Loan Facility & Subscription

RNS Number:7224T
Silverjet PLC
06 May 2008


6 May 2008

                                 Silverjet plc

       #8.4 million loan facility and proposed #4.3 million subscription

Silverjet plc, the British exclusively business class airline, today announces
that on 2 May 2008 it entered into both a Subscription Agreement and a Loan
Facility Agreement with Viceroy Holdings LLC which is affiliated with Viceroy
Fund, an international luxury development fund based in the USA and UAE, details
of which are set out below.

Lawrence Hunt, Chief Executive of Silverjet said:

"I am delighted to confirm that following the announcement on 30 April
concerning the Memorandum of Understanding, Silverjet has now entered into a
binding conditional agreement and secured the commitment of a high quality,
long-term strategic investor. Viceroy is committed to the development and
expansion of Silverjet, and proposes to inject further capital to develop the
Silverjet proposition.

"This investment means that Silverjet is now well placed, both financially and
strategically, to exploit the opportunities which exist in the airline and all
business class market - a market which we now dominate."

For further information, please contact:

Silverjet                         020 7357 9477
Lawrence Hunt, Chief Executive

Hogarth Partnership Limited       020 7357 9477
Fiona Noblet                      07908 228896
Sarah Richardson                  07957 562320

Arden Partners (NOMAD)            020 7398 1638
Chris Fielding
Tom Fyson

Introduction

On 30 April 2008, Silverjet announced that it had entered into a memorandum of
understanding with an investor which provided, inter alia, that the investor
would initially directly invest US $25.0 million (#12.6 million) to assist in
financing the ongoing development of Silverjet.

Silverjet announces today that on 2 May 2008 it entered into both a Subscription
Agreement and a Loan Facility Agreement with Viceroy, an international luxury
development fund based in the UAE and USA that has been investing in the United
States since 1997 and elsewhere since 2005.

Under the Loan Facility Agreement, Silverjet Aviation, a wholly owned subsidiary
of Silverjet, has been granted a facility to borrow up to approximately #8.4
million. Under the Subscription Agreement, which is conditional, inter alia,
upon Shareholder approval, Silverjet proposes to issue 25,061,728 Subscription
Shares at 17 pence per share to Viceroy, to raise gross proceeds of
approximately #4.3 million.

A letter from the Chairman of Silverjet, together with a notice convening an
Extraordinary General Meeting of the Company to approve the issue of the
Subscription Shares in connection with the Subscription, will be posted to
Shareholders shortly.

Details of the Loan Facility

Under the Loan Facility, Viceroy has provided to Silverjet Aviation a total
facility of up to approximately #8.4 million. Drawings under the facility will
attract interest at LIBOR plus 2 per cent and be repayable in May 2011.

Details of the Subscription

Under the conditional Subscription Agreement, Silverjet proposes to raise
approximately #4.3 million (gross) through the issue to Viceroy of 25,061,728
Subscription Shares at 17 pence per share. The Subscription Shares would
represent approximately 28.0 per cent of the enlarged issued share capital of
the Company following the Subscription.

The Subscription Agreement is conditional upon:
(i)                   the approval of (a) the Civil Aviation Authority, (b) TFB
(under the terms of the Convertible Loan), and (c) Shareholders; and
(ii)                 Admission.

The approval of the Subscription Agreement by Shareholders is required pursuant
to both the Companies Acts and Rule 21 of the Takeover Code as referred to below
in the section entitled "Offer period".

Directorate

On Admission, Viceroy will appoint two non-executive directors to the Board of
the Company.

Further intended investment by Viceroy

The MOU also sets out the intention of Viceroy to participate and to invest,
either directly in Silverjet or otherwise, up to a further US$75.0 million
(#38.0 million) in the ongoing development of Silverjet and in the international
rollout of the Silverjet brand and concept into new markets within the Middle
East, the Far East and Africa, using the Middle East as a regional hub.

Negotiations concerning this further investment and the strategy for the rollout
of the Silverjet brand and concept are continuing, details of which will be
announced in due course. This announcement will also address how the rollout
will be organised in conjunction with Silverjet's own operations, and also
Silverjet's intentions concerning the two Boeing 767ER aircraft which it has
agreed to acquire from ThomsonFly.

Reasons for the Loan Facility and Subscription and use of proceeds

On 30 April 2008, Silverjet announced that, following recent material increases
in fuel prices and tightening of credit conditions in the airline industry, its
working capital had deteriorated and its working capital reserves were limited.

Against this background, the Directors believe that the Subscription and Loan
Facility announced today will provide Silverjet with the necessary finance to
restore its working capital and enable it to continue to develop its business.

Current trading and prospects

Notwithstanding the impact of tougher economic conditions and the increasingly
challenging environment for airlines, and in particular Silverjet following
recent publicity concerning the business class only airline model, Silverjet has
enjoyed strong growth in Revenue Seats which amounted to 10,594 in April 2008,
an increase of over 50% compared to October 2007. It has also since December
2007, the first month throughout which three services were operated, experienced
an upward trend in Revenue Load Factor.

The increase in Revenue Seats and Revenue Load Factor since January 2007 has,
following the January promotional sale, been achieved in conjunction with
increasing yields, which reached an average fare across both routes of
approximately #550 per sector (excluding taxes) in April 2008.

Forward bookings are particularly strong as a result of which the Board
anticipates that Revenue Seats, Revenue Load Factor and yield will all show
further improvement in May.

The Board therefore continues to have every confidence in Silverjet's prospects
and expects that it will experience an increase in customer confidence following
completion of the Subscription.

Offer period

On 10 April 2008, Silverjet announced that it was in discussions which may or
may not lead to an offer for the issued share capital of the Company. Silverjet
continues to be in an "offer period" as defined in the Takeover Code, however no
firm proposals have been submitted to the Company to date.

Rule 21.1 of the Takeover Code requires, inter alia, that where the board of a
company has reason to believe that a bona fide offer might be imminent, the
board must not, without the consent of shareholders in general meeting, issue
any authorised but unissued shares.

Accordingly, the Subscription Agreement requires the consent of Shareholders
pursuant to this Rule.

General

This Announcement is not an offer to sell or issue or the solicitation of an
offer to buy or subscribe for Subscription Shares in any jurisdiction in which
such an offer or solicitation is unlawful, and, in particular, is not for
publication or distribution into the United States, Canada, Japan, Australia or
South Africa or in any other jurisdiction where such publication or distribution
is unlawful unless permitted pursuant to an exemption under the relevant local
law. The Subscription Shares have not been, nor will be, registered in the
United States under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or other
jurisdiction of the United States or the laws of Canada, Japan, Australia or
South Africa. Accordingly, subject to certain exceptions, they may not be
offered, or sold, directly or indirectly, within the United States, Canada,
Australia, Japan or South Africa or to, or for the account of, any person in, or
any national, citizen or resident of, the United States, Canada, Australia,
Japan or South Africa. The distribution of this Announcement outside the United
Kingdom may be restricted by law and therefore persons outside the United
Kingdom into whose possession this Announcement comes, should inform themselves
about and observe any restrictions as to the Subscription, the Subscription
Shares or the distribution of this Announcement. In particular, persons
receiving this Announcement (including, without limitation, custodians, nominees
and trustees) must not distribute, mail, send or otherwise transmit it in, into
or from the United States, or use the United States mails, directly or
indirectly, in connection with the Subscription, and so doing may invalidate any
related purported application for Subscription Shares.
Arden Partners, which is regulated and authorised in the United Kingdom by the
Financial Services Authority, is acting exclusively for the Company as nominated
adviser and broker for the purpose of the AIM Rules for Nominated Advisers and
the AIM Rules for Companies. Arden Partners is not acting for any other person
and will not be responsible to any other person for providing the protections
afforded to clients of Arden Partners, or for advising any other person in
connection with the Subscription. The responsibilities of Arden Partners, as
nominated adviser, are owed solely to the London Stock Exchange and not to the
Company or to any Director or to any other person in respect of any decision to
acquire Subscription Shares in reliance on any part of this document.
Definitions

The following definitions apply throughout the announcement unless the context
requires otherwise:

"Admission"         admission of the Subscription Shares to trading on AIM and
                    such admission becoming effective in accordance with Rule 6
                    of the AIM Rules
"AIM"               AIM, a market of the London Stock Exchange
"AIM Rules for      the rules for AIM companies issued by the London Stock
Companies"          Exchange (as amended from time to time)
"AIM Rules for      the rules for nominated advisers issued by the London Stock
Nominated           Exchange (as amended from time to time)
Advisers"
"Arden Partners"    Arden Partners plc
"CAA"               the Civil Aviation Authority
"Companies Acts"    the UK Companies Acts 1985, or to the extent adopted, the
                    Companies Act 2006
"Convertible        the convertible loan dated 22 November 2007 between the
Loan"               Company and TFB
"CREST"             the electronic settlement system operated by Euroclear UK &
                    Ireland Limited, which facilitates the transfer of title to
                    securities in uncertificated form
"Directors" or      the directors of the Company
"Board"
"Existing Ordinary  the 64,444,444 Ordinary Shares in issue at the date of this
Shares"             document, all of which are admitted to trading on AIM
"Extraordinary      the extraordinary general meeting of the Company to be held
General Meeting" or at 10.00 am on 30 May 2008, notice of which is set out at
"EGM"               the end of this document
"Financial Services the Financial Services Authority of the United Kingdom
Authority"
"Flyjet"            Flyjet Limited (now Silverjet Air Operations)
"Form of Proxy"     the form of proxy for use at the EGM, enclosed with this
                    document
"Loan Facility"     the #8.4 million loan facility provided under the Loan
                    Facility Agreement
"Loan Facility      the loan facility agreement dated 2 May 2008 entered into
Agreement"          between Silverjet Aviation and Viceroy
"London Stock       London Stock Exchange plc
Exchange"
"Notice of EGM"     a notice convening the EGM set out at the end of this
                    document
"Ordinary Shares"   ordinary shares of 1 penny each in the capital of the
                    Company
"Resolutions"       the resolutions set out in the Notice of EGM
"Revenue Load       the number of Revenue Seats as a proportion of available
Factor"             seats
"Revenue Seats"     the aggregate of seats which generate revenue and paying
                    passengers on non-refundable tickets who have not flown
"Shareholders"      holders of Ordinary Shares
"Silverjet" or      Silverjet plc
"Company"
"Silverjet Air      Silverjet Air Operations Limited (previously Flyjet), a
Operations"         wholly owned subsidiary of Silverjet
"Silverjet          Silverjet Aviation Limited, a wholly owned subsidiary of
Aviation"           Silverjet
"Silverjet Group"   the Company and its subsidiaries
or "Group"
"Subscription"      the proposed subscription of the Subscription Shares
                    pursuant to the Subscription Agreement
"Subscription       the 25,061,728 new Ordinary Shares proposed to be issued by
Shares"             the Company at 17 pence per share pursuant to the
                    Subscription Agreement
"Takeover Code"     the City Code on Takeovers and Mergers issued by the
                    Takeover Panel
"TFB"               TFB (Mortgages) Limited, a Reuben brothers company
"ThomsonFly"        ThomsonFly Limited
"UK"                the United Kingdom of Great Britain and Northern Ireland
"United States" or  the United States of America, its territories and
"US"                possessions, any State of the United States and the District
                    of Columbia
"Viceroy"           The Viceroy Holdings LLC, a company registered in the island
                    of Nevis




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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