TIDMEZJ
RNS Number : 3324L
easyJet PLC
09 September 2021
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT
FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES,
AUSTRALIA, CANADA (SUBJECT TO CERTAIN LIMITED EXCEPTIONS), JAPAN,
NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT.
INVESTORS SHOULD NOT SUBSCRIBE FOR THE SECURITIES REFERRED TO IN
THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED
IN THE PROSPECTUSES.
For immediate release
easyJet plc
Publication of prospectus
9 September 2021
Further to the announcement by easyJet plc (the "Company")
earlier today relating to a fully underwritten rights issue to
raise gross proceeds of approximately GBP1.2 billion (the "Rights
Issue") and a new committed $400 million four-year senior secured
revolving credit facility, the Financial Conduct Authority ("FCA")
and the Autorité des marchés financiers ("AMF") (the French
financial regulator) have each approved a prospectus dated 9
September 2021 (the "UK Prospectus" and the "French Prospectus",
respectively, and together the "Prospectuses") in connection with
the Rights Issue and the Prospectuses have been published by the
Company.
The French Prospectus has been approved by the AMF in its
capacity as competent authority in the European Economic Area in
accordance with the European Prospectus Regulation, and will be
passported into the following countries within the European
Economic Area: Germany, Italy and Spain.
The Prospectuses contain further details of the Rights Issue and
are available on the Company's website,
(https://corporate.easyjet.com/investors/rights-issue) , subject to
certain access restrictions. The French Prospectus will also be
available on the website of the AMF ( www.amf-france.org ).
The French Prospectus has approval number 21-389.
A copy of the UK Prospectus has been submitted to the FCA's
National Storage Mechanism .
CONTACTS
easyJet
Investor and analyst enquiries
Michael Barker, Director of Investor Relations
+44 (0) 7985 890 939; E-mail: michael.barker@easyJet.com
Adrian Talbot, Senior Investor Relations Manager
+44 (0) 7971 592 373; E-mail: adrian.talbot@easyJet.com
BNP Paribas (Joint Sponsor, Joint Global Coordinator and Joint
Corporate Broker)
Andrew Forrester
Chris Byrne
Paul Frankfurt
Josh Younger
+44 (0)20 7595 2000
Greenhill (Joint Sponsor and Financial Adviser)
David Wyles
Michael Masterson
Dean Rodrigues
+44 (0)20 7198 7400
Credit Suisse (Joint Global Coordinator and Joint Corporate
Broker)
John Hannaford
Christian Brucher
Nick Koemtzopoulos
James Green
Gillian Sheldon (Senior Advisor)
+44 (0) 20 7888 8888
Goldman Sachs (Joint Global Coordinator)
Eduard van Wyk
Charlie Lytle
Cara Pazdon
Louise Courtney
+44 (0) 20 7774 1000
Santander (Joint Bookrunner)
Simon Payne
Javier Mata
Michael Ward
+34 692 206 356
Société Générale (Joint Bookrunner)
Emilie Jadat O'Shea
+33 1 42 13 44 97
Gregory Mouzawak
+33 1 56 37 67 27
Media enquiries
Anna Knowles Corporate Communications +44 (0)7985 873 313
Edward Simpkins Finsbury +44 (0)7947 740 551
Dorothy Burwell Finsbury +44 (0)7733 294 930
IMPORTANT NOTICES
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is not a
prospectus but an advertisement and investors should not acquire
any nil paid rights, fully paid rights or new shares referred to in
this announcement except on the basis of the information contained
in the Prospectuses approved respectively by the Financial Conduct
Authority and the AMF and published by the Company in connection
with the Rights Issue. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. A copy of the Prospectuses will be
available on the Company's website, provided that the Prospectuses
will not, subject to certain exceptions, be available to certain
shareholders in certain restricted or excluded territories. The
Prospectuses will give further details of the Rights Issue.
Potential investors are advised to read the Prospectuses before
making an investment decision in order to fully understand the
potential risks and rewards associated with the decision to invest
in the securities. The approval of the Prospectuses by the FCA and
the AMF should not be understood as an endorsement of the
securities offered.
Any decision to participate in the Rights Issue must be made
solely on the basis of the Prospectuses. The information contained
in this announcement is for background purposes only and no
reliance may or should be placed by any person for any purpose
whatsoever on the information contained in this announcement or on
its completeness, accuracy or fairness. Recipients of this
announcement should conduct their own investigation, evaluation and
analysis of the business, data and property described in this
announcement. This announcement does not constitute a
recommendation concerning any investor's decision or options with
respect to the Rights Issue. The information in this announcement
is subject to change.
This announcement is for information purposes only and shall not
constitute or form part of any offer to issue or sell, or the
solicitation of any offer to purchase, subscribe for or otherwise
acquire, any securities of the Company in the United States
(including its territories and possessions, any state of the United
States and the District of Columbia) (the "United States" or "US")
or any other jurisdiction where such offer or sale would be
unlawful. The securities referred to herein (the "Securities") have
not been and will not be registered under the US Securities Act of
1933, as amended (the "US Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold, taken up, exercised,
resold, pledged, renounced, transferred or delivered, directly or
indirectly, into or within the United States, except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any relevant
state or other jurisdiction of the United States. There will be no
public offering of the Securities in the United States.
Neither this announcement or any other document connected with
the Rights Issue has been or will be approved or disapproved by the
United States Securities and Exchange Commission, any state
securities commission in the United States or any other US
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the
Securities or the accuracy or adequacy of this announcement or any
other document connected with the Rights Issue. Any representation
to the contrary is a criminal offence in the United States.
The distribution of this announcement and any proposed offering
and/or issue of securities referred to herein in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, BNP Paribas ("BNP Paribas"), Credit Suisse
International ("Credit Suisse"), Goldman Sachs International
("Goldman Sachs International"), Banco Santander, S.A.
("Santander"), Société Générale ("Société Générale"), BNP Paribas
London Branch ("BNP Paribas London Branch"), Greenhill & Co.
International LLP ("Greenhill" and, together with BNP Paribas,
Credit Suisse, Goldman Sachs International, Santander, Société
Générale and BNP Paribas London Branch, the "Banks") that would
permit an offer of securities or possession or distribution of this
announcement or publicity material relating to securities in any
jurisdiction where action for that purpose is required, other than
in the United Kingdom. Persons into whose possession this
announcement comes are required by the Company and the Banks to
inform themselves about and to observe any such restrictions. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of such jurisdiction.
BNP Paribas is authorised and regulated by the European Central
Bank ("ECB") and the Autorité de Contrôle Prudentiel et de
Resolution ("ACPR"). Credit Suisse is authorised in the United
Kingdom by the Prudential Regulation Authority ("PRA") and
regulated in the United Kingdom by the FCA and the PRA. Goldman
Sachs International is authorised in the United Kingdom by the PRA
and regulated in the United Kingdom by the FCA and the PRA.
Santander is authorised and regulated by the Bank of Spain and
subject to supervision by the Bank of Spain and by the ECB and to
limited regulation by the FCA and the PRA. Société Générale is a
French credit institution (bank) authorised and supervised by the
ECB and the ACPR and regulated by the AMF. Details of the temporary
permissions regime as prescribed under The EEA Passport Rights
(Amendment, etc., and Transitional Provisions) (EU Exit)
Regulations 2018 (the "Temporary Permissions Regime"), which allows
EEA-based firms to operate in the UK for a limited period while
seeking full authorisation, are available on the FCA's website, and
further details about the extent of Société Générale's
authorisation, supervision and regulation by the above-mentioned
authorities are available from Société Générale on request. BNP
Paribas London Branch is authorised by the PRA with deemed
permissions under the Temporary
Permissions Regime. BNP Paribas London Branch is subject to
regulation by the FCA and limited regulation by the PRA. Greenhill
is authorised and regulated in the United Kingdom by the FCA. Each
of the Banks is acting exclusively for the Company and no one else
in connection with the Rights Issue and will not regard any other
person (whether or not a recipient of this announcement) as a
client in relation to the Rights Issue and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
relation to the Rights Issue or any matters, transactions or
arrangements referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on any of the Underwriters (as defined below) and
Greenhill by the Financial Services and Markets Act 2000, as
amended ("FSMA") or the regulatory regime established thereunder,
or under the regulatory regime of any jurisdiction where the
exclusion of liability under the relevant regulatory regime would
be illegal, void or unenforceable, neither the Banks nor any of
their respective subsidiaries, branches or affiliates, accept any
duty, liability or responsibility whatsoever (whether direct or
indirect) to any person for any acts or omissions of the Company as
to the contents of this announcement or make any representation or
warranty, express or implied, as to the contents of this
announcement including its accuracy, completeness or verification
or for any statement made or purported to be made by it, or on its
behalf, in connection with the Company, the Securities or the
Rights Issue and nothing in this announcement shall be relied upon
as a promise or representation in this respect, whether or not as
to the past or future. The Banks and their respective subsidiaries,
branches and affiliates accordingly disclaim, to the fullest extent
permitted by law, all and any duty, liability and responsibility
whatsoever arising in tort, contract or otherwise which it might
otherwise have in respect of this announcement or any such
statement.
BNP Paribas, Credit Suisse, Goldman Sachs International,
Santander and Société Générale (the "Underwriters"), in accordance
with applicable legal and regulatory provisions, may engage in
transactions in relation to the Securities and/or related
instruments for their own account for the purpose of hedging their
underwriting exposure or otherwise. In connection with the Rights
Issue, the Underwriters and any of their respective affiliates,
acting as investors for their own accounts may acquire new ordinary
shares in the Company ("New Shares") as a principal position and in
that capacity may retain, acquire, subscribe for, purchase, sell,
offer to sell or otherwise deal for their own accounts in such New
Shares and other securities of the Company or related investments
in connection with the Rights Issue or otherwise. Accordingly,
references in this document to the New Shares being issued,
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue, offer, subscription, acquisition,
placing or dealing by each of the Underwriters and any of their
respective affiliates acting as investors for their own accounts.
In addition, certain of the Underwriters or their respective
affiliates may enter into financing arrangements (including swaps
or contracts for difference) with investors in connection with
which such Underwriters (or their respective affiliates) may from
time to time acquire, hold or dispose of New Shares. The
Underwriters may also coordinate a sell-down in the event that any
underwriting crystallises as a result of the Rights Issue. Except
as required by applicable law or regulation, the Underwriters and
their respective affiliates do not propose to make any public
disclosure in relation to such transactions.
In the event that the Underwriters acquire New Shares which are
not taken up by Qualifying Shareholders (as defined in the
Prospectuses), the Underwriters may co-ordinate disposals of such
shares in accordance with applicable law and regulation. Except as
required by applicable law or regulation, the Underwriters and
their respective affiliates do not propose to make any public
disclosure in relation to such transactions.
Neither the contents 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.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Rights Issue.
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. The contents of this announcement are not to
be construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
None of the Banks nor any of their respective affiliates accepts
any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy, fairness, sufficiency
or completeness of the information or the opinions or beliefs
contained in this announcement (or any part hereof). None of the
information in this announcement has been independently verified or
approved by the Banks or any of their respective affiliates. Save
in the case of fraud, no liability is accepted by the Banks or any
of their respective affiliates for any errors, omissions or
inaccuracies in such information or opinions or for any loss, cost
or damage suffered or incurred howsoever arising, directly or
indirectly, from any use of this announcement or its contents or
otherwise in connection with this announcement.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and, if given or made, such announcements must not be relied on as
having been authorised by the Company, the Banks or any of their
respective affiliates. Subject to the Listing Rules, the Prospectus
Regulation Rules, the Disclosure Guidance and Transparency Rules
and MAR (each as defined in the Prospectuses) and the European
Prospectus Regulation, the issue of this announcement and any
subsequent announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date of this announcement or that the information
contained in it is correct as at any subsequent date.
This announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. None of the Company, the
Banks or their respective affiliates undertakes or is under any
duty to update this announcement or to correct any inaccuracies in
any such information which may become apparent or to provide you
with any additional information, other than any requirements that
the Company may have under applicable law or the European
Prospectus Regulation, the Listing Rules, the Prospectus Regulation
Rules, the Disclosure Guidance and Transparency Rules or MAR. To
the fullest extent permissible by law, such persons disclaim all
and any responsibility or liability, whether arising in tort,
contract or otherwise, which they might otherwise have in respect
of this announcement. The information in this announcement is
subject to change without notice.
The Securities will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
Information to Distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the New Shares have been
subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, as respectively
defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of
Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors (such
term to have the same meaning as in the UK MiFIR Product Governance
Requirements) should note that: the price of the New Shares may
decline and investors could lose all or part of their investment
and the New Shares offer no guaranteed income and no capital
protection; and an investment in the New 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 sale of the New Shares. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Underwriters will
only procure investors (in connection with the Rights Issue) 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 Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 New
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Shares and determining
appropriate distribution channels.
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END
PDIBLGDCBUGDGBC
(END) Dow Jones Newswires
September 09, 2021 12:54 ET (16:54 GMT)
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