Placing of Nil Paid rights
easyJet PLC
19 June 2002
FOR IMMEDIATE RELEASE
19 June 2002
Not for release, distribution or publication in whole or in part outside the
United Kingdom
easyJet plc ('easyJet' or the 'Company')
PLACING OF NIL PAID RIGHTS
The Company has previously announced a 4 for 11 rights issue of new ordinary
shares in the Company at 265 pence per Rights Issue Share. Taking into account
the exercise of options under the easyJet Share Option Schemes between the date
of publication of the Prospectus and the Record Date for the Rights Issue, the
total number of shares to be issued in the Rights Issue is 104,428,223.
easy Group Limited ('easyGroup') (the company through which Stelios
Haji-Ioannou, the chairman of the Company, is indirectly interested in Ordinary
Shares) currently holds 79,016,497 Ordinary Shares and is entitled to 28,733,271
Nil Paid Rights.
Polys Holdings Limited ('Polys Holdings') and Clelia Holdings Limited (Clelia
Holdings') (the companies through which Stelios Haji-Ioannou's brother and
sister are indirectly interested in Ordinary Shares) each currently hold
44,278,566 Ordinary Shares and are each entitled to 16,101,296 Nil Paid Rights.
Elura Investments Limited ('Elura') (the company through which Ray Webster, the
Chief Executive Officer of the Company, is indirectly interested in Ordinary
Shares) is currently beneficially interested in 1,943,616 Ordinary Shares and is
entitled to 706,769 Nil Paid Rights.
The Company has previously announced that easyGroup, Polys Holdings, Clelia
Holdings and Elura (together the 'Placing Shareholders') have each undertaken to
take up such number of their Nil Paid Rights as can be funded by the proceeds of
sale of the balance of their rights entitlements.
Following successful completion of a competitive bookbuilding exercise on 19
June 2002, the Placing Shareholders notified the Company on 19 June 2002 that a
total of 47,569,301 Nil Paid Rights have been placed with institutional
investors at a price of 80 pence per Nil Paid Right (the 'Placing'). Under the
terms of the Placing, the placees have undertaken to the Underwriters to pay the
Issue Price of 265 pence per Rights Issue Share and accordingly in aggregate are
paying an amount equivalent to 345 pence per Rights Issue Share. Subject to the
exercise of any of the rights of termination set out in the Placing Agreement
prior to its completion, the Placing is expected to complete on 24 June 2002.
Placees will not receive delivery of Nil Paid Rights but will (subject, inter
alia, to fulfilment of the above undertaking) instead receive delivery of Rights
Issue Shares on 9 July 2002.
Of the 47,569,301 Nil Paid Rights that have been placed, 22,173,317 Nil Paid
Rights have been placed on behalf of easyGroup, 12,425,287 Nil Paid Rights have
been placed on behalf of Polys Holdings, 12,425,287 Nil Paid Rights have been
placed on behalf of Clelia Holdings and 545,410 Nil Paid Rights have been placed
on behalf of Elura. Accordingly, the number of Nil Paid Rights to be taken up by
or on behalf of the Placing Shareholders in the Rights Issue will be 6,559,954
Nil Paid Rights by easyGroup, 3,676,009 Nil Paid Rights by Polys Holdings,
3,676,009 Nil Paid Rights by Clelia Holdings and 161,359 Nil Paid Rights on
behalf of Elura.
Following completion of the Placing and Rights Issue, easyGroup's interest in
the Company will be in respect of 85,576,451 Ordinary Shares, representing
approximately 21.9 per cent of the enlarged issued share capital of the Company;
the interests of Polys Holdings and Clelia Holdings will each be in respect of
47,954,575 Ordinary Shares in the Company, each representing approximately 12.2
per cent of the enlarged issued share capital of the Company; and Elura's
interest will be in respect of 2,104,975 Ordinary Shares, representing
approximately 0.5 per cent of the enlarged issued share capital of the Company.
Credit Suisse First Boston acted as sole Bookrunner to the Placing.
Words and expressions defined in the Circular to Shareholders dated 23 May 2002
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
Richard Crawley +44 (0)20 7888 8888
Credit Suisse First Boston (Europe) Limited is acting as sponsor and financial
adviser 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 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, 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.
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 action 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.
This information is provided by RNS
The company news service from the London Stock Exchange