Fastjet PLC Posting of Circular (9649H)

TIDMFJET

RNS Number : 9649H

Fastjet PLC

21 November 2018

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of fastjet Plc or other evaluation of any securities of fastjet Plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

fastjet Plc

("fastjet", the "Company" and, together with its subsidiaries, the "Group")

21 November 2018

Posting of Circular

fastjet, the low-cost African airline, is pleased to announce that, further to its announcement of 16 November 2018, it will today post a circular (the "Circular") to Shareholders regarding, inter alia, an Open Offer of approximately GBP4.1 million (c. US$5.3 million). The Circular will also be made available today on the Company's website www.fastjet.com.

Terms not otherwise defined herein, shall have the meanings given in the section entitled "Definitions" at the end of this announcement.

The Open Offer is being made to Qualifying Shareholders on the register as at the Record Date, being 6.00 p.m. on 20 November 2018, for up to 411,440,871 Open Offer Shares at one penny per Open Offer Share (being the same price as the Issue Price for the Placing) on the basis of:

57 Open Offer Shares for every 10 Existing Ordinary Shares

Full details of the Open Offer, including terms and conditions and details on how to accept the Open Offer, are set out in the Circular.

Subject to:

(i) the approval by Shareholders of the Authorising Resolution at the General Meeting (to be held at the offices of Liberum at Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY at 10.00 a.m. on 7 December 2018);

   (ii)           the Solenta Subscription Letter becoming unconditional in all respects; and 

(iii) the Placing Agreement not having been terminated in accordance with its terms prior to Admission,

settlement and admission to trading on AIM of the New Shares is expected to occur at 8.00 a.m. on 10 December 2018.

Following the issue of the New Shares (assuming full take-up under the Open Offer), the enlarged ordinary share capital of the Company will be 4,157,093,764 Ordinary Shares.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
                                                                           2018 
Record Date for entitlement under the Open                          20 November 
 Offer 
Ex-entitlement date for the Open Offer                              21 November 
Posting of the Circular, the Form of Proxy                          21 November 
 and, to Qualifying non-CREST shareholders 
 only, the Application Forms 
Open Offer Entitlements credited to stock                           22 November 
 accounts in CREST of Qualifying CREST Shareholders 
Latest time for depositing Open Offer Entitlements     3.00 p.m. on 30 November 
 into CREST 
Latest recommended time and date for requesting        4.30 p.m. on 30 November 
 withdrawal of Open Offer Entitlements from 
 CREST 
Latest time and date for receipt of Forms              10.00 a.m. on 5 December 
 of Proxy from Shareholders 
Latest time and date for splitting Application          3.00 p.m. on 5 December 
 Forms (to satisfy bona fide market claims) 
Latest time and date for receipt of completed          10.00 a.m. on 7 December 
 Application Forms and payment in full from 
 Qualifying Shareholders under the Open Offer 
 or settlement of relevant CREST instruction 
 (as appropriate) 
General Meeting of the Company                         10.00 a.m. on 7 December 
Expected date of announcement of results                             7 December 
 of the General Meeting 
Admission effective and dealings in the                8.00 a.m. on 10 December 
 New Shares expected to commence on AIM 
Expected date for crediting of the New Shares          8.00 a.m. on 10 December 
 in uncertificated form to CREST stock accounts 
Expected date of dispatch of share certificates            w/c 17 December 2018 
 in respect of the New 
 Shares 
 

The dates set out in the Expected Timetable of Principal Events above and mentioned in the Circular may be adjusted by fastjet in which event details of the new dates will be notified via an RIS and, where appropriate, to Shareholders.

All references to time are to the time in London, England.

S 

For more information, contact:

 
 fastjet Plc                                Tel: [phone] 
 Nico Bezuidenhout, Chief Executive 
  Officer 
  Michael Muller, Chief Financial Officer 
 Liberum Capital Limited - Nominated        Tel: [phone] 
  Adviser and Broker 
 Clayton Bush 
  Andrew Godber 
  James Greenwood 
  Trystan Cullen 
 UK media - Citigate Dewe Rogerson          Tel: [phone] 
 Angharad Couch 
  Eleni Menikou 
  Toby Moore 
  Nick Hayns 
 

NOTES TO EDITORS

About fastjet Plc

fastjet is a multi-award winning (including Skytrax World Airline Awards Best Low-Cost Airline in Africa 2017 and Leading African Low-Cost Carrier, World Travel Awards 2016, 2017 and 2018) African value airline for everyone that began flight operations in Tanzania in November 2012, flying passengers from Dar es Salaam to just two domestic destinations - Kilimanjaro and Mwanza.

Today, fastjet's route network includes Tanzanian domestic routes from its Dar es Salaam base to Kilimanjaro, Mbeya, and Mwanza, and international routes from Tanzania to Lusaka in Zambia and Harare in Zimbabwe. fastjet began branded domestic flights in Mozambique (Operated by Solenta Aviation Mozambique) in November 2017, its network presently between Maputo and Beira, Quelimane and Tete and celebrated its third year of operations in Zimbabwe in 2018. The carrier operates between Harare and Bulawayo, Harare and Victoria Falls and from Harare and Victoria Falls to Johannesburg in South Africa. The airline has flown over 3.5 million passengers with an impressive on-time performance aggregate, establishing itself as a punctual, reliable, and affordable carrier.

IMPORTANT INFORMATION

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no-one else in connection with the Equity Refinancing and the Open Offer, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Equity Refinancing, the Open Offer or any other matter referred to herein.

The distribution of this announcement and the offering of the Open Offer Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Liberum to inform themselves about, and to observe such restrictions.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Definitions

 
 Admission                   the admission to trading on AIM of the New 
                              Shares, which is expected to take place 
                              at 8.00 a.m. on 10 December 2018 
 AIM                         the market of that name operated by the 
                              London Stock Exchange 
 AIM Rules for Companies     the AIM rules for Companies, as published 
                              and amended from time by the London Stock 
                              Exchange 
 Application Form            the application form which accompanies the 
                              Circular on which Qualifying non-CREST Shareholders 
                              may apply for Open Offer Shares under the 
                              Open Offer 
 Authorising Resolution      the resolution to be put to Shareholders 
                              at the General Meeting to approve the Equity 
                              Refinancing and the Open Offer 
 CREST                       the relevant system for the paperless settlement 
                              of trades and the holding of uncertified 
                              securities operated by Euroclear in accordance 
                              with the CREST Regulations 
 CREST Regulations           the Uncertificated Securities Regulations 
                              2001, as amended 
 Equity Refinancing          together, the Placing, the Professional 
                              Fees Payment and the Solenta Investment 
 Existing Ordinary           the 620,652,894 Ordinary Shares in issue 
  Shares                      as at the date of this Announcement 
 General Meeting             the general meeting of Shareholders which 
                              is to be held at the offices of Liberum 
                              at Ropemaker Place, 25 Ropemaker Street, 

                              London EC2Y 9LY at 10.00 a.m. on 7 December 
                              2018, notice of which will be set out in 
                              the Circular 
 Heads of Agreement          the heads of agreement between the Company 
                              and Solentadated 16 November 2018 in connection 
                              with the Solenta Investment 
 Issue Price                 one penny per New Share 
 Liberum                     Liberum Capital Limited 
 Liberum Shares              the 156,250,000 new Ordinary Shares to be 
                              issued to Liberum in satisfaction of the 
                              Professional Fees Payment 
 London Stock Exchange       London Stock Exchange plc 
 New Shares                  together, the Placing Shares, the Liberum 
                              Shares, the Open Offer Shares and the Solenta 
                              Investment Shares 
 Open Offer                  the invitation to Qualifying Shareholders 
                              to subscribe for the Open Offer Shares at 
                              the Issue Price on the terms and subject 
                              to the conditions set out in the Circular 
                              and, in the case of Qualifying non-CREST 
                              Shareholders only, the Application Form 
 Open Offer Entitlement      the entitlement for Shareholders to subscribe 
                              for Open Offer Shares allocated to Qualifying 
                              Shareholders on the Record Date pursuant 
                              to the Open Offer 
 Open Offer Shares           the 411,440,871 new Ordinary Shares being 
                              made available to Qualifying Shareholders 
                              pursuant to the Open Offer 
 Ordinary Shares             the ordinary shares of one penny each in 
                              the capital of the Company 
 Overseas Shareholder        a Shareholder who is resident, or who is 
                              a citizen of, or who has a registered address 
                              in a jurisdiction outside the United Kingdom 
 Placing                     the conditional placing of the Placing Shares 
                              at the Issue Price by Liberum as described 
                              in the Circular 
 Placing Agreement           the conditional agreement dated 16 November 
                              2018 between the Company and Liberum relating 
                              to the Placing 
 Placing Shares              the 898,437,499 new Ordinary Shares which 
                              Liberum has conditionally agreed to place 
                              with institutional and other investors pursuant 
                              to the Placing 
 Professional Fees         the issue of the Liberum Shares at the Issue 
  Payment                  Price to Liberum in payment of professional 
                           fees due to Liberum from the Company in 
                           respect of the Equity Refinancing and in 
                           accordance with the terms and conditions 
                           of the Placing Agreement 
 Qualifying non-CREST        Qualifying Shareholders whose Existing Ordinary 
  Shareholders                Shares on the register of members of the 
                              Company at the close of business on the 
                              Record Date were held in certificated form 
 Qualifying Shareholders     holders of Existing Ordinary Shares on the 
                              register of members of the Company at the 
                              Record Date, but excluding (i) any Overseas 
                              Shareholders who are resident in, or who 
                              are citizens of, or who have a registered 
                              address in a Restricted Jurisdiction, (ii) 
                              those Shareholders who have undertaken not 
                              to participate in the Open Offer and (iii) 
                              Solenta 
 Record Date                 6.00 p.m. on 20 November 2018 
 Regulatory Information      has the meaning given under the AIM Rules 
  Service                     for Companies 
 Restricted Jurisdiction     each and any of the United States of America, 
                              Australia, Canada, Japan, New Zealand, Russia, 
                              and the Republic of South Africa and any 
                              other jurisdiction where extension or availability 
                              of the Open Offer would breach any applicable 
                              law or regulations 
 Shareholder                 a holder of Existing Ordinary Shares 
 Solenta                     Solenta Aviation Holdings Limited 
 Solenta Investment          the investment of a total of US$26.5 million 
                              in the Company by Solenta in accordance 
                              with the terms and conditions of the Heads 
                              of Agreement and the Solenta Subscription 
                              Letter 
 Solenta Investment          the 2,070,312,500 new Ordinary Shares to 
  Shares                      be issued to Solenta pursuant to the Solenta 
                              Investment 
 Solenta Subscription        the conditional subscription letter dated 
  Letter                      16 November 2018 pursuant to which Solenta 
                              will subscribe for the Solenta Investment 
                              Shares 
 UK or the United            the United Kingdom of Great Britain and 
  Kingdom                     Northern Ireland 
 uncertificated or           recorded on the relevant register or other 
  uncertificated form         record of the Ordinary Shares or other security 
                              concerned as being held in uncertificated 
                              form in CREST, and title to which, by virtue 
                              of the CREST Regulations, may be transferred 
                              by means of CREST 
 US$, USD or $               the lawful currency of the United States 
 
 

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November 21, 2018 02:00 ET (07:00 GMT)