Open Offer

RNS Number : 9228E

Fastjet PLC

16 April 2014

 



16 April 2014

fastjet plc

("fastjet" or the "Company")

Open Offer

Fastjet Plc. (AIM:FJET) is pleased to announce, further to the announcement of 10 April, an open offer of up to 245,834,991 new Ordinary Shares in the capital of the Company.

In order to provide Qualifying Shareholders with an opportunity to participate in an issue of Ordinary Shares at the same price as the placing of new Ordinary Shares which raised gross proceeds of £11 million announced on 10 April 2014, the Company is making the Open Offer to permit all Qualifying Shareholders to subscribe at the Issue Price for an aggregate of up to 245,834,991 Ordinary Shares, to raise gross proceeds of up to a maximum of approximately £3.9 million.

The Issue Price of 1.6 pence per Ordinary Share represents a discount of approximately 7.2 per cent. to the closing middle market price of 1.725 pence on 15 April 2014.

Further details of and the terms relating to the Open Offer are summarised below and set out in full in the Circular in relation to the Open Offer, which will be posted today and made available on the Company's website, www.fastjet.com.

Ed Winter, CEO and Interim Chairman of fastjet said:

"The very successful completion of the fund-raising we announced last week was a highly significant step forward for fastjet.  The proceeds raised exceeded our expectations and allow us to confidently move to the next phase of the Company's development with further international routes, additional aircraft and more bases and to fulfil our objective of becoming the leading pan-African low-cost airline.

"In response to the many recent comments that we have received from shareholders, I am now pleased to also offer pre-existing shareholders the opportunity to participate in the fund-raising through an Open Offer.  Although this Open Offer could raise up to a maximum total of approximately £3.9 million, its primary purpose is as a vehicle to give our pre-existing shareholders an opportunity to increase their stake in the Company and its development on the same terms as the institutional placing."

For further information, please contact:

fastjet Plc                                 Tel: [phone]

Ed Winter

Angus Saunders

W.H. Ireland Ltd.                      Tel: [phone]

James Joyce

Nick Field

Citigate Dewe Rogerson           Tel: [phone]

Toby Moore

Georgia Colkin

Principal terms of the Open Offer

A total of 245,834,991 new Ordinary Shares are being made available to Qualifying Shareholders pursuant to the Open Offer to raise up to a maximum of approximately £3.9 million before expenses. The Open Offer Entitlements of Qualifying Shareholders shall be on the basis of:

2 Offer Shares for every 5 Existing Ordinary Shares

and so in proportion for any number of Existing Ordinary Shares held on the Record Date. The Open Offer Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares.  Fractional entitlements which would otherwise arise will not be issued to Qualifying Shareholders.  Not all Shareholders on the Record Date will be Qualifying Shareholders. In particular, Shareholders who are located in, or are citizens of, or have a registered office in Restricted Jurisdictions will not qualify to participate in the Open Offer. The attention of Qualifying Shareholders and in particular Overseas Shareholders is drawn to paragraph 6 of Part 3 of the Circular.

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements. Applicants can apply for less than their full entitlements under the Open Offer.

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 23 April 2014. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 6 May 2014. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST application and payment in respect of the Open Offer is 11.00 a.m. on 6 May 2014.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part 3 of the Circular and on the Application Form.

The Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, 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 after the date of their issue.

Application will be made to the London Stock Exchange for the admission of the Offer Shares which are subscribed for to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 8 May 2014 at which time it is also expected that the Offer Shares will be enabled for settlement in CREST.

Overseas Shareholders

The attention of Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Existing Ordinary Shares for the benefit of such persons, (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward the Circular or the Application Form to such persons, is drawn to the information which appears in paragraph 6 of Part 3 of the Circular. In particular, Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK (including without limitation the United States of America), should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlements under the Open Offer.

Use of Proceeds

The Board believes that the net proceeds of the Placing will be sufficient to meet the Group's expansion plans and working capital requirements. However, the board has decided to make the Open Offer to Shareholders, which would provide further funds for general working capital purposes.

Current Trading and Prospects

Since the operational and financing updated issued by the Company on 10 April 2014, the Company has continued to trade in line with management expectations.

Risk factors and additional information

The attention of Shareholders is drawn to the risk factors set out in Part 2 of the Circular and the information contained in Parts 3 and 4 of the Circular, which provide additional information on the Open Offer and the fastjet Group.

Action to be taken

Qualifying Non-CREST Shareholders wishing to apply for their Open Offer Entitlement must complete the Non-CREST Application Form, which accompanies the Circular, in accordance with the instructions set out in paragraph 3.1 of Part 3 of the Circular and on the accompanying Non-CREST Application Form and return it with the appropriate payment in the business reply paid envelope addressed to Neville Registrars, the Company's Registrars, by post to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen B63 3DA, or by hand during normal business hours, so as to arrive no later than 11.00 a.m. on 6 May 2014.

If you do not wish to apply for any Offer Shares under the Open Offer, you should not complete or return the Application Form.

If you are a Qualifying CREST Shareholder, no Application Form will be sent to you. Qualifying CREST Shareholders will instead have Open Offer Entitlements credited to their stock accounts in CREST. You should refer to the procedure for application set out in paragraph 3.2 of Part 3 of the Circular. The relevant CREST instructions must have settled in accordance with the instructions in paragraph 3.2 of Part 3 of the Circular by no later than 11.00 a.m. on 6 May 2014.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with the Circular and the Open Offer.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of Open Offer, publication of the Circular and the Application Form	16 April 2014
Record Date for entitlement under the Open Offer	5.00 p.m. on 14 April 2014
Ex-entitlement Date of the Open Offer	16 April 2014
Posting of Application Forms to Qualifying Non-CREST Shareholders	16 April 2014
Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders	23 April 2014
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST	4.30pm on 30 April 2014
Latest time and date for depositing Open Offer Entitlements into CREST	3.00pm on 1 May 2014
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3.00pm on 1 May 2014
Latest time and date for acceptance of the Open Offer and receipt of completed Non-CREST Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (if appropriate)	11.00am on 6 May 2014
Announcement of result of Open Offer	7 May 2014
Offer Shares credited to CREST members' accounts	8 May 2014
Admission and commencement of dealings in the Offer Shares on AIM	8 May 2014
Despatch of definitive share certificates for Offer Shares in certificated form	Within 5 Business Days of Admission

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

All references are to London time.

DEFINITIONS

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

"Admission"	the admission of the Offer Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies
"AIM"	AIM, the market of that name operated by the London Stock Exchange
"AIM Rules for Companies"	the AIM Rules for Companies and guidance notes as published by the London Stock Exchange from time to time
"Board" or "Directors"	the directors of the Company as at the date of this announcement
"Business Day"	a day other than a Saturday, Sunday or public holiday on which banks are open in London for normal banking business
"Circular"	the Circular dated 16 April 2014 to be sent to Qualifying Shareholders in connection with the Open Offer
"Company" or "fastjet"	fastjet Plc
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations)
"CREST member"	a person who has been admitted to CREST as a system-member (as defined in the CREST Manual)
"CREST member account ID"	the identification code or number attached to a member account in CREST
"CREST participant"	a person who is, in relation to CREST, a system-participant (as defined in the CREST regulations)
"CREST participant ID"	shall have the meaning given in the CREST Manual issued by Euroclear
"CREST payment"	shall have the meaning given in the CREST Manual issued by Euroclear
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor
"CREST sponsored member"	a CREST member admitted to CREST as a sponsored member
"Enlarged Share Capital"	the entire issued share capital of the Company following the Open Offer (assuming the Open Offer is fully subscribed)
"EU"	the European Union
"Euroclear"	Euroclear UK & Ireland Limited
"Ex-entitlement Date"	the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 16 April 2014
"Existing Ordinary Shares"	the 1,396,374,705 Ordinary Shares in issue on the date of this announcement
"fastjet Group" or "Group"	fastjet and its Subsidiaries
"FCA"	the Financial Conduct Authority of the United Kingdom
"FSMA"	Financial Services and Markets Act 2000 (as amended)
"Issue Price"	1.6 pence per Ordinary Share
"London Stock Exchange"	London Stock Exchange Plc
"Non-CREST Application Form" or "Application Form"	the personalised application form on which Qualifying Non-CREST Shareholders may apply for Offer Shares under the Open Offer
"Offer Shares"	the 245,834,991 Ordinary Shares being made available to Qualifying Shareholders pursuant to the Open Offer
"Open Offer"	the conditional invitation made to Qualifying Shareholders to apply to subscribe for the Offer Shares at the Issue Price on the terms and subject to the conditions set out in Part 3 of the Circular and in the Application Form
"Open Offer Entitlement"	the entitlement of Qualifying Shareholders to subscribe for Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer
"Ordinary Shares"	ordinary shares of 1 pence each in the capital of the Company
"Overseas Shareholders"	a Shareholder with a registered address outside the United Kingdom
"Placing"	the placing of 687,500,000 new Ordinary Shares at the Issue Price announced by the Company on 10 April 2014
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in a CREST account
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction)
"Record Date"	5.00 p.m. on 14 April 2014 in respect of the entitlements of Qualifying Shareholders under the Open Offer
"Regulatory Information Service"	has the meaning given in the AIM Rules for Companies
"Restricted Jurisdiction"	United States of America, Canada, Australia, New Zealand, Japan, the Republic of South Africa, the Republic of Ireland and, any other jurisdiction where the extension or availability of the Open Offer would breach any applicable law
"Securities Act"	US Securities Act of 1933 (as amended)
"Shareholders"	the holders of Existing Ordinary Shares
"Subsidiary"	an entity of which the Company controls a majority of the voting rights and has management control
"UK"	the United Kingdom of Great Britain and Northern Ireland
"United States", "United States of America" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all areas subject to its jurisdiction
"WH Ireland"	WH Ireland Limited, nominated adviser and broker to the Company

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