JET2.GB JET2 PLC

THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Jet2 plc launches repurchase of the entire outstanding principal amount of its existing convertible bonds due 2026

Jet2 plc, the Leisure Travel group (the “Purchaser”), announces an invitation, on the terms and conditions set out below, to the holders (the “Bondholders”) of its existing £387,400,000 1.625% Guaranteed Senior Unsecured Convertible Bonds due 2026 (£304,400,000 of which are currently outstanding) with ISIN code: XS2351465179 (the “Bonds”) to offer to sell any and all of their Bonds to the Purchaser for cash at the Final Repurchase Price (as defined below) by way of a reverse bookbuilding process (the “Invitation”).

The Invitation is expected to close at 4.30pm (UKT) on Tuesday, 11 March 2025, subject to the right of the Purchaser, in its sole discretion, to extend, re-open, amend or terminate the Invitation at any time prior to announcement of the final aggregate principal amount of the Bonds accepted for purchase pursuant to the Invitation.

To the extent that the Purchaser, in its sole discretion, accepts any Bonds tendered by Eligible Bondholders (as defined below) in connection with the Invitation, such Eligible Bondholders will receive an amount in cash per £100,000 in principal amount of Bonds equal to £102,500 (the “Initial Repurchase Price”), to be adjusted for the difference between the average of the daily VWAPs of the underlying Purchaser’s shares with ISIN code GB00B1722W11 quoted on the AIM Market of the London Stock Exchange (the “Shares”) on Tuesday, 11 March 2025 and Wednesday, 12 March 2025 and the closing price of the Shares on Monday, 10 March 2025  (the “Final Repurchase Price”), plus accrued and unpaid interest up to (but excluding) the Settlement Date (as defined below) of such Invitation.

It is the intention of the Purchaser to repurchase up to 100% of the outstanding principal amount of the Bonds. If at any time after, or as a result of, the Invitation, the number of outstanding Bonds represents less than 15% of the total number of the Bonds originally issued, the Purchaser intends to redeem the remaining outstanding Bonds, in whole but not in part, at their principal amount (plus accrued and unpaid interest to the relevant date fixed for redemption) in accordance with their terms and conditions.

The Invitation is not being made, and will not be made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone, the internet and other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Invitation cannot be accepted, and no Bonds can be offered for sale, by any such use, means, instrumentality or facility or from within the United States. The Invitation is not open to any persons located or resident in the United States, or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation or any participation therein would be unlawful. The Invitation is targeted at Bondholders that are outside the United States and to whom the Invitation may otherwise be lawfully made and who are otherwise lawfully able to participate in the Invitation in accordance with the Invitation and Distribution Restrictions set out under "Important Information" below (such Bondholders being the “Eligible Bondholders”).

Eligible Bondholders wishing to tender any or all of their Bonds to the Purchaser in connection with the Invitation must do so in accordance with the procedures set out in the invitation term sheet that has been prepared by the Purchaser in connection with the Invitation (the “Invitation Term Sheet”). The Invitation Term Sheet will be made available to Eligible Bondholders, at their request, by HSBC Bank plc and Jefferies International Limited (the “Joint Dealer Managers”) who are acting as dealer managers in respect of the Invitation. Rothschild & Co is acting as financial adviser to the Purchaser.

The Purchaser expressly reserves the right, in its sole discretion, subject to applicable law, at any time, to amend any term of the Invitation in any respect (including, without limitation, any acceptance deadline). The Purchaser may continue, in its sole discretion, to also purchase Bonds through open market transactions.

The aggregate principal amount of Bonds accepted for purchase pursuant to the Invitation is expected to be announced on Tuesday, 11 March 2025, following the end of the repurchase period (as defined in the Invitation Term Sheet). The Final Repurchase Price is expected to be announced on Wednesday, 12 March 2025 following the close of trading.

Settlement of the repurchases pursuant to the Invitation is expected to occur on or around Tuesday, 18 March 2025 (the “Settlement Date”). Any Bonds repurchased by the Purchaser in connection with the Invitation will be cancelled thereafter in accordance with the terms and conditions of the Bonds.

This announcement is released by Jet2 plc and contains information in relation to the Bonds that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as amended and as it forms part of United Kingdom domestic law ("UK MAR"). For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of United Kingdom domestic law, this announcement is made by Gary Brown, Jet2 plc.

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IMPORTANT INFORMATION

GENERAL

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL BONDS AND TENDERS OF BONDS FOR PURCHASE PURSUANT TO THE INVITATION WILL NOT BE ACCEPTED FROM HOLDERS OF BONDS IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE INVITATION TO BE MADE BY A LICENSED BROKER OR DEALER AND THE JOINT DEALER MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES ARE SUCH A LICENSED BROKER OR DEALER IN ANY SUCH JURISDICTION, THE INVITATION SHALL BE DEEMED TO BE MADE BY SUCH JOINT DEALER MANAGER OR SUCH AFFILIATE, AS THE CASE MAY BE, ON BEHALF OF THE PURCHASER IN SUCH JURISDICTION.

ROTHSCHILD & CO EQUITY MARKETS SOLUTIONS LIMITED (“ROTHSCHILD & CO”), WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY IN THE UNITED KINGDOM, IS ACTING EXCLUSIVELY FOR JET2 PLC AND FOR NO ONE ELSE IN CONNECTION WITH THE CONVERTIBLE BONDS REPURCHASE AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN JET2 PLC FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS OR FOR PROVIDING ADVICE IN CONNECTION WITH THE CONVERTIBLE BONDS REPURCHASE.

INVITATION AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE INVITATION IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION UNDER APPLICABLE SECURITIES LAWS. THE DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE PURCHASER AND THE JOINT DEALER MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

UNITED STATES

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR AN INVITATION TO OFFER OR SELL SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT SUCH REGISTRATION, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT AND THE INVITATION ARE NOT BEING MADE, AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAIL OF, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, OR OF ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES. THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE AND THE INTERNET.

THE BONDS MAY NOT BE TENDERED PURSUANT TO THIS ANNOUNCEMENT OR THE INVITATION BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT. ACCORDINGLY, COPIES OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED (INCLUDING, WITHOUT LIMITATION, BY CUSTODIANS, NOMINEES OR TRUSTEES) IN OR INTO THE UNITED STATES. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT, THE INVITATION OR ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES, SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY PURPORTED TENDER OF BONDS IN CONNECTION WITH THE INVITATION OR ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND ANY PURPORTED TENDER OF BONDS IN THE INVITATION MADE BY A PERSON LOCATED IN THE UNITED STATES OR ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL BE INVALID AND WILL NOT BE ACCEPTED.

EACH HOLDER OF BONDS PARTICIPATING IN THE INVITATION WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED STATES AND IS NOT PARTICIPATING IN SUCH INVITATION FROM THE UNITED STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL LOCATED OUTSIDE THE UNITED STATES THAT IS NOT GIVING AN ORDER TO PARTICIPATE IN SUCH INVITATION FROM THE UNITED STATES. FOR THE PURPOSES OF THIS AND THE ABOVE PARAGRAPHS, “UNITED STATES” MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA.

UNITED KINGDOM

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION IS NOT BEING MADE, AND THIS ANNOUNCEMENT AND ANY SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN APPROVED, BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED. ACCORDINGLY, THIS ANNOUNCEMENT AND ANY SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY SUCH DOCUMENTS AND/OR MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “FINANCIAL PROMOTION ORDER”) OR PERSONS WHO ARE WITHIN ARTICLE 43(2) OR 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER OR ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE UNDER THE FINANCIAL PROMOTION ORDER.

ITALY

NONE OF THE INVITATION, THIS ANNOUNCEMENT OR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THIS ANNOUNCEMENT OR THE INVITATION HAVE BEEN OR WILL BE SUBMITTED TO THE CLEARANCE PROCEDURE OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA (“CONSOB”) PURSUANT TO ITALIAN LAWS AND REGULATIONS.

THE INVITATION IS BEING CARRIED OUT IN THE REPUBLIC OF ITALY AS EXEMPTED OFFERS PURSUANT TO ARTICLE 101-BIS, PARAGRAPH 3-BIS OF THE LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS AMENDED (THE “ITALIAN FINANCIAL SERVICES ACT”) AND ARTICLE 35-BIS, PARAGRAPH 3, OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED FROM TIME TO TIME (THE “ISSUERS’ REGULATION”). ACCORDINGLY, THE INVITATION IS ONLY ADDRESSED TO HOLDERS OF BONDS LOCATED IN THE REPUBLIC OF ITALY WHO ARE “QUALIFIED INVESTORS” (INVESTITORI QUALIFICATI), AS DEFINED PURSUANT TO AND WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE REGULATION (EU) 2017/1129 AND ARTICLE 34-TER, FIRST PARAGRAPH, LETTER B) OF THE ISSUERS' REGULATION.

HOLDERS OR BENEFICIAL OWNERS OF THE BONDS LOCATED IN THE REPUBLIC OF ITALY CAN TENDER SOME OR ALL OF THEIR BONDS PURSUANT TO THE INVITATION THROUGH AUTHORISED PERSONS (SUCH AS INVESTMENT FIRMS, BANKS OR FINANCIAL INTERMEDIARIES PERMITTED TO CONDUCT SUCH ACTIVITIES IN ITALY IN ACCORDANCE WITH THE ITALIAN FINANCIAL SERVICES ACT, CONSOB REGULATION NO. 20307 OF 15 FEBRUARY 2018, AS AMENDED FROM TIME TO TIME, AND LEGISLATIVE DECREE NO. 385 OF 1 SEPTEMBER 1993, AS AMENDED) AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OR WITH REQUIREMENTS IMPOSED BY CONSOB OR ANY OTHER ITALIAN AUTHORITY.

EACH INTERMEDIARY MUST COMPLY WITH THE APPLICABLE LAWS AND REGULATIONS CONCERNING INFORMATION DUTIES VIS-À-VIS ITS CLIENTS IN CONNECTION WITH THE BONDS OR THE INVITATION.

FRANCE

THIS ANNOUNCEMENT AND ANY OTHER OFFERING MATERIAL RELATING TO THE INVITATION MAY NOT BE DISTRIBUTED IN THE REPUBLIC OF FRANCE EXCEPT TO QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS

THIS ANNOUNCEMENT MAY INCLUDE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS THE WORDS "BELIEVE", "ANTICIPATE", "ESTIMATE", "EXPECT", "INTEND", "PREDICT", "PROJECT", "COULD", "MAY", "WILL", "PLAN" OR BY THE USE OF SIMILAR EXPRESSIONS OR VARIATIONS ON SUCH EXPRESSIONS. FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND PROJECTIONS AND ARE SUBJECT TO INHERENT RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ANY FORWARD-LOOKING STATEMENTS MADE IN THIS ANNOUNCEMENT SPEAK ONLY AS OF THE DATE HEREOF. THE PURCHASER DOES NOT INTEND TO PUBLICLY UPDATE OR REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS INVITATION NOR ASSUMES ANY RESPONSIBILITY TO DO SO.

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