Proposed Placing of Ordinary Shares
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
11 February 2021
Jet2 plc
("Jet2", the "Group" or the "Company")
Proposed Placing of Ordinary Shares
Jet2 plc, the Leisure Travel group, today announces its intention to conduct a placing of new ordinary shares of 1.25 pence each in the Company ("Ordinary Shares") (the "Placing Shares") to institutional investors (the "Placing").
In conjunction with the Placing, a retail offer of new Ordinary Shares (the "Retail Shares") at the Placing Price will be made by the Company via PrimaryBid (the "Retail Offer", together with the "Placing", the "Fundraise") to provide retail investors with an opportunity to participate in the equity fundraise. A separate announcement will be made shortly after this announcement regarding the Retail Offer and its terms.
Together , the total number of Placing Shares and Retail Shares (together, the "Fundraise Shares") will not exceed 20 per cent. of the Company's existing ordinary share capital.
The Placing will be conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this announcement. The price at which the Placing Shares are to be placed (the "Placing Price") will be determined at the close of the Bookbuild. The Placing is subject to the terms and conditions set out in Appendix 1 to this announcement (which forms part of this announcement, such announcement and its Appendices together being this "Announcement"). The Retail Offer is not made subject to the terms and conditions set out in Appendix 1 to this Announcement and instead will be made on the terms outlined in the separate announcement to be made shortly regarding the Retail Offer.
Canaccord Genuity Limited ( "Canaccord Genuity") and Jefferies International Limited ("Jefferies") are acting as joint global co-ordinators, joint bookrunners and joint brokers in connection with the Placing (together, the "Joint Global Co-ordinators" and "Joint Bookrunners"). Cenkos Securities plc is acting as nominated adviser to the Company.
Update on current trading, outlook and financing arrangements
As reported in its Interim Results to 30 September 2020, the Group has taken multiple swift but considered defensive actions to both increase liquidity and preserve cash in response to the prolonged pandemic. This has ensured a better "Own Cash" position at the H1 reporting date and at 31 January 2021, as compared to the scenarios prepared by management for the May 2020 placing.
Since 30 September 2020, the amount of flying that Jet2.com has undertaken has further reduced due to continually changing UK Government travel guidance: Turkey was removed from the travel corridor list on 3 October 2020; flights to the Canary Islands recommenced on 30 October 2020 but flying from England was curtailed by the UK Government on 5 November 2020; and from 18 January 2021 the UK Government suspended all air travel corridors.
The UK Government is continuing to advise against all non-essential travel, with a negative test result required to fly into the UK and 5 day "test to release" or 10 day quarantine required on return to the UK from foreign travel. Official guidance therefore, remains changeable.
As a result, the Company continues its cautious approach to Summer 2021, with seat capacity continually being refined as UK and EU travel guidance evolves. Jet2.com flights are cancelled until 15 April 2021 and are subsequently scheduled to operate with a reduced flying programme. However, both Jet2.com and Jet2holidays have proven throughout the pandemic to date that they are able to ramp-up operations both quickly and flexibly upon the lifting of country-specific travel restrictions.
Cash and Liquidity Outlook
On 14 May 2020, the Company was confirmed as an eligible issuer under the Bank of England's Covid Corporate Financing Facility ("CCFF") for up to £300 million. With the sale of Fowler Welch, recommencement of flying in July 2020 and continued management actions, the Company's subsequent financial planning assumed that this facility, which is short term in nature and required to be repaid within 12 months, would be drawn down in March 2021 only if the impact of the pandemic was prolonged, in order to provide liquidity for the Winter 2021/22 period.
Her Majesty's Treasury ("HMT") subsequently amended the eligibility requirements, "consistent with current improved market conditions", to include, amongst other criteria which the Company believes it meets, an updated investment grade requirement to incorporate the impact of the pandemic. As a result, the Company is currently in a review process with HMT to ascertain whether it remains eligible for the CCFF. Therefore, for prudency, the Group's indicative cash flow scenarios set out below do not incorporate any funding from the CCFF.
The Company's banking group remains supportive, having already agreed to waive the semi-annual covenants for March 2021 and September 2021, conditional upon a minimum gross equity raise of £100 million and £250 million, respectively. The Company is also in discussions to extend its debt facilities, inclusive of longer term covenant resets appropriate for the new outlook.
The Group's current cash position as at 31 January 2021 comprised "Own Cash" of £479m and Total Cash (inclusive of advance customer deposits) of £772m (unaudited).
Jet2 continues to take every step necessary to preserve cash and enhance liquidity to deal with this most challenging of trading environments and the Group has the ability to continue to take additional liquidity actions if required.
Management has prudently prepared three indicative "no fly" scenarios of increasing durations being: restarting flying on 22 May 2021; restarting flying on 16 July 2021; and restarting flying on 1 September 2021. All three scenarios assume a ramp up of flying operations at reduced seat capacity with average load factors that are initially below historic levels. Further, the scenarios assume a cautious outlook for Winter 2021/22 and a full, unhindered Summer 2022 flying programme for the Group's financial year ending 31 March 2023.
Excluding the net proceeds of the proposed Fundraise, any CCFF proceeds, additional debt and/or mitigating actions, the Group's indicative cash flow scenarios show the following:
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Restart Flying Scenarios* |
Jet2 Own Cash** scenario period low |
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Calendar Year 2021 |
Calendar Year 2022 |
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22 May 2021 |
c.£185-195m in May 2021 |
c.£360-370m in April 2022 |
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16 July 2021 |
c.£125-135m in June 2021 |
c.£155-165m in April 2022 |
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1 September 2021 |
c.£(15)-(5)m in August 2021 |
c.£(70)-(60)m in April 2022 |
Notes:
* Management indicative cash flow scenarios, unaudited and subject to change, for the month ends during the period ending 30 June 2022
**Calculated as total Group gross cash less advance customer deposits
The net proceeds of the proposed Fundraise will supplement the indicative figures detailed above.
Outlook
Whilst the continued positive news about vaccines is welcome, the Group retains its cautious approach to Summer 2021 with seat capacity being refined as travel guidance evolves. Encouragingly, bookings for Summer 2022 are already very positive when compared against Summer 2019, with strong margins and an increased mix of higher margin package holidays bookings.
The Directors continue to believe that Jet2 is well positioned to maximise the upturn opportunity when the leisure travel market re-opens fully, as the Group:
- has a proven operating model and successful long-term financial record;
- has well-recognised national brands, Jet2.com and Jet2holidays, with a loyal leisure travel customer following;
- is in a strong position ten months into an unprecedented and prolonged period of disruption;
- has demonstrated its ability to respond quickly - Jet2 adapted to the challenges presented by taking considered, but decisive, actions to bolster its liquidity, minimise losses and reduce cash burn;
- has displayed responsible financial management - a flexible but disciplined approach to flying capacity has helped to deliver a better than expected "Own Cash" position as compared to the scenarios management prepared for the May 2020 placing; and
- had strong momentum both operationally and financially prior to COVID-19.
Additionally, the Directors believe that Jet2 has the right strategy to grow both its package holiday and flight-only products and for Jet2 to emerge from this crisis an even stronger company.
Reasons for the Fundraise
Based on the indicative scenario planning undertaken by management detailed above, the Board believes that the proceeds from the proposed Fundraise will provide sufficient liquidity on an extended and likely unpredictable shutdown basis to deal with this continually challenging trading environment.
The Directors believe that the proposed Fundraise will:
- enable management to continue to adopt a decisive but prudent, responsible financial management approach;
- ensure that management can continue to take longer term strategic decisions to support sustainable, long term profit growth; and
- further improve the ability for Jet2.com and Jet2holidays to exit the pandemic in a stable commercial position to capitalise on the upturn opportunity when it arrives for the benefit of all stakeholders, including shareholders.
Jet2 intends to issue the Placing Shares by way of a non-pre-emptive cashbox placing. This structure, which was used in the May 2020 placing, has been chosen as it minimises cost, time to completion and use of management time at an important and unprecedented time for the Company. The Board has consulted with the Company's major shareholders, ahead of the release of this Announcement, who have endorsed this strategy.
In conjunction with the Placing, the Retail Offer will be made by the Company via PrimaryBid to provide retail investors with an opportunity to participate in the proposed Fundraise. A separate announcement will be made regarding the Retail Offer and its terms.
Details of the Placing
Canaccord Genuity and Jefferies are acting as Joint Global Co-ordinators, Joint Bookrunners and Joint Brokers in connection with the Placing. The Placing is subject to the terms and conditions set out in Appendix 1 to this Announcement. The Joint Global Co-ordinators will today commence the Bookbuild in respect of the Placing. The number of Placing Shares and the Placing Price will be determined at the close of the Bookbuild and will be announced as soon as practicable after the close of the Bookbuild.
The Bookrunners will commence the Bookbuild immediately following the release of this Announcement. The timing of the closing of the Bookbuild, pricing and allocations are at the absolute discretion of the Joint Global Co-ordinators and the Company.
All of the members of the Board intend to participate in the Placing to an aggregate amount of 236,417 Placing Shares.
The Placing Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with each other, with the Retail Shares and with the Existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Application has been made to the London Stock Exchange for the Placing Shares and the Retail Shares to be admitted to trading on AIM ("Admission").
Settlement for the Placing Shares and the Retail Shares and Admission are expected to take place on or around 8.00 a.m. (London time) on 17 February 2021 (or such later date as may be agreed between the Joint Global Coordinators and the Company). The Placing and the Retail Offer are conditional upon, inter alia, Admission becoming effective and the placing agreement between the Company and the Joint Global Co-ordinators (the "Placing Agreement") not being terminated in accordance with its terms. Appendix 1 to this Announcement sets out further information relating to the Bookbuild and the terms and conditions of the Placing.
For further information, please contact:
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This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
IMPORTANT NOTICES
This Announcement and the information contained in it is not for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Fundraise Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Fundraise Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Fundraise Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Fundraise Shares and the Fundraise Shares have not been; and the Fundraise Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Fundraise Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or South Africa or to any investor located or resident in Canada.
No public offering of the Fundraise Shares is being made in the United States, United Kingdom (except as disclosed in this Announcement under "Details of the Placing") or elsewhere. All offers of the Fundraise Shares will be made pursuant to an exemption under the UK version of Regulation (EU) no 2017/1129 of the European Parliament and of the Council of 14 June 2017, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time, and includes any relevant implementing measure in any member state (the "Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in member states of the European Economic Area ("EEA") who are qualified investors as defined in section 86(7) of FSMA, as amended ("Qualified Investors"), being persons falling within the meaning of article 2(e) of Prospectus Regulation (EU) 2017/1129 and to the extent implemented in the relevant member state (the "EU Prospectus Regulation"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "relevant persons"). This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.
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 Canaccord Genuity or Jefferies or by any of their 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.
Each of Canaccord Genuity and Jefferies, which are authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, are acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) other than the Company as their respective clients in relation to the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement. Neither Canaccord Genuity nor Jefferies is acting for the Company with respect to the Retail Offer.
The distribution of this Announcement and/or the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Canaccord Genuity or Jefferies or any of their respective affiliates that would, or which is intended to, permit an offering of the Placing Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Placing Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company, Canaccord Genuity and Jefferies to inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect", "target", "anticipate", "could", "predict", "continue", "positioned", "risk" (or the negative thereof) and words of similar meaning, reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, 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. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. Except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based, except where required to do so under applicable law.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Canaccord Genuity or Jefferies.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
Each of the Joint Global Co-ordinators and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Global Co-ordinators and their respective affiliates may provide such services to the Company and/or its affiliates in the future.
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.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; (b) eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (c) retail clients who do not meet the definition of professional client under (a) or eligible counterparty per (b); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own UK target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (B) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Banks will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE FUNDRAISE SHARES.
APPENDIX 1
TERMS AND CONDITIONS OF THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF THE Prospectus Regulation (EU) 2017/1129 and to the extent implemented in the relevant member state (the "EU Prospectus Regulation"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, RENOUNCED, DELIVERED OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR WITHIN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT HAS BEEN OR WILL BE MADE IN THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY OR ELSEWHERE.
Unless otherwise stated, capitalised terms in this Appendix have the meanings ascribed to them in Appendix 2.
This Announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States, any other Restricted Territory (as defined below) or in any jurisdiction where such offer or solicitation is unlawful. No public offering of securities will be made in connection with the Placing in the United Kingdom, the United States, any other Restricted Territory or elsewhere. This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, the Republic of South Africa, Jersey or Japan (each a "Restricted Territory") or in any jurisdiction in which such publication or distribution is unlawful. The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Canaccord Genuity Limited ("Canaccord Genuity") or Jefferies International Limited ("Jefferies", together with Canaccord Genuity, the "Joint Global Co-ordinators" and each a "Joint Global Co-ordinator") or any of their respective affiliates or agents which would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and the Joint Global Co-ordinators to inform themselves about, and to observe, any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory.
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 the Joint Global Co-ordinators or any of their respective 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 party or its advisers, and any liability therefore is expressly disclaimed.
The Joint Global Co-ordinators are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
In respect of Jefferies, regulated services relating to EU27 countries and EU27 investors shall be undertaken by such of Jefferies' affiliates as Jefferies acting in good faith thinks fit and references to Jefferies shall be read as references to such affiliate(s).
None of the Company, the Joint Global Co-ordinators or their respective affiliates or agents makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.
By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, acknowledgements and undertakings set out herein.
In particular each such Placee represents, warrants, undertakes and acknowledges that:
a) it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
b) except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it and any account with respect to which it exercises sole investment discretion, is either (i) outside the United States subscribing for the Placing Shares in an offshore transaction as defined in and in accordance with Regulation S under the Securities Act or (ii) a "qualified institutional buyer" as defined in rule 144A under the Securities Act ("Rule 144A") and has executed and delivered or will execute and deliver an Investor Representation Letter in the form provided to it by either of the Joint Global Co-ordinators or their respective affiliates; and
c) if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that it understands the resale and transfer restrictions set out in this Appendix and that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to Qualified Investors or in the United Kingdom to Relevant Persons, or in circumstances in which the prior consent of the Joint Global Co-ordinators has been given to each such proposed offer or resale.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
Defined terms used in this Appendix are set out at in Appendix 2.
Bookbuild
Following this Announcement, the Joint Global Co-ordinators will commence a bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.
Details of the Placing Agreement and of the Placing Shares
The Joint Global Co-ordinators are acting as joint global co-ordinators and joint bookrunners in connection with the Placing. The Joint Global Co-ordinators have entered an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Joint Global Co-ordinators will agree to use their respective reasonable endeavours to procure Placees for the Placing Shares at a price determined following completion of the Bookbuild and as set out in the Placing Agreement. The Placing is not being underwritten by the Joint Global Co-ordinators or any other person.
The Placing Price and the final number of Placing Shares will be decided at the close of the Bookbuild following the execution of the placing terms by the Company and the Joint Global Co-ordinators (the "Term Sheet"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Joint Global Co-ordinators. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.
The Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with each other, with the Retail Shares and with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue. The Placing Shares will be issued free of any encumbrances, liens or other security interests.
The Placing will be effected by way of a placing of new Ordinary Shares in the Company for non-cash consideration. Canaccord Genuity will subscribe for ordinary shares and redeemable preference shares in Project AWB (Jersey) Limited, a wholly owned subsidiary of the Company, for an aggregate amount approximately equal to the net proceeds of the Placing. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for the transfer of the ordinary shares and redeemable preference shares in Project AWB (Jersey) Limited, that will be issued to Canaccord Genuity.
Application for admission to trading
Application has been made to the London Stock Exchange for the Fundraise Shares to be admitted to trading on AIM. Admission of the Fundraise Shares is expected to become effective at 8.00 a.m. (London time) on or around 17 February 2021 (or such later date as may be agreed between the Company and the Joint Global Co-ordinators) ("Admission") and dealings in such shares are expected to commence at that time. In any event, the latest date for Admission is 8.00 a.m. (London time) on 17 March 2021 (the "Long Stop Date").
Participation in, and principal terms of, the Placing
1. The Joint Global Co-ordinators are arranging the Placing severally, and not jointly, nor jointly and severally, as agents of and brokers to the Company. Participation will only be available to persons who may lawfully be, and are, invited to participate by the Joint Global Co-ordinators. The Joint Global Co-ordinators and their respective affiliates are entitled to enter bids as principal in the Bookbuild.
2. The Bookbuild, if successful, will establish the Placing Price payable to the Joint Global Co-ordinators by all Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Joint Global Co-ordinators and the Company following completion of the Bookbuild. The Placing Price will be announced on a Regulatory Information Service following the completion of the Bookbuild.
3. To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at the relevant Joint Global Co-ordinator. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price which is ultimately established by the Company and the Joint Global Co-ordinators or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Global Co-ordinators on the basis referred to in paragraph 7 below.
4. The timing of the closing of the Bookbuild, pricing and allocations are at the discretion of the Joint Global Co-ordinators and the Company. The Joint Global Co-ordinators may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The allocation of Placing Shares to Placees who are not UK Nationals shall take into account, among other things, the determination by the Board pursuant to the Company's articles of association that the maximum aggregate percentage of the issued share capital of the Company that can be owned by non-UK Nationals in order to protect Jet2.com's operating and flying rights as a UK airline is currently 35 per cent.
5. Each Placee's allocation will be confirmed to Placees orally or in writing (which can include email) by the relevant Joint Global Co-ordinator following the close of the Bookbuild, and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Subject to paragraph 8 below, the relevant Joint Global Co-ordinator's oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of such Joint Global Co-ordinator and the Company, under which such Placee agrees to acquire the number of Placing Shares allocated to it and to pay the relevant Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the relevant Joint Global Co-ordinator's consent, such commitment will not be capable of variation or revocation.
6. Each Placee's allocation will, unless otherwise agreed between the Placee and the relevant Joint Global Co-ordinator, be evidenced by a trade confirmation or contract note issued to each such Placee by the relevant Joint Global Co-ordinator. The terms and conditions of this Announcement will be deemed to be incorporated in that trade confirmation, contract note or such other confirmation and will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Global Co-ordinator's consent will not be capable of variation or revocation from the time at which it is issued.
7. Subject to paragraphs 2 and 3 above, the Joint Global Co-ordinators will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any bids for this purpose on such basis as they may determine. The Joint Global Co-ordinators may also, notwithstanding paragraphs 2 and 3 above and subject to the prior consent of the Company, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Joint Global Co-ordinators.
8. The allocation of Placing Shares to Placees located in the United States shall be conditional on the execution by each Placee of an Investor Representation Letter in the form provided to it by the relevant Joint Global Co-ordinator or its affiliates.
9. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Joint Global Co-ordinator's consent will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Global Co-ordinator, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee has agreed to acquire. Such Placees' obligations will be owed to the relevant Joint Global Co-ordinator.
10. Except as required by law or regulation, no press release or other announcement will be made by any of the Joint Global Co-ordinators or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
11. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".
13. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by the relevant Joint Global Co-ordinator.
14. To the fullest extent permissible by law, none of the Joint Global Co-ordinators, the Company or any of their respective affiliates shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Global Co-ordinators, the Company, or any of their respective affiliates shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Global Co-ordinators' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Global Co-ordinators, their respective affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Global Co-ordinators' obligations under the Placing Agreement are conditional on certain conditions, including:
a) the Company having complied with its obligations which fall to be performed on or prior to Admission under the Placing Agreement, the Option Agreement and the Subscription and Transfer Agreement and are material in the opinion of the Joint Global Co-ordinators in the context of the Placing or Admission;
b) none of the warranties on the part of the Company in the Placing Agreement being untrue or inaccurate which the Joint Global Co-ordinators consider (acting in good faith) to be material in the context of the Placing and/or Admission or misleading when made and none of the warranties ceasing to be true and accurate which the Joint Global Co-ordinators consider (acting in good faith) to be material in the context of the Placing and/or Admission or becoming misleading at any time prior to Admission;
c) the publication by the Company of the results of the Placing through a Regulatory Information Service (the "Pricing Announcement");
d) the Term Sheet having been executed by the Company and the Joint Global Co-ordinators;
e) there having been no development or event resulting in a Material Adverse Effect which could, in the good faith opinion of the Joint Global Co-ordinators, materially and adversely affect the Placing or dealings in the Ordinary Shares following Admission;
f) the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;
g) the obligations of the Joint Global Co-ordinators under the Placing Agreement not having been terminated and the Option Agreement and the Subscription and Transfer Agreement remaining fully in force and effect; and
h) Admission of the Placing Shares occurring by 8:00 a.m. (London time) on 17 February 2021 (or such later time and/or date as the Company and the Joint Global Co-ordinators may agree, being not later than 8.00 a.m. (London time) on 17 March 2021).
If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Global Co-ordinators by the relevant time or date specified (or such later time or date as the Company and the Joint Global Co-ordinators may agree, being not later than 8.00 a.m. (London time) on 17 March 2021)); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Termination of the Placing Agreement", the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.
The Joint Global Co-ordinators may, at their discretion waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating, inter alia, to Admission taking place and execution of the Term Sheet may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
Neither of the Joint Global Co-ordinators shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision it may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Global Co-ordinators.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
Each of the Joint Global Co-ordinators is entitled, at any time before Admission, to terminate its obligations under the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if: (i) any of the conditions in the Placing Agreement (as summarised above under "Conditions of the Placing") is not satisfied or (where applicable) waived, or becomes incapable of being satisfied in each case by the required time; (ii) there has been a breach by the Company of any of the warranties in the Placing Agreement or the Company fails to comply with any of its obligations contained in the Placing Agreement, the Subscription and Transfer Agreement and/or the Option Agreement that the Joint Global Co-ordinators consider (acting in good faith) to be material in the context of the Placing and/or Admission; (iii) there has been a development or event resulting in a Material Adverse Effect which could in the good faith opinion of the Joint Global Co-ordinators, materially and adversely affect the Placing or dealings in the Ordinary Shares following Admission; (iv) there has been any new governmental measure in response to the COVID-19 virus since the date of the Placing Agreement which, in the opinion of the Joint Global Co-ordinators, is likely to seriously and adversely affect the business of the Group and makes it inadvisable to continue with the Placing; or (v) there has been a material adverse change in international financial markets, a suspension or material limitation in trading on any stock exchange or a material disruption in commercial banking or securities settlement or clearance which, in the opinion of the Joint Global Co-ordinators, would be likely to materially prejudice the success of the Placing or dealings in the Ordinary Shares following Admission.
By participating in the Placing, Placees agree that the exercise by either of the Joint Global Co-ordinators of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Joint Global Co-ordinators or for agreement between the Company and the Joint Global Co-ordinators (as the case may be) and that neither the Company nor the Joint Global Co-ordinators need make any reference to, or consultation with, Placees and that neither the Company nor the Joint Global Co-ordinators nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees whatsoever in connection with any such exercise.
No Admission Document or Prospectus
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing, and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement, and any Exchange Information (as defined below) previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement and subject to the further terms set forth in the trade confirmation or contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Joint Global Co-ordinators and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Joint Global Co-ordinators or their respective Affiliates or any other person and none of the Joint Global Co-ordinators, the Company, or any of their respective Affiliates or any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Joint Global Co-ordinators are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Neither the Company nor the Joint Global Co-ordinators are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.
Lock-up
The Company has undertaken to the Joint Global Co-ordinators that:
a) between the date of the Placing Agreement and 60 calendar days after Admission, it will not, without the prior written consent of the Joint Global Co-ordinators (such consent not to be unreasonably withheld or delayed), subject to any legal or regulatory requirements, (i) enter into any agreement outside the ordinary course of its business which is likely to materially and adversely affect the Placing; or (ii) take any steps which are materially inconsistent with this Announcement and/or the Pricing Announcement; and
b) between the date of the Placing Agreement and 90 calendar days after Admission, it will not, without the prior written consent of the Joint Global Co-ordinators (such consent not to be unreasonably withheld or delayed) enter into certain transactions involving or relating to the Ordinary Shares, subject to certain carve-outs agreed between the Joint Global Co-ordinators and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint Global Co-ordinators of any power to grant consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Joint Global Co-ordinators and that the Joint Global Co-ordinators need not make any reference to, or consultation with, Placees and that the Joint Global Co-ordinators shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B1722W11) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Joint Global Co-ordinators and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Joint Global Co-ordinators and settlement instructions. It is expected that such trade confirmation or contract note will be despatched on or around 12 February 2021 and that this will also be the trade date.
It is expected that settlement of the Placing Shares will be on 17 February 2021 unless otherwise notified by the Joint Global Co-ordinators and Admission is expected to occur by 17 February 2021 or such later time as may be agreed between the Company and the Joint Global Co-ordinators, not being later than the Long Stop Date.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Global Co-ordinator.
The Company will deliver the Placing Shares to a CREST account operated by Canaccord Genuity as agent for the Company and Canaccord Genuity will hold any Placing Shares delivered to this account as nominee for the Placees. Certain of the Placing Shares delivered by the Company to Canaccord Genuity will be settled delivery versus payment with Jefferies to provide Jefferies with the Placing Shares needed to settle with Placees procured by Jefferies. Jefferies will hold any such Placing Shares delivered to them as nominee for their Placees. Each Bank will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Joint Global Co-ordinators.
Each Placee agrees that, if it does not comply with these obligations, the Joint Global Co-ordinators may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the relevant Joint Global Co-ordinator's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Joint Global Co-ordinators on demand for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Joint Global Co-ordinators such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Global Co-ordinators lawfully take in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that any form of confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither the Joint Global Co-ordinators nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Global Co-ordinators (in their capacity as joint bookrunners and as placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, the following:
1. it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for and purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the Placing Shares or otherwise;
2. that no offering document or prospectus or admission document has been or will be prepared in connection with the Placing or is required under the Prospectus Regulation and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
3. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
4. that the exercise by the Joint Global Co-ordinators of any of their respective rights or discretions under the Placing Agreement shall be within the absolute discretion of the Joint Global Co-ordinators and the Joint Global Co-ordinators need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Joint Global Co-ordinators or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
5. that the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, and that it has reviewed such Exchange Information and that it is able to obtain or access such Exchange Information or comparable information concerning any other publicly traded company without undue difficulty;
6. that none of the Joint Global Co-ordinators, the Company or any of their respective Affiliates nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement, nor has it requested the Joint Global Co-ordinators, the Company, or any of their respective Affiliates nor any person acting on behalf of any of them to provide it with any such material or information;
7. unless otherwise specifically agreed with the Joint Global Co-ordinators, that they are not, and at the time the Placing Shares are acquired, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the Placing Shares, and further acknowledges that the Placing Shares have not been and will not be registered or otherwise qualified, for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;
8. that the content of this Announcement is exclusively the responsibility of the Company and that neither the Joint Global Co-ordinators nor any of their respective Affiliates or any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Joint Global Co-ordinators or the Company and neither the Joint Global Co-ordinators nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing and that neither the Joint Global Co-ordinators nor any of their respective Affiliates have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information, and each of them expressly disclaims any liability in respect thereof. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
9. that it has not relied on any information relating to the Company contained in any research reports prepared by the Joint Global Co-ordinators, any of their respective Affiliates or any person acting on the Joint Global Co-ordinators' or any of their respective Affiliates' behalf and understands that (i) neither the Joint Global Co-ordinators nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither the Joint Global Co-ordinators, nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) neither the Joint Global Co-ordinators nor any of their respective Affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
10. that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placing Shares would give rise to such a liability and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
11. acknowledges that no action has been or will be taken by the Company, the Joint Global Co-ordinators or any person acting on behalf of the Company or the Joint Global Co-ordinators that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
12. that it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Joint Global Co-ordinators, the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
13. that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;
14. that it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the Joint Global Co-ordinators have not received such satisfactory evidence, the Joint Global Co-ordinators may, in their absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to the Joint Global Co-ordinators will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;
15. that it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Joint Global Co-ordinators and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
16. if in a Member State of the EEA and except as disclosed in this Announcement under "Details of the Placing", that it is a "Qualified Investor" within the meaning of Article 2(e) of the Prospectus Regulation;
17. if in the United Kingdom, that it is a Qualified Investor: (i) who falls within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order or (iii) to whom this Announcement may otherwise lawfully be communicated and it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
18. that it will not distribute, transfer or otherwise transmit this Announcement or any part of it, or any other presentation or other materials concerning the Placing, in or into the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;
19. where it is acquiring the Placing Shares for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account and (b) to make the acknowledgements, representations, undertakings and agreements herein on behalf of each such account;
20. that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
21. if it is acting as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, that the Placing Shares acquired by it in the Placing will not be acquired for, on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Joint Global Co-ordinators has been given to the proposed offer or resale;
22. that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Relevant Persons or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;
23. that any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;
24. that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
25. that it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA) with respect to anything done by it in relation to the Placing Shares in respect of anything done in, from or otherwise involving, the United Kingdom;
26. if it has received any inside information about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by MAR, prior to the information being made publicly available;
27. that (i) it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Joint Global Co-ordinators, any of their Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
28. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Global Co-ordinators may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's Placing Shares on its behalf;
29. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares to which it will be entitled, and required, to acquire, and that the Joint Global Co-ordinators or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
30. that neither the Joint Global Co-ordinators, nor any of their respective Affiliates nor any person acting on their behalf, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Joint Global Co-ordinators and that the Joint Global Co-ordinators do not have any duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of the Joint Global Co-ordinators' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
31. that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Joint Global Co-ordinators, nor the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Joint Global Co-ordinators, the Company and any of their respective Affiliates in respect of the same on an after-tax basis on the basis that the Placing Shares will be allotted to the CREST stock account of Canaccord Genuity who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
32. that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Joint Global Co-ordinators or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
33. that each of the Joint Global Co-ordinators, the Company and their respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to the Joint Global Co-ordinators on their own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each of the Joint Global Co-ordinators and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
34. that it will indemnify on an after-tax basis and hold each of the Joint Global Co-ordinators, the Company and their respective Affiliates and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Joint Global Co-ordinators will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Joint Global Co-ordinators and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement are given to each Joint Global Co-ordinator for itself and on behalf of the Company and will survive completion of the Placing and Admission;
35. that time shall be of the essence as regards obligations pursuant to this Appendix;
36. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Joint Global Co-ordinators;
37. acknowledges that it irrevocably appoints any director of each of the Joint Global Co-ordinators as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
38. that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;
39. that it acknowledges that its commitment to acquire Placing Shares on the terms set out herein and in the trade confirmation or contract note (as the case may be) will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Global Co-ordinators' conduct of the Placing;
40. that in making any decision to acquire the Placing Shares (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares, (ii) it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing, (iii) it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Joint Global Co-ordinators, (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation, and (v) it will not look to the Company, the Joint Global Co-ordinators, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
41. acknowledges and agrees that neither the Joint Global Co-ordinators nor the Company owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
42. understands and agrees that it may not rely on any investigation that the Joint Global Co-ordinators or any person acting on their behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and the Joint Global Co-ordinators have not made any representation or warranty to it, express or implied, with respect to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Joint Global Co-ordinators for the purposes of this Placing;
43. acknowledges and agrees that it will not hold the Joint Global Co-ordinators or any of their respective Affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group (the "Information") and that neither the Joint Global Co-ordinators nor any person acting on behalf of the Joint Global Co-ordinators makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
44. that in connection with the Placing, the Joint Global Co-ordinators and any of their respective Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Joint Global Co-ordinators and any of their respective Affiliates acting in such capacity. In addition the Joint Global Co-ordinators may enter into financing arrangements and swaps with investors in connection with which the Joint Global Co-ordinators may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither the Joint Global Co-ordinators nor any of their respective Affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
45. acknowledges that the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. The Placing Shares have not been registered or otherwise qualified for offer and sale nor will a prospectus be cleared or approved in respect of the Placing Shares under the securities laws of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States or any other Restricted Territory, or in any country or jurisdiction where any action for that purpose is required;
46. the Placing Shares are being offered and sold by or on behalf of the Company (i) outside the United States in "offshore transactions" as defined in compliance with Regulation S under the Securities Act and (ii) to certain "qualified institutional buyers" as defined in Rule 144A in reliance upon Rule 144A or another exemption from, or transaction not subject to, the registration requirements under the Securities Act. It and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be either: (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act which has executed and delivered, or will execute and deliver, and agrees to be bound to the terms of the Investor Representation Letter in the form provided to it by the Joint Global Co-ordinators or their respective affiliates;
47. that it is not acquiring any of the Placing Shares as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) or any form of directed selling efforts (as defined in Regulation S); and
48. that each of the Joint Global Co-ordinators and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Global Co-ordinators and their respective affiliates may provide such services to the Company and/or its affiliates in the future.
The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well as the Joint Global Co-ordinators (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither the Joint Global Co-ordinators nor the Company owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Neither the Company nor the Joint Global Co-ordinators will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. Neither the Joint Global Co-ordinators nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes ("transfer taxes") that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a sale of Placing Shares, or (iii) for transfer taxes arising otherwise than under the laws of the United Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold the Joint Global Co-ordinators and/or the Company and their respective Affiliates harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Joint Global Co-ordinators or any of their respective Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Joint Global Co-ordinators are receiving a fee in connection with their respective roles in respect of the Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the Joint Global Co-ordinators, any money held in an account with the Joint Global Co-ordinators on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Global Co-ordinator's money in accordance with the client money rules and will be used by the relevant Joint Global Co-ordinator in the course of its own business; and the Placee will rank only as a general creditor of the relevant Joint Global Co-ordinator.
All times and dates in this Announcement may be subject to amendment by the Joint Global Co-ordinators (in their absolute discretion). The Joint Global Co-ordinators shall notify the Placees and any person acting on behalf of the Placees of any changes.
No statement in the Pricing Announcement or this Announcement is intended to be a profit forecast or estimate, and no statement in the Pricing Announcement or this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Global Co-ordinators and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Joint Global Co-ordinators:
(a) if he or she is an individual, his or her nationality; or
(b) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
Appendix 2
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context requires otherwise:
|
Act |
the Companies Act 2006, as may be amended from time to time; |
|
Admission |
the admission of the Fundraise Shares to trading on AIM becoming effective in accordance with the AIM Rules; |
|
Affiliate |
has the meaning given in Rule 501(b) of Regulation D or Rule 405 of the Securities Act; |
|
AIM |
AIM, a market operated by the London Stock Exchange; |
|
AIM Rules |
the AIM Rules for Companies published by the London Stock Exchange governing admission to and trading on AIM, as may be amended from time to time; |
|
Announcement |
means this announcement (including its Appendices); |
|
Board or Directors |
the board of directors of the Company; |
|
Bookbuild |
the bookbuilding process to be commenced by the Joint Global Co-ordinators to use reasonable endeavours to procure placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement; |
|
Canaccord Genuity |
Canaccord Genuity Limited; |
|
Company or Jet2 |
Jet2 plc; |
|
CREST |
the relevant systems for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations; |
|
CREST Regulations |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations for the time being in force; |
|
Euroclear |
Euroclear UK & Ireland Limited, the operator of CREST; |
|
Existing Ordinary Shares |
the 178,801,079 Ordinary Shares in issue as at the date of this Announcement; |
|
FCA |
the Financial Conduct Authority of the United Kingdom; |
|
FSMA |
the Financial Services and Markets Act 2000, as may be amended from time to time; |
|
Fundraise |
the Placing and the Retail Offer; |
|
Fundraise Shares |
the Placing Shares and the Retail Shares; |
|
Group |
the Company, together with its subsidiaries and subsidiary undertakings; |
|
Investor Representation Letter |
the letter in the form provided by the Joint Global Co-ordinators or their respective affiliates; |
|
ISIN |
International Securities Identification Number; |
|
Jefferies |
Jefferies International Limited; |
|
Joint Global Co-ordinators |
Canaccord Genuity and Jefferies, the Company's joint global co-ordinators and joint bookrunners in relation to the Placing; |
|
London Stock Exchange |
London Stock Exchange plc; |
|
MAR |
the UK version of the EU Market Abuse Regulation (2014/596/EU) which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and/or EU Market Abuse Regulation (2014/596/EU) (as relevant); |
|
Material Adverse Effect |
a material adverse effect, or any development or matter reasonably expected to have a material adverse effect, in or affecting the business, condition (financial, operational, legal or otherwise), results of operations, earnings or assets of the Group, whether or not arising in the ordinary course of business; |
|
Option Agreement |
the option agreement entered into on or around the date hereof between the Company, Project AWB (Jersey) Limited and Canaccord Genuity; |
|
Ordinary Shares |
ordinary shares of 1.25p each in the capital of the Company; |
|
Placee |
any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Placing Shares has been given; |
|
Placing |
the conditional placing of the Placing Shares on the terms and subject to the conditions of the Placing Agreement; |
|
Placing Agreement |
the Placing Agreement entered into by the Company and the Joint Global Co-ordinators relating to the Placing; |
|
Placing Price |
the price payable per Fundraise Share to be agreed between the Company and the Joint Global Co-ordinators; |
|
Placing Shares |
the new Ordinary Shares to be issued pursuant to the Placing; |
|
Pricing Announcement |
the announcement published by the Company confirming the results of the Placing on a Regulatory Information Service immediately following the execution of the Term Sheet; |
|
PrimaryBid |
PrimaryBid Limited (registered number 08092575) which is authorised and regulated by the FCA with register number 779021; |
|
Prospectus Regulation |
the UK version of Prospectus Regulation (EU) 2017/1129 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended from time to time, and including any relevant implementing measure in any member state of the European Union; |
|
Regulation S |
Regulation S promulgated under the Securities Act; |
|
Regulatory Information Service |
a regulatory information service that is approved by the FCA as meeting the FCA's Primary Information Provider criteria and that is on the list of Authorised Regulatory Information Service Providers maintained by the FCA; |
|
Retail Offer |
the offer of Ordinary Shares at the Placing Price by the Company via PrimaryBid to retail investors; |
|
Retail Shares |
means the Ordinary Shares to be issued pursuant to the Retail Offer; |
|
Securities Act |
the US Securities Act of 1933, as amended; |
|
Subscription and Transfer Agreement |
the subscription and transfer agreement entered into on or around the date of this Announcement between Project AWB (Jersey) Limited, the Company and Canaccord Genuity; |
|
subsidiary |
has the meaning given to that term in the Act; |
|
subsidiary undertaking |
has the meaning given to that term in the Act; |
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Term Sheet |
the terms of the Placing setting out the Placing Price and the number of Placing Shares to be issued in the Placing, to be executed in accordance with the Placing Agreement by the Company and the Joint Global Co-ordinators; |
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uncertificated or in uncertificated form |
in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST; |
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UK National |
has the same meaning as the term 'United Kingdom national' in section 105 of the Civil Aviation Act 1982 or, at the sole election of the Board, any such meaning of 'United Kingdom national' as defined in the applicable law, regulation or regulatory guidance relating to all or any part of any authority, permission, licence or privilege which enables an air service to be operated; |
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United Kingdom or UK |
the United Kingdom of Great Britain and Northern Ireland; and |
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United States or US |
the United States of America, its territories and possessions any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof. |
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