of the Circular will also
be made available at the Company's website, (www.fastjet.com).
14. Directors' Recommendation
The Directors (excluding Mark Hurst who has been appointed to
the Board by Solenta) consider the Equity Refinancing and the Open
Offer to be in the best interests of the Company and its
Shareholders as a whole and recommend that Shareholders vote in
favour of all the resolutions proposed at the General Meeting but,
in particular, the Authorising Resolution.
Nico Bezuidenhout and Robert Burnham, Directors who are also
Shareholders and therefore able to vote, have confirmed their
intention to vote in favour of the resolutions to be proposed at
the General Meeting in respect of their combined holdings which
total 125,994 Existing Ordinary Shares, representing approximately
0.02 per cent. of the Existing Ordinary Shares (excluding treasury
shares).
Information to Distributors
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 the 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, Liberum 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX I: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU
PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES
ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE)
(THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM, PERSONS
WHO ARE QUALIFIED INVESTORS AND: (I) "INVESTMENT PROFESSIONALS"
WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER); (II)
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER; OR
(III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS).
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPIX 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
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER
OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. NO OFFERING OF SECURITIES IS
BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER
CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING
SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making (or on whose behalf there is made) an oral or
written offer to subscribe for Placing Shares (the Placees), will
be deemed to have read and understood this Announcement, including
this Appendix, in its entirety and to be making such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular each such Placee represents, warrants and
acknowledges to the Company and the Bookrunner that:
1. it is a Relevant Person (as defined above) 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;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Bookrunner has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
3. it is acquiring the Placing Shares in an "offshore
transaction" as defined in and pursuant to Regulation S under the
Securities Act; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix.
The Company and the Bookrunner will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and
agreements.
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction in which such offer or solicitation is or may be
unlawful. This Announcement and the information contained herein is
not for publication or distribution, directly or indirectly, to
persons in the United States, Australia, Canada, Japan or the
Republic of South Africa or in any other jurisdiction in which such
publication or distribution is unlawful. Persons into whose
possession this Announcement may come are required by the Company
to inform themselves about and to observe any restrictions of
transfer of this Announcement. No public offer of securities of the
Company is being made in the United Kingdom, the United States or
elsewhere.
In particular, the Placing Shares referred to in this
Announcement have not been and will not be registered under the
Securities Act or any 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 or otherwise transferred
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and the securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold only outside the United States in accordance with
Regulation S.
The relevant clearances have not been, 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 or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws
of any state, province or territory of Australia, Canada, Japan or
the Republic of South Africa. Accordingly, the Placing 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 Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
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.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) on whose behalf a commitment to subscribe for Placing
Shares has been given.
Details of the Placing Agreement and the Placing Shares
Liberum has entered into the Placing Agreement with the Company
under which Liberum has conditionally agreed on the terms and
subject to the conditions set out therein, as agent for the
Company, to use its reasonable endeavours to place the Placing
Shares at the Issue Price with certain institutional investors. The
Placing is not being underwritten by Liberum or any other
person.
The number of Placing Shares at the Issue Price will be
determined following completion of the Accelerated Bookbuild as set
out in this Announcement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid on or in respect of
the Existing Ordinary Shares after the date of issue of the Placing
Shares.
The Company has agreed that it will not, for 180 days following
the date of this Announcement, issue or agree to issue new Ordinary
Shares or grant any subscription, conversion rights or other equity
securities save with the prior written consent of Liberum.
Application for admission to trading
Application will be made for admission of the Placing Shares to
trading on AIM. It is expected that settlement of any such shares
and Admission will become effective on or around 8.00 am on 10
December 2018 and that dealings in the Placing Shares will commence
at that time.
Accelerated Bookbuild
The Bookrunner will today commence an Accelerated Bookbuilding
process in respect to the Placing to determine demand for
participation in the Placing by any Placees at the Issue Price.
This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Accelerated Bookbuild. No
commissions will be paid to Placees or by Placees in respect of any
Placing Shares.
The Bookrunner and the Company shall be entitled to effect the
Placing (in whole or in part) by such alternative method to the
Accelerated Bookbuild as they may, in their sole discretion,
determine.
Participation in, and principal terms of, the Placing
1. Liberum is acting as nominated adviser and Bookrunner to the
Placing, as agent for and on behalf of the Company. Liberum is
authorised and regulated by the FCA, is acting exclusively for the
Company and no one else in connection with the matters referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the
customers of Liberum or for providing advice in relation to the
matters described in this Announcement.
2. The Bookrunner is arranging the Accelerated Bookbuild and
Placing as an agent of the Company.
3. Participation in the Accelerated Bookbuild will only be
available to persons who may lawfully be, and are, invited to
participate by the Bookrunner. The Bookrunner and its affiliates
are entitled to enter bids in the Accelerated Bookbuild as
principal.
4. The Accelerated Bookbuild will establish the number of
Placing Shares to be issued at the Issue Price, which will be
agreed between the Bookrunner and the Company following completion
of the Accelerated Bookbuild. The number of Placing Shares will be
announced on a Regulatory Information Service following the
completion of the Accelerated Bookbuild.
5. To bid in the Accelerated Bookbuild, prospective Placees
should communicate their bid by telephone to their usual sales
contact at Liberum. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the
Issue Price. Bids may be scaled down by the Bookrunner on the basis
referred to paragraph 9 below.
6. The Accelerated Bookbuild is expected to close no later than
6.30 p.m. (London) today but may be closed earlier or later at the
discretion of the Bookrunner. The Bookrunner may, in agreement with
the Company, accept bids that are received after the Accelerated
Bookbuild has closed.
7. Each Placee's allocation will be confirmed to Placees orally,
or by email, by the Bookrunner whom they contact following the
close of the Accelerated Bookbuild and a trade confirmation or
contract note will be dispatched as soon as possible thereafter.
The Bookrunner's oral or emailed 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 the
Bookrunner and the Company, under which it agrees to subscribe for
the number of Placing Shares allocated to it at the Issue Price on
the terms and conditions set out in this Appendix (which are deemed
to be incorporated in such trade confirmation or contract note) and
in accordance with the Articles.
8. The Company will make a further announcement following the
close of the Accelerated Bookbuild detailing the number of Placing
Shares to be issued at the Issue Price.
9. Subject to paragraphs 5 and 6 above, the Bookrunner may
choose to accept or reject bids, either in whole or in part, on the
basis of allocations determined at its discretion (in consultation
with the Company) and may scale down any bids for this purpose on
such basis as they may determine. The Bookrunner may also,
notwithstanding paragraphs 5 and 6 above, 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 Accelerated
Bookbuild has closed to any person submitting a bid after that
time.
10. A bid in the Accelerated Bookbuild will be made on the terms
and subject to the conditions in this Announcement and will be
legally binding on the Placee on behalf of which it is made and,
except with the consent of the Bookrunner, 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 Bookrunner, to pay to the
Bookrunner (or as the Bookrunner may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of
Placing Shares for which such Placee has agreed to subscribe. Each
Placee's obligations will be owed to the Bookrunner.
11. Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunner 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.
12. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is 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".
13. All obligations under the Accelerated Bookbuild and Placing
will be subject to fulfilment 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 "Right to terminate
under the Placing Agreement".
14. By participating in the Accelerated 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.
15. To the fullest extent permissible by law and the applicable
rules of the FCA, neither Liberum nor any of its affiliates shall
have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a
recipient of these terms and conditions) in respect of the Placing.
Each Placee acknowledges and agrees that the Company is responsible
for the allotment of the Placing Shares to the Placees and the
Bookrunner shall have no liability to the Placees for the failure
of the Company to fulfil those obligations. In particular, neither
Liberum nor any of its affiliates shall have any liability
(including to the extent permissible by law, any fiduciary duties)
in respect of the Bookrunner's conduct of the Accelerated Bookbuild
or of such alternative method of effecting the Placing (in whole or
in part) as the Bookrunner and the Company may agree.
Conditions of the Placing
Completion of the Placing is conditional on, inter alia:
(a) the passing of the authorising resolutions at the General
Meeting of the Company expected to be held on 7 December 2018;
(b) the Company having complied with its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to Admission;
(c) none of the warranties in the Placing Agreement being
untrue, inaccurate or misleading;
(d) the Solenta Subscription Letter becoming unconditional in all respects;
(e) the Placing Agreement not having been terminated in accordance with its terms; and
(f) Admission becoming effective by no later than 8.00 a.m. on
10 December 2018 (or such later date as the Company and the
Bookrunner may agree (being not later than 8.00 am on 24 December
2018).
If: (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
the Bookrunner by the respective time or date where specified (or
such later time or date as the Company and the Bookrunner may
agree, but not being later than 8.00 am on 24 December 2018); (ii)
any of such conditions becomes incapable of being fulfilled; or
(iii) the Placing Agreement is terminated in its entirety in the
circumstances specified below, the Placing will lapse and the
Placee's 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 the Placee against the
Bookrunner in respect thereof.
The Bookrunner may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, 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 condition relating to Admission taking place
may not be waived. Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.
Neither Liberum nor the Company 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 they 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
they 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 Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to
terminate its obligations under the Placing Agreement by giving
notice to the Company in certain circumstances, including, inter
alia:
(a) a breach of the warranties given by the Company in the Placing Agreement; or
(b) a material breach by the Company of any of its obligations
under the Placing Agreement; or
(c) in the Bookrunner's opinion, there having been a material
adverse change in the financial position, business or prospects of
the Group; or
(d) the occurrence of a force majeure event which, in the
opinion of the Bookrunner, makes it impractical or inadvisable to
proceed with the Placing.
Following Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Placing of the
Placing Shares. The rights and obligations of the Placees shall
terminate only in the circumstances described in these terms and
conditions and will not be subject to termination by the Placee or
any prospective Placee at any time or in any circumstances. By
participating in the Placing, Placees agree that the exercise by
the Bookrunner of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion
of the Bookrunner, and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever
in connection with any such exercise.
No Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require a prospectus in the United Kingdom or in any
other jurisdiction. No offering document, admission document or
prospectus has been or will be submitted to be approved by the FCA
in relation to the Placing, and any Placees' commitments will be
made solely on the basis of the information contained in the
Announcement (including this Appendix) and the Exchange Information
(as defined further below).
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms that it has neither
received nor relied on any other information (other than the
Exchange Information), representation, warranty, or statement made
by or on behalf of the Company or Liberum or any other person and
neither the Bookrunner nor the Company nor 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 and, if
given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by any
of the Bookrunner, the Company, or their respective officers,
directors, employees or agents.
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 Bookrunner is 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. No Placee should 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 the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
GB00BWGCH354) following Admission will take place within the system
administered by Euroclear UK & Ireland Limited (CREST) provided
that, subject to certain exceptions, the Bookrunner reserves 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 possible or
practicable within CREST within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
Following the close of the Accelerated Bookbuild, each Placee
allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note in accordance with the standing
arrangements in place with the Bookrunner, stating the number of
Placing Shares allocated to it at the Issue Price, the aggregate
amount owed by such Placee to the Bookrunner (in GBP) and
settlement instructions. 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
Bookrunner.
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 (2) percentage points above LIBOR as
determined by the Bookrunner.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Bookrunner 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 Bookrunner'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 for any shortfall below the aggregate amount
owed by it and may be required to bear any stamp duty or stamp duty
reserve tax or securities transfer 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 Bookrunner all such authorities and
powers necessary to carry out any such sale and agrees to ratify
and confirm all actions which the Bookrunner lawfully takes in
pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
or contract note 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 as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Company and the
Bookrunner:
1. represents and warrants that it has read and understood this
Announcement, including the Appendix, in its entirety and that its
subscription for Placing Shares is subject to and based upon all
the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement;
2. acknowledges that no offering document, admission document or
prospectus has been prepared in connection with the Placing and
represents and warrants that it has not received and will not
receive a prospectus, admission document or other offering document
in connection therewith;
3. acknowledges that the Existing Ordinary Shares are admitted
to trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
AIM Rules and EU Regulation 596/2014 (collectively "Exchange
Information");
4. acknowledges that none of Liberum, the Company, any of their
respective affiliates or any person acting on behalf of any of them
has provided, and will not provide it, with any material regarding
the Placing Shares or the Company other than this Announcement; nor
has it requested any of Liberum, the Company, any of their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
5. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company, and that none of
Liberum, their respective affiliates or any person acting on behalf
of any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or concurrently published by or on behalf of
the Company, 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 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 representations, warranties or statements made by any of
Liberum or the Company, or, if received, it has not relied upon any
such information, representations, warranties or statements
(including any management presentation that may have been received
by any prospective Placee) and neither Liberum 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 solely on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Placing and it will not
rely on any investigation that Liberum, its affiliates or any
person acting on behalf of any of them has or may have
conducted;
6. represents and warrants that it has neither received nor
relied on any unpublished price sensitive information concerning
the Company in accepting this invitation to participate in the
Placing;
7. acknowledges that none of Liberum, its affiliates or any
person acting on behalf of any of them has or shall have any
liability for the Exchange Information, any publicly available or
filed information or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
8. represents and warrants that it is acquiring the Placing
Shares in an "offshore transaction" as defined in and pursuant
Regulation S under the Securities Act;
9. acknowledges that it is acquiring the Placing Shares for its
own account or for one or more accounts for which, in each case, it
exercises sole investment discretion, for investment purposes and
not with a view to any distribution or for resale in connection
with, the distribution thereof in whole or in part, in the United
States and that it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
10. acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or with any state or
other jurisdiction of the United States, nor approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other United
States regulatory authority, and agrees not to reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
11. unless otherwise specifically agreed in writing with
Liberum, represents and warrants that neither it nor the beneficial
owner of such Placing Shares will be a resident of the United
States, Australia, Canada, Japan or the Republic of South
Africa;
12. acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of the United
States, Australia, Canada, Japan or the Republic of South Africa
and, subject to certain exceptions, may not be offered, sold, taken
up, renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
13. represents and warrants that the issue 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 the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer Placing Shares into a clearance system;
14. represents and warrants that: (i) it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 and (ii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, 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 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 and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Bookrunner such evidence, if
any, as to the identity or location or legal status of any person
which the Bookrunner may request from it in connection with the
Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s)
to which any person is subject or otherwise) in the form and manner
requested by the Bookrunner on the basis that any failure by it to
do so may result in the number of Placing Shares that are to be
purchased by it or at its direction pursuant to the Placing being
reduced to such number, or to nil, as the Bookrunner may decide at
its sole discretion;
15. if a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased 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 a
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors, or in
circumstances in which the prior consent of the Bookrunner has been
given to the offer or resale;
16. represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six (6) months from Admission,
will not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business 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 the Financial Services and Markets Act 2000
(FSMA);
17. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business 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 European Economic Area within the meaning
of the Prospectus Directive;
18. represents and warrants 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 which do not require the
approval of the communication by an authorised person under section
21(1) of the FSMA;
19. represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
20. if in a Member State of the European Economic Area, unless
otherwise specifically agreed with Liberum in writing, represents
and warrants that it is a Qualified Investor within the meaning of
the Prospectus Directive;
21. if in the United Kingdom, represents and warrants that it is
a Qualified Investor and a person: (i) who is an investment
professionals within the meaning of Article 19(5) of the Order;
(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 be lawfully
communicated;
22. represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of
all relevant jurisdictions and that it has all necessary capacity
and has obtained all necessary consents and authorities and taken
any other necessary actions to enable it to commit to this
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;
23. where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Placing Shares for each
managed account; (b) to make on its behalf the representations,
warranties, acknowledgements, undertakings and agreements in this
Appendix and the Announcement of which it forms part; and (c) to
receive on its behalf any investment letter relating to the Placing
in the form provided to you by the Bookrunner;
24. undertakes 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, failing which the relevant Placing Shares may be placed
with other subscribers or sold as the Bookrunner may in its sole
discretion determine and without liability to such Placee and it
will 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 the liability for any stamp duty or stamp duty
reserve tax or security transfer tax (together with any interest or
penalties due pursuant to or referred to in these terms and
conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf;
25. acknowledges that none of Liberum, its affiliates, or any
person acting on behalf of any of them, is making any
recommendations to it, advising it regarding the suitability 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 treated for these purposes as a client of Liberum
and that Liberum has no duties or responsibilities to it for
providing the protections afforded to its 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 any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
26. undertakes that the person whom it specifies for
registration as the holder of the Placing Shares will be (i) itself
or (ii) its nominee, as the case may be. None of Liberum nor the
Company will be responsible for any liability to stamp duty or
stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such
Placee agrees to participate in the Placing and it agrees to
indemnify the Company, Liberum in respect of the same on the basis
that the Placing Shares will be allotted to the CREST stock account
of Liberum who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions 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 Company or Liberum 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;
28. acknowledges that time shall be of the essence as regards to
obligations pursuant to this Appendix to the Announcement;
29. agrees it will be bound by the terms of the Company's Articles of Association;
30. agrees that the Company, Liberum, and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Bookrunner on their own behalf
and on behalf of the Company and are irrevocable and are
irrevocably authorised to produce this Announcement or a copy
thereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered
hereby;
31. agrees to indemnify on an after-tax basis and hold the
Company, Liberum and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
32. acknowledges that no action has been or will be taken by any
of the Company, Liberum or any person acting on behalf of the
Company or Liberum 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;
33. acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is
aware that it may be required to bear, and it, and any accounts for
which it may be acting, are able to bear, the economic risk of, and
is able to sustain, a complete loss in connection with the Placing.
It has relied upon its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved; and
34. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or
contract note will continue notwithstanding any amendment that may
in future be made to the terms 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 conduct of the Placing.
The representations, warranties, acknowledgments and
undertakings contained in this Appendix are given to the Bookrunner
for itself and on behalf of the Company and are irrevocable.
The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to a subscription by it and/or such person
direct from the Company for the Placing Shares in question. Such
agreement assumes that the Placing Shares are not being subscribed
for in connection with arrangements to issue depositary receipts or
to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other
subsequent dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor
Liberum will be responsible, and the 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 UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty
or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and Liberum in the
event that any of the Company and/or Liberum has incurred any such
liability to UK stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and notify the
Bookrunner accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that the Bookrunner does not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Liberum or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Bookrunner, any money held in an account with the
Bookrunner 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
Bookrunner's money in accordance with the client money rules and
will be used by the Bookrunner in the course of their own business
and the Placee will rank only as a general creditor of the
Bookrunner.
All times and dates in this Announcement may be subject to
amendment. The Bookrunner shall notify the Placees and any person
acting on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit
forecast, and no statement in 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 Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
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.
APPIX II
DEFINITIONS
2006 Act the UK Companies Act 2006
Accelerated Bookbuild the Placing which is being conducted by
way of an accelerated bookbuild
Admission the admission to trading on AIM of the
New Shares, which is expected to take place
on 10 December 2018
AFL Aircraft and Facilities Limited
AFL Settlement Agreement the settlement agreement dated 16 November
2018 between (i) the Company, (ii) Solenta
and (iii) AFL relating to the Facility
Agreement
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
AIM Rules for Nominated the rules for nominated advisers to AIM
Advisers companies, as published and amended from
time to time by the London Stock Exchange
Aircraft Acquisition the proposed acquisition by the Group of
four (4) Embraer aircraft currently in
use by the Group from Solenta (and associated
early termination lease charges) in consideration
for the issue by the Company to Solenta
Aviation of the Aircraft Acquisition Shares
credited as fully paid, valuing such acquisition
at US$12 million
Annunaki Annunaki Investments (Private) Limited
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
Articles the articles of association of the Company
as at the date of this Announcement, as
amended from time to time
ATRs the ATR 72-600 aircraft
Authorising Resolution the resolution to be put to Shareholders
at the General Meeting to approve the Equity
Refinancing and the Open Offer
Board or Directors the directors of fastjet
Bookrunner Liberum
Business Day any day on which banks are usually open
in England and Wales for transaction of
business, other than a Saturday, Sunday
or public holiday
Code the City Code on Takeovers and Mergers
issued by the Panel
Company or fastjet fastjet Plc
Continuing Group the Group excluding its interest in fastjet
Tanzania following the completion of the
Tanzania MBO
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 member a person who has been admitted by Euroclear
UK and Ireland as a system-member (as defined
in the CREST Regulations)
CREST participant a person who is, in relation to CREST,
a system participant (as defined in the
CREST Regulations)
CREST Regulations the Uncertificated Securities Regulations
2001, as amended
Embraer 145s the Embraer 145 aircraft
Embraer 190s the Embraer 190 aircraft
Enlarged Share Capital the issued ordinary share capital of the
Company immediately following Admission
Equity Refinancing together, the Placing, the Professional
Fees Payment and the Solenta Investment
Euroclear UK & Ireland Euroclear UK & Ireland Limited, the operator
of CREST
Existing Loan Agreement the existing loan in the principal amount
of US$12 million from Solenta to the Company
made pursuant to the shareholder loan facility
agreement dated 4 April 2018
Existing Ordinary the 620,652,894 Ordinary Shares in issue
Shares as at the date of this Announcement
Facility Agreement the facility agreement dated 23 January
2017 between (i) AFL and (ii) Solenta
fastjet Africa fastjet Africa (Proprietary) Limited
fastjet Mozambique fastjet Mozambique Limited
fastjet Tanzania fastjet Airlines Limited
fastjet Zimbabwe fastjet Zimbabwe (Private) Limited
FCA the Financial Conduct Authority of the
United Kingdom
FedAir Federal Airlines Proprietary Limited
FSMA the Financial Services and Markets Act
2000, as amended
GECAS GE Capital Aviation Services
GECAS Condition the Company entering into a binding settlement
agreement with GECAS (or other of its subsidiary
companies)
General Meeting the general meeting of Shareholders which
is expected 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
GECAS Settlement a legally binding settlement agreement
Agreement between GECAS and the Company
Group the Company, together with its subsidiary
undertakings
Heads of Agreement the heads of agreement between the Company
and Solenta Aviation dated 16 November
2018 in connection with the Solenta Investment
ISIN International Securities Identification
Number
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
Notice of General the notice of General Meeting which will
Meeting be set out in the Circular
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
Panel the Panel on Takeovers and Mergers
Parrot Parrot Aviation Proprietary Limited
Placing the conditional placing of the Placing
Shares at the Issue Price by Liberum as
described in this Announcement
Placing Agreement the conditional agreement dated 16 November
2018 between the Company and Liberum relating
to the Placing
Placing Shares at least 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
Shareholders Ordinary 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 offered the opportunity
to participate in the Placing, (iii) Solenta
and (iv) Liberum
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
Rule 9 Rule 9 of the Code
Rule 9 Waiver the waiver granted by the Panel of the
obligation which might otherwise arise
under Rule 9 requiring Solenta to make
an offer for all of the issued share capital
of the Company in connection with the Solenta
Investment;
SSCG SSCG Africa Holdings
Shareholder a holder of Existing Ordinary Shares
Solenta Solenta Aviation Holdings Limited
Solenta Investment the investment of a total of US$26.5 million
in the Company by Solenta in accordance
with the terms and conditions of the Heads
of Agreement and the Solenta Subscription
Letter
Solenta Investment the 2,070,312,500 new Ordinary Shares to
Shares be issued to Solenta pursuant to the Solenta
Investment
Solenta Subscription the conditional subscription letter dated
Letter 16 November 2018 pursuant to which Solenta
will subscribe for the Solenta Investment
Shares
Stabilisation Plan the stabilisation plan of the Group as
previously announced by the Company
sterling, pounds the lawful currency of the United Kingdom
sterling, GBP, pence
or p
Tanzania MBO the disposal of the Company's interest
in in the holding company of fastjet Tanzania,
fastjet Air TZ (BVI) pursuant to a share
sale agreement dated 13 November 2018
UK or the United the United Kingdom of Great Britain and
Kingdom Northern Ireland
uncertificated or recorded on the relevant register or other
uncertificated form record of the Ordinary Shares or other
security concerned as being held in uncertificated
form in CREST, and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
United States or the United States of America, its territories
United States of and possessions, any state of the United
America or US States of America and the District of Columbia
and all areas subject to its jurisdiction
Unsecured Loans the loans between the Company and each
of Annunaki and SSCG
US$, USD or $ the lawful currency of the United States
The GBP/USD exchange used in respect of the Equity Refinancing
and Open Offer is GBP1:US$1.28, being the closing exchange rate on
15 November 2018.
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
IOELLFVDLSLRLIT
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November 16, 2018 12:38 ET (17:38 GMT)
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