Airbus circular/Notice of EGM
easyJet PLC
25 February 2003
Embargoed until 7a.m. on 25 February 2003
easyJet plc ('easyJet' or the 'Company')
PROPOSED PURCHASE OF AIRBUS AIRCRAFT AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
easyJet (LSE:EZJ), the fast-growing European low-cost airline, today announces
that yesterday it dispatched a circular to its shareholders containing
information on the proposed purchase of Airbus aircraft and notice of an
extraordinary general meeting seeking shareholders' approval for the proposed
purchase. The circular also contained an update on current trading and prospects
and the status of the relationship agreement and brand licence with easyGroup
Limited. Text of the Chairman's Letter and a Summary of the Terms and Conditions
of the Airbus Contract (the 'Summary') follow.
__________
Contacts / enquiries
easyJet plc
Toby Nicol, Corporate Communications Manager +44 (0) 1582 525 339
Chris Walton, Finance Director +44 (0) 1582 525 336
Derek Livingstone, Investor Relations Manager +44 (0) 1582 525 462
For easyJet media enquiries please contact:
Grandfield
Charles Cook +44 (0) 20 7417 4170
Gareth Penn
____________
On 31 December 2002 the Company announced that it had entered into a conditional
agreement with Airbus under which Airbus has agreed to supply to the Company 120
Airbus A319 aircraft, which are planned for delivery over a five year period
from September 2003, and, in addition, to grant the Company the right to acquire
up to 120 further Airbus A319 aircraft for delivery up to 31 December 2012
(provided that delivery slots are available) at the same basic price.
Given the size of the Airbus Contract, completion of the Proposed Purchase is
conditional upon the Company obtaining Shareholders' approval to the
transaction. The Company dispatched a circular to Shareholders yesterday to seek
this approval at an EGM to be held at the Company's registered office at 10.00
a.m. on 12 March 2003.
The Directors, who beneficially hold in aggregate 2,241,971 Ordinary Shares
representing 0.57 per cent of the Company's issued share capital as at 24
February 2003, intend to vote in favour of the Resolution. In addition,
easyGroup Limited, which is a company indirectly owned by Stelios Haji-Ioannou,
the former Chairman, which as at 24 February 2003 beneficially holds in
aggregate 85,576,451 Ordinary Shares representing 21.75 per cent of the
Company's issued share capital, intends to procure that all such shares are
voted in favour of the Resolution.
The Directors believe that the Airbus Contract will provide the easyJet Group
with the necessary aircraft to meet its expected aircraft requirements so as to
ensure that it is well placed to continue its growth beyond 2003/4 and that
easyJet has obtained favourable terms from Airbus for the purchase and operation
of such aircraft.
The New Airbus Contract and Fleet expansion
An important part of easyJet's strategy is to operate a modern fleet. As at 30
September 2002, easyJet's fleet comprised of 64 aircraft (45 Boeing 737-300
aircraft and 19 Boeing 737-700 aircraft, of which 54 were leased and 10 were
owned) with an average age of 5.7 years.
12 Boeing 737-700 aircraft remain to be delivered by Boeing under the Boeing
Contract in the period up to May 2004. Under the Boeing Contract, six aircraft
remain to be delivered in the financial year ending 30 September 2003 and the
final six are scheduled for delivery in the financial year ending 30 September
2004.
Under the terms of the Airbus Contract, and conditional upon Shareholders'
approval, the Company has agreed to purchase 120 new Airbus A319 aircraft, for
delivery over a period of five years from September 2003 and has acquired
Additional Purchase Rights to enable it to purchase at any time and at the same
basic price up to a further 120 Airbus A319 aircraft for delivery in the period
up to December 2012 (provided that delivery slots are available). The Additional
Purchase Rights give easyJet the flexibility to meet additional fleet expansion
requirements if they arise. As at 24 February 2003, the Company has no present
intention to exercise the Additional Purchase Rights in the near future.
The Airbus A319 aircraft is part of the Airbus A320 family of aircraft, which
also includes the A318, A320 and A321 aircraft. The first A320 aircraft entered
airline service in April 1988. As at 30 September 2002, Airbus had delivered a
total of 1,819 aircraft in the A320 family to over 100 customers. The first A319
aircraft was delivered in April 1996 and as at 30 September 2002, Airbus had
delivered 472 A319 aircraft. As at 31 January 2003, the major airline operators
of the A319 aircraft are America West (with 29 aircraft), British Airways (with
33 aircraft), Lufthansa (with 20 aircraft), Northwest (with 57 aircraft), United
(with 55 aircraft) and USAirways (with 66 aircraft). Aircraft lessors have also
acquired the Airbus A319 aircraft, including, as at 30 September 2002, GECAS
which owned 22 A319 aircraft and ILFC which owned 42 A319 aircraft. However,
very few low cost operators have any experience of operating the A320 family of
aircraft.
Airbus has agreed to provide easyJet with A319 aircraft in a single class
configuration with 156 seats which compares with the 149 seats of the Boeing
737-700 aircraft presently operated by easyJet. The Company also has the right
under the Airbus Contract, subject to certain conditions, to elect to receive
the larger A320 and/or A321 aircraft instead of the A319 aircraft, in a single
class configuration, with 180 and 220 seats respectively for most of the order.
In the Global Offering Circular the Company included a schedule of the basic
list price of the Boeing 737-700 aircraft plus the seller purchased equipment
for a Boeing 737-700 aircraft to be delivered to easyJet under the Boeing
Contract, which totalled approximately US$41.4 million (for September 2002,
subject to price escalation to reflect inflation) and the Company stated that it
had obtained from Boeing substantial confidential price and payment terms
concessions for its then order of 32 Boeing aircraft.
Under the Airbus Contract the aircraft basic price of each A319 aircraft
(including the airframe basic list price, the sum of the specification change
notices and the propulsion systems basic list price), as at January 2001 being
the date by reference to which the contractual base price is quoted, was
approximately US$44.2 million. Thus the total list price for 120 new A319
aircraft would be approximately US$5.3 billion. However, the Company has been
granted very substantial price concessions by Airbus and the selected engine
manufacturer. The Company believes that it can now purchase Airbus A319 aircraft
under the Airbus Contract (taking into account these substantial price
concessions) at a price approximately a third per seat below the price for the
Boeing 737-700 aircraft delivered to it under the Boeing Contract in August
2002. These prices are subject to price escalation to reflect inflation.
Airbus has agreed to provide extensive pre-delivery and ongoing support relating
to the introduction of the Airbus A319 aircraft into easyJet's fleet. Specific
support will also be given regarding training for easyJet's pilots, cabin crew
and maintenance personnel. Airbus has also undertaken to put in place
arrangements, in keeping with the low cost operation, to provide that the cost
to easyJet of maintenance for the Airbus A319 aircraft shall not exceed the cost
of maintenance for its Boeing 737-700 aircraft.
easyJet expects to retain its aircraft on average for between seven to ten
years. Assuming a ten year aircraft retention period so as to calculate the
minimum number of Airbus deliveries required, and taking into account the
remaining scheduled deliveries of aircraft under the Boeing Contract and the
Airbus Contract and planned retirements or sales of aircraft the easyJet fleet
would grow as follows:
Year ending 30 September
2003 2004 2005 2006 2007 Total
Remaining aircraft deliveries 6 6 - - - 12
under the Boeing Contract. . . . . . .
Aircraft deliveries under the Airbus 2 21 32 34 41 120
Contract. . . . . . . . . . . . . . . .
(Expected Retirements/Sales) . . . . . . - (10) (9) (9) (6) (34)
Net Number of fleet at end of 74 91 114 139 164
financial year . . . . . . . . . . . . .
Note: The above table does not take into account any expected deliveries,
retirements or sales if the option to acquire Deutsche BA is exercised.
The Airbus Contract sets out the terms of the Purchase, including the procedure
for obtaining the aircraft, the list prices and payment terms for the airframe
and indicative prices for all the other necessary parts for the Airbus aircraft
to be delivered to easyJet.
The suppliers of certain components to be fitted into the aircraft under the
terms of the Airbus Contract, including the engines, avionics and certain other
necessary components, have been selected by the Company following a selection
process held by it between various component vendors and engine manufacturers in
order to determine which engines and components were, in the opinion of the
Board, the most appropriate. Based upon the tenders made to the Company as part
of that process, the Company then selected those vendors as its preferred
suppliers.
Under letters of intent entered into between the Company and each such preferred
supplier, the Company has substantially agreed the principal terms of a series
of ancillary contracts and is in the final stages of negotiating these ancillary
contracts with such suppliers. Under the CFM Selection Letter the engine
manufacturer has agreed to provide easyJet with very substantial credits which
will be included in the final engine ancillary contract; under the terms of the
other ancillary contracts it is expected that the other preferred suppliers will
also provide easyJet with credits and/or other benefits. Credits will be used
against the effective price payable by easyJet for the aircraft being purchased
under the Airbus Contract. The ancillary contracts are also expected to provide
easyJet with additional warranty protection that go beyond that offered by
Airbus under the Airbus Contract. As announced on 17 December 2002 the Company
has selected CFM International S.A. (the manufacturers of the CFM 56 engine) as
its preferred engine manufacturer and is in the process of negotiating a final
agreement with it.
Further details of the Airbus Contract are set out in the Summary.
Rationale for Purchase
easyJet's strategy, based on its current business model, requires easyJet to
acquire a significant number of further aircraft whilst achieving a low total
fleet operating cost.
The Company believes that the offer received from Airbus after taking into
account the support granted by Airbus achieves these objectives and was
significantly better value than the offer received from Boeing. The Directors
consider that the value to easyJet of the aircraft proposed to be purchased
under the Airbus Contract justifies the price and terms upon which the aircraft
are to be acquired.
The Company has been negotiating with airline manufacturers for a large order of
aircraft for over 12 months. The events that have occurred in the airline
industry since 11 September 2001, including the Company's acquisition of Go,
have significantly increased the Company's bargaining position and, as a result,
the Company has been able to acquire additional aircraft which will have a
significantly lower purchase cost than its existing fleet. In addition, by
obtaining the Additional Purchase Rights for a further 120 aircraft easyJet has
obtained the same basic price for these aircraft for its anticipated expansion
until 2012.
In deciding whether to choose Boeing or Airbus aircraft the Directors have
considered carefully that its business model to date has, like most other large
low cost operators, relied on a single aircraft manufacturer, Boeing. The
Company has reached the decision to adopt a ''mixed'' fleet after a review of
the operating and financial aspects of the ''mixed'' fleet option, the
performance of Airbus aircraft to date in other fleets, including that of Jet
Blue, the only other low cost operator to use Airbus aircraft. The Company took
account of the fact that the easyJet Group's remaining Boeing 737 aircraft fleet
is large enough to be operated as a discrete fleet and the favourable terms
offered by Airbus.
The size of the new aircraft order is due to the Company's need to provide
aircraft for:
(1) Growth based on the recently enlarged easyJet Group
easyJet presently has a fleet of 66 aircraft and expects to replace 10 in the
period to 30 September 2004. easyJet currently has a policy of operating
aircraft on average for between 7 and 10 years. Assuming a 10 year aircraft
operating life and the expected retirements, 34 of the 120 aircraft ordered from
Airbus will be required as replacements for the existing fleet and 86 will be
used for fleet expansion.
(2) Growth post-May 2004
The last delivery under the Boeing Contract is due in May 2004. The Airbus
Contract will extend the delivery of new aircraft to 2007 and gives easyJet the
right to extend its delivery schedule to 2012 on favourable terms.
In addition, the Company chose to purchase Airbus aircraft because:
• the Airbus Contract enables it to purchase Airbus A319 aircraft
at a price approximately a third per seat below the price for the Boeing 737-700
aircraft delivered to it under the Boeing Contract in August 2002;
• the Directors believe that the offer from Airbus was
significantly better value than the offer received from Boeing;
• the Company believes that the Airbus A319 aircraft to be
supplied under the Airbus Contract would achieve an approximate 10 per cent.
improvement over the Company's existing operating cost base in the financial
year ending 30 September 2002 (measured per available seat kilometre);
• the Airbus Contract gives easyJet flexibility:
• in enabling the Company to choose to acquire the larger Airbus
A320 aircraft and Airbus A321 aircraft, at pre-agreed competitive prices; and
• in the delivery dates of the aircraft;
• Airbus has agreed to provide extensive support to the Company,
especially with regard to training for easyJet's pilots, cabin crew and
maintenance personnel;
• Airbus has undertaken to put in place arrangements, in keeping
with a low cost operation, to provide that the cost to easyJet of maintenance
for the Airbus A319 aircraft shall not exceed the cost of maintenance for its
Boeing 737-700 aircraft;
• Airbus has agreed to assist in reducing the residual value risk
on the remaining 10 Boeing 737-300 aircraft owned by easyJet (including by
agreeing to grant to the Company the right to sell such aircraft to Airbus if,
inter alia, the aircraft meets the contractual delivery conditions on a
specified sale date, the required period of notice is given and the other
general conditions precedent are met); and
• Airbus has agreed to provide a guarantee as to the technical
dispatch reliability of the A319 aircraft.
In order to facilitate the smooth integration of the Airbus A319 aircraft into
easyJet's fleet the Company will initially introduce the Airbus aircraft solely
in easyJet Switzerland, the easyJet business operating out of easyJet's Geneva
base, from September 2003. This business operates under a Swiss air operator's
license which is separate from the core easyJet business. A self-contained
management team in Geneva, that is not involved in the Go integration, will
focus solely on the introduction of the Airbus aircraft into the Swiss
operation, in order to build experience with the Airbus aircraft before the main
delivery stream begins and to pinpoint and solve any initial problems that may
arise, with the aim to make the subsequent introduction to the rest of easyJet
operations as smooth as possible.
Financing
easyJet presently finances its fleet through a mix of bank borrowing, in each
case secured on the relevant aircraft which is owned by easyJet, and sale and
lease back transactions. As at 30 September 2002, following the Go acquisition,
84 per cent. of the Company's fleet were financed under operating leases. The
Company is likely to continue to have a high proportion of leased aircraft in
the short term. Aircraft leasing is used in order to:
• allow easyJet to take advantage of 100 per cent. asset
financing;
• take advantage of attractive lease rates which are at very low
levels; and
• reduce easyJet's residual value exposure on the disposal of
aircraft.
easyJet has entered into commitments to sell and lease back the next aircraft
under the Boeing Contract. easyJet has commenced seeking offers to finance the
11 remaining Boeing aircraft and the first five Airbus aircraft to be delivered
under the Boeing Contract and Airbus Contract, respectively. easyJet has not yet
entered into commitments or letters of intent in relation to the financing of
the final 11 aircraft under the Boeing Contract or any of the aircraft under the
Airbus Contract. The Company intends to retain flexibility in determining the
method of financing these additional aircraft, although it expects that it will
use a number of sources of debt finance, including sale and lease-back
transactions, bank financing secured on the relevant aircraft and other
financing structures, which may include the sale or securitisation of aircraft,
public debt offers, and easyJet's internal resources and cashflow. It is
anticipated that the deposit and periodic advance payments under the Airbus
Contract will be financed out of easyJet's internal resources and cashflow or by
debt.
The ability of easyJet to meet its obligations under the Boeing Contract and the
Airbus Contract depends on its ability to access the methods of finance
described above, or other financing on acceptable terms. The Directors believe
that such methods of financing are now available to it and are likely to remain
available to easyJet but there can be no assurance that such sources of finance
will remain available in the future or that the Company will not elect to use
alternative finance, including public equity offerings, although no equity
offering is envisaged to take place within the foreseeable future, nor can there
be any assurance that the cost of such financing will not be higher than
anticipated.
Current trading and prospects
On 26 November 2002, the Company announced its preliminary results for the
financial year ending on 30 September 2002, which were that its revenue
increased by 55 per cent to approximately £552 million and profit after tax
increased by 29 per cent to approximately £49 million.
easyJet continues to implement its proven strategy for strong growth in
passenger volumes. In today's market place, easyJet will continue to use low
prices to bring value to customers, to stimulate the market and to further
disadvantage competitors.
Forward booking volumes for flights over the spring and summer periods are
encouraging, but softer fares continue to be experienced compared to the same
period last year. (In this context, fare means the average one-way revenue per
booking.) This is primarily due to year on year growth in aircraft seat
capacity, the sale of additional seats at lower fares to lift the load factor of
the Go Fly network closer to the easyJet network level and market and economic
forces.
For the four months ending 31 January 2003, easyJet's average fare has been
approximately 6 per cent lower than the average fare generated by the proforma
combined easyJet and Go Fly networks during the same period last year. For the
reasons outlined above, and in particular the sale of additional seats to
increase the load factor, easyJet expects that the year on year decrease in
average fare for the half year ended 31 March 2003, may be more in line with the
recently announced reduction in year on year yields experienced by the other
leading European low-cost airline.
For the four months ended January 2003, easyJet's load factor is not materially
different to the load factor of the proforma combined easyJet and Go Fly
operation for the same period last year.
Historically, easyJet has usually shown a loss in the first half of the
financial year and has generated the majority of its profits in the last quarter
of the financial year. This year, the timing of Easter, falling in April, will
aid the second half of the financial year. Although current forward bookings
are robust, the overall profile of the last quarter's revenue, and hence the
full year outcome, will not become apparent for at least several months.
The current financial year will be impacted by the cost, as previously
announced, of the integration of the Go Fly operation, the costs in connection
with the option over Deutsche BA and the amortisation of goodwill; these are
estimated to amount, in aggregate, to approximately £18 million in the first
half.
The integration of the Go Fly operation has proceeded much faster than
originally planned and operations are running well. Pricing and sales are now
conducted from unified systems and the benefits of creating a larger airline are
beginning to be realised.
In light of the progress in the integration of the Go Fly operation, the Company
has announced changes in its management board to reflect the changing nature of
the airline and certain individuals' desires to progress their own careers. Over
the next six months, Mike Cooper, Business Development Director; Vilhelm
Hahn-Petersen, Operations Director; and Graham Abbey, Human Resources Director
are expected to leave the airline's management team. All three positions will be
replaced and there is no planned change to the executive structure of the
company.
There has been some speculation about Deutsche BA. The rationale for the option
to acquire Deutsche BA remains valid, but easyJet has to be certain that its
business model can be fully applied before deciding whether to exercise the
option. An indication of easyJet's intentions is likely to be made public later
in the year.
The Directors continue to be confident about the future prospects of easyJet and
believe that following completion of the Purchase the Company is particularly
well placed in the current environment to continue to grow the business in line
with its stated strategy.
Further, the Purchase will substantially increase easyJet's fleet size in the
financial years to 30 September 2007, and as a result the Directors believe that
the Purchase should have a beneficial impact on easyJet's ability to generate
increased revenues in the future.
Relationship agreement and brand licence
The Company announced in the Acquisition and Rights Issue Circular that it would
review the Relationship Agreement, its Articles of Association and the easyJet
Brand Licence as part of the arrangements for Stelios Haji-Ioannou to step down
as Chairman of the Company. On 26 November 2002, the Company announced that it
had decided not to make any amendments to these documents.
Under the terms of the Relationship Agreement and the Articles of Association,
easyGroup Limited has the right to appoint two directors to the board of
directors of the Company as long as (inter alia) its shareholding in the Company
exceeds 25 per cent and Stelios Haji-Ioannou has the right to be Chairman of the
Company for as long as he or easyGroup Limited owns in excess of ten per cent of
the Company's issued share capital and as long as the easyJet Brand Licence
remains in force.
easyGroup Limited currently holds 21.75 per cent of the Company's issued share
capital and so cannot appoint two directors to the board of the Company. Both
Amir Eilon and Nick Hartley, who were originally nominated by easyGroup Limited,
will continue to serve as Directors. Stelios Haji-Ioannou shall retain the right
to be appointed Chairman for so long as his indirect holding is greater than ten
per cent and the easyJet Brand Licence continues.
Under the terms of the easyJet Brand Licence, easyJet does not own the ''easy''
trademark and associated orange livery, but instead licences them from easyGroup
IP Licensing Limited, which is a subsidiary of easyGroup Limited, for a royalty
payment of £1 per annum in perpetuity. The licence imposes duties on easyJet to
maintain its high standards in its use of the brand and restricts the expansion
of its licensed business. As part of these arrangements, Stelios Haji-Ioannou
has agreed not to be involved in another airline business with a core activity
of passenger transport in fixed wing aircraft from the date of the licence until
the expiry of the period ending three years after the later of: (a) his ceasing
to hold at least five per cent. of the share capital of the Company; and (b) his
ceasing to have control of easyGroup IP Licensing Limited, or, if earlier, the
termination of the easyJet Brand Licence. If the easyJet Brand Licence
terminates for insolvency the three year period will not apply. This covenant
will not prevent Stelios Haji-Ioannou from being involved in the chartering of
private jets or the holding of 5 per cent. in a publicly quoted airline company
provided he has no management role. For this purpose the chartering of private
jets means the chartering of entire jets to an individual or company but not
selling seats directly or indirectly to members of the public and not operating
regular scheduled services. The Directors believe that this would not compete
with easyJet's core business.
SUMMARY OF THE TERMS AND CONDITIONS OF THE AIRBUS CONTRACT
(the 'Summary')
Introduction
The Company entered into the Airbus Contract on 30 December 2002. The Company
has conditionally agreed to purchase 120 new Airbus A319 aircraft and has
obtained Additional Purchase Rights in relation to a further 120 Airbus A319
aircraft. The Airbus Contract is conditional upon the approval by Shareholders
at the Extraordinary General Meeting.
Delivery Schedule
Under the Airbus Contract the Company is scheduled to take delivery of the first
two aircraft in the financial year ending 30 September 2003 (both arriving in
September 2003). The subsequent deliveries are scheduled as follows:
• 21 aircraft to be delivered in the financial year ending 30
September 2004,
• 32 aircraft to be delivered in the financial year ending 30
September 2005,
• 34 aircraft to be delivered in the financial year ending 30
September 2006, and
• 31 aircraft to be delivered in the financial year ending 30
September 2007.
At an early stage in the delivery schedule, the Company can elect to convert
each subsequent A319 aircraft into an A320 or an A321 aircraft, subject to basic
price adjustments in respect of the aircraft type chosen. Certain purchase
incentives and credits similar to those given in respect of A319 aircraft will
also apply to such conversion.
Airbus has granted the Company the right to elect, at any time, to purchase up
to 120 additional aircraft at the same basic price (provided that they are
scheduled for delivery up to 31 December 2012 and delivery slots are available).
Certain purchase incentives and other credits will also apply to these
Additional Purchase Rights.
The Airbus Contract also gives the Company delivery date flexibility in that it
allows the Company to modify the timing of a number of scheduled deliveries in
each calendar quarter, subject to appropriate notice and conditions.
Price
The aircraft basic price (equivalent to a standard list price for an aircraft of
this type) is made up of the airframe basic list price, the sum of the
specification change notice (''SCN'') prices and the propulsion systems basic
list price. SCNs, in this document, refer to easyJet's currently identified
aircraft specifications which customise the standard Airbus specifications for
such aircraft.
The following table sets out the aircraft basic price:
Total (US$) as
at January
Aircraft 2001
A319 . . . . . . . . . . . . . . . . . . . . . . 44,208,268
A320 . . . . . . . . . . . . . . . . . . . . . . 51,155,282
A321 . . . . . . . . . . . . . . . . . . . . . . 61,494,984
The basic prices for the airframe, propulsion systems and SCNs are subject to
price escalation by applying a formula reflecting increases in the published
relevant labour and material indexes between the time the basic price was set
and the delivery of such aircraft. The Company is responsible for the payment of
any taxes (including VAT) except for taxes relating to the manufacture of the
aircraft in, inter alia, France and/or Germany, which will be payable by Airbus.
The final basic price is subject to increases/decreases resulting from changes
in the relevant specifications.
Airbus and the selected engine manufacturer have granted to the Company very
substantial price concessions with regard to the A320 family of aircraft. These
will take the form of credit memoranda or payments to the Company for the amount
of such concessions, which easyJet may apply toward the purchase of goods and
services from Airbus or toward payments in respect of the purchase of the
aircraft. Airbus and CFM International S.A. (the manufacturer of the engines to
be fitted on the purchased aircraft) have also agreed to give the Company
certain allowances as well as providing other goods and services to the Company
on concessionary terms. As a result the effective price of each aircraft will be
very substantially below the basic price mentioned above. The Company believes
that, under the Airbus Contract, taking into account these substantial price
concessions, it can purchase A319 aircraft at a price approximately a third per
seat below the price for the Boeing 737-700 aircraft delivered to it under the
Boeing Contract in August 2002 and further that it would achieve an approximate
10 per cent. improvement over the Company's existing operating cost base in the
financial year ending 30 September 2002 (measured per available seat kilometre).
The prices set out above are exclusive of (i) the cost of ''buyer-furnished''
equipment which the Company has asked Airbus to install on each of the aircraft
which is estimated to be approximately $530,000 for the A319 aircraft and
$605,000 for the A320 and A321 aircraft and (ii) taxes.
Payment Terms
On execution of the Airbus Contract, easyJet paid a refundable deposit to
Airbus, which will be deducted from the relevant first pre-delivery payment for
each aircraft, which will be payable on passing the Resolution. If the
Resolution is not passed the Airbus Contract provides that the deposit shall be
refunded.
Under the Airbus Contract, easyJet is required to make certain pre-delivery
payments in respect of each aircraft of a portion of the basic list price for
that aircraft prior to its delivery. The balance of the final aircraft price,
after taking account of the escalation factor and deduction of any credit
memoranda and other concessions, is due at the time of delivery.
At the end of this Summary there is a table that sets out total payments at the
aircraft basic list price which are payable per quarter under the Airbus
Contract. This table does not reflect the price concessions or escalation
factor.
Principal Conditions
The delivery of each of the aircraft will be conditional upon, amongst other
things:
• the Company having paid the required advance payments prior to
delivery and the final price;
• the Company having delivered a signed acceptance certificate.
Airbus Support
In addition to manufacturing and delivering the aircraft, the Airbus Contract
will require Airbus to provide various ancillary goods and services to easyJet
both prior to delivery of the aircraft and throughout the period when easyJet
operates them. These ancillary goods and services include operations and field
service engineering, technical support and training, spare parts support,
training of easyJet's flight crews in the operation of the aircraft and a
complete set of technical manuals, software and other materials (including
subsequent revisions) with respect to each aircraft.
Under the Airbus Contract, Airbus will also provide the Company with airframe
and spare part warranties (including warranties against defects in design,
materials or workmanship and a warranty that the aircraft comply with agreed
specifications). Airbus will also agree to indemnify the Company against any
intellectual property infringement claims that may be brought against the
Company in respect of the aircraft.
Airbus has also:
• agreed to assist in reducing the residual value risk on the
remaining 10 Boeing 737-300 aircraft owned by easyJet (including by agreeing to
grant to the Company the right to sell such aircraft to Airbus if, inter alia,
the aircraft meets the contractual delivery conditions on a specified sale date,
the required period of notice is given and the other general conditions
precedent are met);
• provided a guarantee as to the technical dispatch reliability
of the A319 aircraft;
• undertaken to put in place arrangements, in keeping with the
low cost operation, to provide that the cost to the easyJet Group of maintenance
for the Airbus A319 aircraft shall not exceed the cost of maintenance for its
Boeing 737-700 aircraft; and
• agreed to assist easyJet in respect of the initial provision of
certain spare parts.
Termination and Assignment
Either party may terminate the Airbus Contract if the other party becomes
insolvent or subject to insolvency proceedings. If any scheduled delivery of an
aircraft is delayed for more than 12 months after the scheduled month of
delivery because of an excusable delay (being a delay due to causes outside of
Airbus' control) either party will have the right to terminate the Airbus
Contract with respect to the affected aircraft.
If delivery of any aircraft is delayed for a reason other than an excusable
delay or total loss of the aircraft, Airbus will pay liquidated damages to the
Company at a fixed daily rate limited to a maximum agreed amount. If the Company
were to terminate the Airbus Contract following such a delay, the liquidated
damages may be the sole remedy available to the Company.
Airbus may terminate the Airbus Contract, among other reasons, for non-payment
of pre-delivery payments or failure to take delivery of an aircraft.
The Airbus Contract also provides that the rights and obligations of the parties
may not (subject to certain exceptions) be assigned or transferred without the
consent of the non-transferring party, which shall not be unreasonably withheld.
The termination rights described above are without prejudice to either party's
rights and remedies available at law, for instance a suit for damages for breach
of contract.
Total payments at
the aircraft basic
list price for 120
A319 aircraft
Year Calendar quarter (US$ million)
2003 Q1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240
Q2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Q3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
Q4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166
2004 Q1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215
Q2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401
Q3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240
Q4 . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 202
2005 Q1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 432
Q2 . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 498
Q3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 276
Q4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 254
2006 Q1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 401
Q2 . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 420
Q3 . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 263
Q4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
2007 Q1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389
Q2 . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 354
Q3 . .. . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
Q4 . . . . ... . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 0
5,305
Note: This payment schedule does not take account of the escalation formula
described above, the very substantial deductions resulting from the credit
memoranda, other concessions, the ''buyer furnished'' equipment and/or taxes.
The total payment figure set out for 2003 (Q1) is set out on the basis that the
Airbus Contract will become unconditional in 2003 (Q1). This payment schedule
also assumes delivery of each aircraft taking place in accordance with the terms
of the Airbus Contract (i.e. no changes in delivery time taking place).
APPENDIX
DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS
The following apply throughout this announcement, unless the context otherwise
requires:
''€'' Euros;
''Acquisition'' the acquisition of the entire issued share
capital of Newgo 1 Limited by the Company
pursuant to the Acquisition Agreement;
''Acquisition Agreement'' the agreement dated 16 May 2002 between the
Company, Newgo 1 Limited, 3i Group plc, other
institutional shareholders and certain
individual sellers;
''Acquisition and Rights Issue the circular issued by the Company to
Circular' Shareholders dated 23 May 2002 in relation
to inter alia the Acquisition;
''Additional Purchase Rights'' the rights granted to the Company
pursuant to the Airbus Contract to elect, at
any time, to purchase, at the same basic
price, up to 120 additional Airbus A319
aircraft (provided that they are scheduled
for delivery up to 31 December 2012 and
delivery slots are available), further
details of which are set out in the Summary;
''Airbus'' Airbus G.I.E.;
''Airbus Contract'' a conditional agreement made between the
Company and Airbus to purchase 120 Airbus
A319 aircraft and incorporating the
Additional Purchase Rights, further details
of which are set out in the Summary;
''Boeing'' The Boeing Company;
''Boeing Contract'' an agreement for the provision of 32 Boeing
737 aircraft, dated 23 July 1998 as assigned
to the Company;
'CFM Selection Letter' a selection letter (with attachments) between
C.F.M. International S.A. ('CFM') and the
Company, in which the Company selects C.F.M.
as its preferred engine manufacturer subject
to agreeing formal documentation and C.F.M.
irrevocably agrees to provide certain credits
to easyJet;
''Company'' easyJet plc;
''Directors'' the directors of the
Company;
''Deutsche BA'' Deutsche BA Holdings GmbH;
''easyJet'' and ''easyJet Group'' the Company and its subsidiary
undertakings (including easyJet Switzerland
and Go);
''easyJet Brand Licence'' the brand licence dated 5 November
2000 between easyGroup IP Licensing Limited,
easyJet UK, Stelios Haji-Ioannou, the Company
and easyGroup (UK) Limited under which, inter
alia, easyGroup IP Licensing Limited granted
easyJet UK a right to use the easyJet and
other ''easy'' branding livery;
''easyJet Switzerland'' easyJet Switzerland S.A.;
''easyJet UK'' easyJet Airline Company
Limited;
''Extraordinary General Meeting'' the extraordinary general meeting of the
or EGM' Company convened for 12 March 2003;
''Go'' Newgo 1 Limited and its subsidiaries, Newgo 2
Limited and Go Fly Limited;
''Global Offering Circular'' the circular issued by the Company to
Shareholders dated 15 November 2000 relating
to, inter alia, the placing by Credit Suisse
First Boston and UBS Warburg of shares in the
Company;
''Ordinary Shares'' the ordinary shares of 25p each in the share
capital of the Company;
''Purchase'' or
''Proposed Purchase'' the proposed purchase of 120 Airbus A319
aircraft over a 5 year period from 2003 to
2007 with Additional Purchase Rights, to
purchase, at the same basic price, up to 120
additional Airbus A319 aircraft, for delivery
up to 31 December 2012 (provided that
delivery slots are available), under the
terms of the Airbus Contract;
''Relationship Agreement'' a relationship agreement dated 14 November
2000 entered into between Stelios
Haji-Ioannou, easyJet Holdings Limited and
the Company, as amended;
''Resolution'' the ordinary resolution to approve the
Purchase to be proposed at the EGM;
''Rights Issue'' the rights issue of Ordinary Shares as set
out in the Acquisition and Rights Issue
Circular;
''Shareholder(s)'' the holder(s) of Ordinary Shares in the
Company; and
''US$'' or ''USD'' United States dollars.
This information is provided by RNS
The company news service from the London Stock Exchange