EGM Statement
easyJet PLC
17 June 2002
FOR IMMEDIATE RELEASE
17 June 2002
Not for release, distribution or publication in whole or in part outside the
United Kingdom
easyJet plc ('easyJet' or the 'Company')
Results of Extraordinary General Meeting in connection with the proposed
acquisition of Go and Rights Issue
The Board of easyJet (LSE: EZJ) announces that at the Extraordinary General
Meeting of the Company held earlier today the Resolutions to: (a) approve the
acquisition of Newgo 1 Limited, the ultimate holding company of Go; (b) approve
the Combination Plan; (c) increase the authorised share capital of the Company;
(d) authorise the Directors to allot relevant securities in connection with the
Rights Issue and otherwise; and (e) disapply section 89(1) of the Companies Act
1985 in connection with the Rights Issue and otherwise (each as set out in the
Notice of Extraordinary General Meeting dated 23 May 2002) were duly passed.
The acquisition of Go remains conditional on regulatory clearances and certain
other issues which are to be satisfied or waived by 31 July 2002.
Today, Provisional Allotment Letters in respect of entitlements to Rights Issue
Shares will be posted to Qualifying non-CREST Shareholders. It is expected that
Nil Paid Rights will be credited to the stock accounts of Qualifying CREST
Shareholders with effect from 8.00am on 18 June 2002.
It is expected that admission of the Rights Issue Shares to the Official List of
the UK Listing Authority, nil paid, will become effective and that dealings on
the London Stock Exchange in such shares, nil paid, will commence at 8.00am on
18 June 2002.
The latest time and date for acceptance and payment in full for Rights Issue
Shares is 10.30am on 8 July 2002.
Credit Suisse First Boston is acting as sponsor and financial adviser to
easyJet.
Words and expressions defined in the Circular to Shareholders dated 23 May 2002
shall bear the same meaning as in this announcement.
Enquiries
Toby Nicol, easyJet +44 (0)1582 525339
Charles Cook, Grandfield +44 (0)20 7417 4170
Clare Abbot, Grandfield +44 (0)20 7417 4170
Credit Suisse First Boston
Michael McGhee +44 (0)20 7888 8888
Richard Crawley +44 (0)20 7888 8888
Credit Suisse First Boston (Europe) Limited is acting as sponsor and financial
adviser to the Company with regard to the Rights Issue. Credit Suisse First
Boston Equities Limited, UBS AG (acting through its business group UBS Warburg)
and Salomon Brothers U.K. Equity Limited are acting as underwriters to the
Company with regard to the Rights Issue. The contents of this announcement,
which has been prepared and issued by, and is the sole responsibility of easyJet
plc, have been approved solely for the purposes of section 21 of the Financial
Services and Markets Act 2000 by Credit Suisse First Boston (Europe) Limited.
Credit Suisse First Boston (Europe) Limited does not have any authority
whatsoever to make any representation or warranty on behalf of easyJet plc or
any other person in connection with the proposed Rights Issue or any other
investment in securities of easyJet plc.
Credit Suisse First Boston (Europe) Limited, Credit Suisse First Boston Equities
Limited, UBS AG (acting through its business group UBS Warburg), UBS Warburg
Ltd. and Salomon Brothers U.K. Equities Limited, who are regulated in the U.K.
by the Financial Services Authority, are acting exclusively for easyJet plc and
no-one else in connection with the Acquisition and the Rights Issue and (with
the exception of UBS Warburg Ltd. and Credit Suisse First Boston (Europe)
Limited) for the Placing Shareholders (as defined at page 17 of the Circular) in
connection with the expected placing of certain Nil Paid Rights of the Placing
Shareholders, and will not be responsible to anyone other than easyJet plc or
the Placing Shareholders (as the case may be) for providing the protections
afforded to their customers nor for providing advice in relation to the
Acquisition, Rights Issue or the Placing.
The address of Credit Suisse First Boston (Europe) Limited is One Cabot Square,
London E14 4QJ.
Prices and values of, and income from, shares or rights thereto may go down as
well as up and an investor may not get back the amount invested. It should be
noted that past performance is not a guide to future performance. Persons
needing advice should consult an independent financial adviser.
This announcement does not constitute or form part of, and should not be
construed as, an offer for sale or subscription of, or solicitation of any offer
to buy or subscribe for, any securities of easyJet plc nor should it or any part
of it form the basis of, or be relied on in connection with, any contract or
commitment whatsoever. Any decision in connection with the proposed Rights Issue
should be made solely on the basis of the information contained in the Rights
Issue Prospectus issued in connection with the Rights Issue.
Without limitation to the foregoing, this announcement does not constitute an
offer of securities for sale in Canada, Japan, Australia, South Africa, Spain,
Italy, the Netherlands or the Republic of Ireland, nor does it constitute an
offer of securities for sale in the United States or in any jurisdiction in
which it would be illegal to make an offer. Securities may not be offered or
sold in the United States absent registration or an exemption from registration.
Any public offering of securities in the United States must be made by means of
a prospectus which would contain detailed information about the Company and its
management, as well as financial statements.
None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or
the Provisional Allotment Letters have been or will be registered under (without
limitation) the United States Securities Act of 1933, as amended, or under the
applicable securities laws of any state of the United States, any province or
territory of Canada, Japan, Australia, South Africa, Spain, Italy, the
Netherlands or the Republic of Ireland nor will they qualify for distribution
under any of the securities laws of any jurisdiction outside the United Kingdom
where action for that purpose is required. Subject to certain exceptions, none
of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares nor the
Provisional Allotment Letters may be offered, sold, resold, delivered,
transferred or renounced, directly or indirectly, in or into the United States,
Canada, Japan, Australia, South Africa, Spain, Italy, the Netherlands or the
Republic of Ireland, or their respective territories or possessions.
Accordingly, neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, into those jurisdictions,
their territories or possessions or passed to residents, corporations or other
entities organised under the laws of those jurisdictions, their territories or
possessions or branches, agencies or affiliates of any such corporations or
entities where action for that purpose is required.
Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and assumptions and, by their
nature, are subject to a number of risks and uncertainties that could cause
actual results and performance to differ materially from any expected future
results or performance, expressed or implied, by the forward-looking statement.
The information and opinions contained in this announcement are subject to
change without notice and easyJet plc assumes no responsibility to update any of
the statements contained herein except to the extent required by law.
This information is provided by RNS
The company news service from the London Stock Exchange