Circular despatched
easyJet PLC
24 May 2002
24 May 2002
Not for release, distribution or publication in whole or in part outside the
United Kingdom
easyJet plc ('easyJet')
PROPOSED ACQUISITION OF GO AND RIGHTS ISSUE
easyJet (LSE: EZJ), the fast-growing European low-cost airline, announces that a
Circular has been despatched to Qualifying Shareholders in relation to the
proposed Acquisition of Go and Rights Issue of new Ordinary Shares. The
Acquisition and Rights Issue are conditional on, inter alia, the approval of
easyJet's shareholders at an Extraordinary General Meeting, which has been
convened for 17 June 2002. An expected timetable of principal events in
connection with the Rights Issue is set out below.
2002
Record Date for entitlements under the Rights Issue close of business on 10 June
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 15 June
Extraordinary General Meeting 10.00 a.m. on 17 June
Provisional Allotment Letters expected to be despatched (to Qualifying 17 June
non-CREST Shareholders only)
Dealings in Rights Issue Shares expected to commence, nil paid 8.00 a.m. on 18 June
Nil Paid Rights and Fully Paid Rights enabled in CREST 8.00 a.m. on 18 June
Recommended last time and date for requesting withdrawal of Nil Paid 3.00 p.m. on 2 July
Rights from CREST(1)
Recommended latest time and date for depositing renounced Provisional 3.00 p.m. on 3 July
Allotment Letters, nil paid, into CREST or for dematerialising Nil Paid
Rights into a CREST stock account(2)
Latest time and date for splitting Provisional Allotment Letters, nil 3.00 p.m. on 4 July
paid
Latest time and date for acceptance, payment in full in respect of the 10.30 a.m. on 8 July
Rights Issue Shares and registration of renunciation of Provisional
Allotment Letters
Dealings in Rights Issue Shares (fully paid) to commence 8.00 a.m. on 9 July
Expected date for Rights Issue Shares to be credited to CREST stock 9 July
accounts
Date for despatch of definitive share certificates for Rights Issue by 15 July
Shares in certificated form
The press release announcing the Acquisition and Rights Issue on 16 May 2002
included revenue, operating profit (loss) and total assets of Deutsche BA for
the year ended 31 March 2001 and the six months ended 30 September 2001. This
financial information was incorrectly expressed to be presented in pounds
sterling; the relevant financial information should have been, in fact,
expressed in Euros. The full name of Deutsche BA is Deutsche BA Holding GmbH.
Further to the statement regarding warranty insurance in the above mentioned
press release, the Company advises that it now intends to put in place insurance
cover amounting to between £30 million and £44 million. Whilst the Acquisition
is conditional on obtaining warranty insurance the Rights Issue is not.
Credit Suisse First Boston is acting as sponsor and financial adviser to
easyJet.
Words and expressions defined in the Circular shall bear the same meaning as in
this announcement.
Enquiries
Toby Nicol, easyJet +44 (0)1582 525339
Charles Cook, Grandfield +44 (0)20 7417 4170
Clare Abbot, Grandfield +44 (0)20 7417 4170
Credit Suisse First Boston
Michael McGhee +44 (0)20 7888 8888
Andrew Cornthwaite +44 (0)20 7888 8888
Credit Suisse First Boston (Europe) Limited is acting as sponsor and financial
advisor to the Company with regard to the Rights Issue. Credit Suisse First
Boston Equities Limited, UBS AG (acting through its business group UBS Warburg)
and Salomon Brothers U.K. Equity Limited are acting as underwriters to the
Company with regard to the Rights Issue. The contents of this announcement,
which has been prepared and issued by, and is the sole responsibility of easyJet
plc, have been approved solely for the purposes of section 21 of the Financial
Services and Markets Act 2000 by Credit Suisse First Boston (Europe) Limited.
Credit Suisse First Boston (Europe) Limited does not have any authority
whatsoever to make any representation or warranty on behalf of easyJet plc or
any other person in connection with the proposed Rights Issue or any other
investment in securities of easyJet plc.
Credit Suisse First Boston (Europe) Limited, Credit Suisse First Boston Equities
Limited, UBS AG (acting through its business group UBS Warburg)UBS Warburg Ltd.
and Salomon Brothers U.K. Equities Limited, who are regulated in the U.K. by
the Financial Services Authority, are acting exclusively for easyJet plc and
no-one else in connection with the Acquisition and the Rights Issue and (with
the exception of UBS Warburg Ltd. and Credit Suisse First Boston (Europe)
Limited) for the Placing Shareholders (as defined at page 17 of the Circular) in
connection with the expected placing of certain Nil Paid Rights of the Placing
Shareholders, and will not be responsible to anyone other than easyJet plc or
the Placing Shareholders (as the case may be) for providing the protections
afforded to their customers nor for providing advice in relation to the
Acquisition, Rights Issue or the Placing.
The address of Credit Suisse First Boston (Europe) Limited is One Cabot Square,
London E14 4QJ.
Prices and values of, and income from, shares or rights thereto may go down as
well as up and an investor may not get back the amount invested. It should be
noted that past performance is not a guide to future performance. Persons
needing advice should consult an independent financial adviser.
This announcement does not constitute or form part of, and should not be
construed as, an offer for sale or subscription of, or solicitation of any offer
to buy or subscribe for, any securities of easyJet plc nor should it or any part
of it form the basis of, or be relied on in connection with, any contract or
commitment whatsoever. Any decision in connection with the proposed Rights
Issue should be made solely on the basis of the information contained in the
Rights Issue Prospectus issued in connection with the Rights Issue.
Without limitation to the foregoing, this announcement does not constitute an
offer of securities for sale in Canada, Japan, Australia, South Africa, Spain,
Italy the Netherlands or the Republic of Ireland, nor does it constitute an
offer of securities for sale in the United States or in any other jurisdiction
in which it would be illegal to make an offer. Securities may not be offered or
sold in the United States absent registration or an exemption from registration.
Any public offering of securities in the United States must be made by means
of a prospectus which would contain detailed information about the Company and
its management, as well as financial statements.
None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or
the Provisional Allotment Letters have been or will be registered under (without
limitation) the United States Securities Act of 1933, as amended, or under the
applicable securities laws of any state of the United States, any province or
territory of Canada, Japan, Australia, South Africa, Spain, Italy, the
Netherlands or the Republic of Ireland nor will they qualify for distribution
under any of the securities laws of any jurisdiction outside the United Kingdom
where action for that purpose is required. Subject to certain exceptions, none
of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares nor the
Provisional Allotment Letters may be offered, sold, resold, taken up, delivered,
transferred or renounced, directly or indirectly, in or into the United States,
Canada, Japan, Australia, South Africa, Spain, Italy, the Netherlands or the
Republic of Ireland, or their respective territories or possessions or in or
into any other jurisdiction outside the United Kingdom where action for that
purpose is required. Accordingly, neither this announcement nor any copy of it
may be taken, transmitted or distributed, directly or indirectly, into those
jurisdictions, their territories or possessions or passed to residents,
corporations or other entities organised under the laws of those jurisdictions,
their territories or possessions or branches, agencies or affiliates of any such
corporations or entities where actions for that purpose is required.
Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and assumptions and, by their
nature, are subject to a number of risks and uncertainties that could cause
actual results and performance to differ materially from any expected future
results or performance, expressed or implied, by the forward-looking statement.
The information and opinions contained in this announcement are subject to
change without notice and easyJet plc assumes no responsibility to update any of
the statements contained herein except to the extent required by law.
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(1) i.e. if Shareholders' Nil Paid Rights are in CREST and they wish to convert
them into certificated form
(2) i.e. if Shareholders' Nil Paid Rights are represented by a Provisional
Allotment Letter and they wish to convert them into uncertificated form in CREST
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