TIDMSTOB TIDMFLYB
RNS Number : 8538M
Stobart Group Limited
11 January 2019
PART I
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
11 January 2019
RECOMMED CASH OFFER
for
FLYBE GROUP PLC
by
CONNECT AIRWAYS LIMITED
(a company jointly-owned by DLP Holdings S.à. r.l., Stobart
Aviation Limited and
Virgin Travel Group Limited, a wholly-owned subsidiary of
Virgin Atlantic Limited)
Summary
-- Following the announcement on 14 November 2018 and the launch
of the Formal Sale Process with respect to Flybe, the Boards of
Flybe and Connect Airways announce that they have reached agreement
on the terms of a recommended cash offer for Flybe by Connect
Airways pursuant to which Connect Airways will acquire the entire
issued and to be issued share capital of Flybe.
-- Under the terms of the Acquisition, Flybe Shareholders will be entitled to receive:
one (1) pence in cash for each Flybe Share
which values the entire issued and to be issued share capital of
Flybe at approximately GBP2.2 million on the basis of the fully
diluted share capital of 216,656,776 Flybe Shares.
-- Cyrus, Stobart Group and Virgin Atlantic have engaged with
Flybe in a collaborative due diligence process since the
commencement of the Formal Sale Process, and have formulated the
Offer Price after careful review of the due diligence information,
the capital needs of Flybe, the challenging trading environment and
prevailing market conditions.
-- Concurrently with announcing the Acquisition, Cyrus, Stobart
Group and Virgin Atlantic have committed to make available a GBP20
million bridge loan facility to support Flybe's ongoing working
capital and operational requirements.
-- In addition, following completion of the Acquisition, Cyrus,
Stobart Group and Virgin Atlantic are intending to provide up to
GBP80 million of further funding to the Combined Group to invest in
its business and support its growth, as well as a contribution of
Stobart Air.
-- It is intended that the Acquisition will be effected by means
of a Court-sanctioned scheme of arrangement between Flybe and the
Scheme Shareholders under Part 26 of the Companies Act.
-- The Acquisition is subject to a number of Conditions and
further terms, including the approval of the Scheme by the Scheme
Shareholders by the requisite majorities and the sanctioning of the
Scheme by the Court. The Conditions are set out in full in Part A
of Appendix 1 to this Announcement.
Connect Airways
-- Connect Airways is a joint venture company the share capital
of which is owned 40% by DLP Holdings, S.à. r.l., a company
wholly-owned by funds managed by Cyrus, 30% by Stobart Aviation, a
wholly-owned subsidiary of Stobart Group, and 30% by Virgin Travel
Group Limited, a wholly-owned subsidiary of Virgin Atlantic, the
holding company of Virgin Atlantic Airways Limited and Virgin
Holidays Limited.
-- It is also expected that, immediately prior to completion of
the Acquisition, Connect Airways will acquire Stobart Air, Stobart
Group's regional airline and aircraft leasing business. The
combined group is expected to bring benefits to customers,
suppliers and employees, providing stability in a tough trading
environment.
Combined Group
-- Cyrus, Stobart Group and Virgin Atlantic believe that
combining Flybe and Stobart Air in a more integrated commercial
cooperation with Virgin Atlantic's long-haul operations will create
a fully-fledged UK network carrier under the Virgin Atlantic brand,
alongside Stobart Air's wet lease operations and aircraft leasing
business which will continue to operate as it does today.
-- Such a combination would be a compelling proposition with a
comprehensive regional network in the UK and Ireland coupled with
an enhanced European footprint, providing greater choice and
connectivity for customers to travel to destinations all over the
world.
-- The Acquisition will enable Flybe to benefit from committed
strategic investment partners in terms of Cyrus, Stobart Group and
Virgin Atlantic (through Connect Airways) and from an enhanced
presence at London Heathrow Airport and Manchester Airport with
potential to grow further in London Southend Airport.
-- The Acquisition and combination with franchise airline,
Stobart Air, will provide the Combined Group with an opportunity to
increase passenger numbers at London Southend Airport, accelerating
its growth for UK and European air travel.
Recommendation and support for the offer
-- The Flybe Board, who have been advised by Evercore (who are
providing independent financial advice to the Flybe Board for the
purposes of Rule 3 of the Code) as to the financial terms of the
Acquisition, considers the terms of the Acquisition to be fair and
reasonable. In providing its financial advice to the Flybe
Directors, Evercore has taken into account the commercial
assessments of the Flybe Directors.
-- Accordingly, the Flybe Directors believe that the terms of
the Acquisition are in the best interests of Flybe Shareholders as
a whole and unanimously recommend that Flybe Shareholders vote in
favour of the resolutions to be proposed at the Court Meeting and
the Flybe General Meeting (or, in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept or procure the
acceptance of such Takeover Offer).
-- Each Flybe Director who holds Flybe shares has irrevocably
undertaken to vote in favour of the resolutions in respect of their
own beneficial holdings of Flybe Shares, amounting to, in
aggregate, 871,664 Flybe Shares representing approximately 0.40% of
Flybe's share capital in issue on 10 January 2019 (being the latest
practicable date before the release of this Announcement).
Comment on the Acquisition
-- Commenting on the Acquisition, Christine Ourmières-Widener, CEO of Flybe said:
"Flybe plays a vital role in the UK's transport infrastructure
with a UK regional network which positions it well to benefit from
growing demands from long haul carriers for passenger feeder
traffic. We have successfully implemented a clear strategy in
recent years focused on tighter fleet management, improving revenue
per seat and increasing load factors. The pursuit of operational
excellence has reduced maintenance times and increased efficiencies
and customer satisfaction.
"However, the industry is suffering from higher fuel costs,
currency fluctuations and significant uncertainties presented by
Brexit. We have been affected by all of these factors which have
put pressure on short-term financial performance. At the same time,
Flybe suffered from a number of legacy issues that are being
addressed but are still adversely affecting cashflows.
"By combining to form a larger, stronger, group, we will be
better placed to withstand these pressures. We aim to provide an
even better service to our customers and secure the future for our
people."
-- Commenting on the Acquisition, Warwick Brady, CEO of Stobart Group said:
"The Board of Stobart Group believes that bringing Stobart Air
together with Flybe and partnering with Virgin Atlantic and Cyrus
Capital is the best way for us to play an active role in UK
regional flying.
"The combined entity will be a powerful combination with
sufficient scale to compete effectively in the UK and European
airline markets. It will allow us to continue to work with Flybe
and provides an excellent opportunity to continue to grow passenger
numbers at London Southend Airport."
-- Commenting on the Acquisition, Shai Weiss, CEO of Virgin Atlantic said:
"The Virgin Atlantic brand is built on the foundation of putting
customers at the heart of everything, providing customers with the
choice they deserve and a travel experience they love.
We are pleased to have this opportunity to partner with Stobart
Group and Cyrus to bring Virgin Atlantic service excellence to
Flybe's customers. Together, we can provide excellent connectivity
to our extensive long haul network and that of our joint venture
partner, Delta Air Lines, at London Heathrow Airport and Manchester
Airport for the benefit of our customers. In the near future, this
will only increase, through our expanded joint venture partnership
with Air France-KLM.".
-- Commenting on the Acquisition, Lucien Farrell, Partner of Cyrus said:
"We are delighted to be working once again with the Virgin Group
following our successful partnership in the launch and eventual
sale of Virgin America to Alaska Airlines. We believe Flybe's UK
regional focus and high quality management, together with Virgin
Atlantic's dedication to the best customer experience and Stobart
Group's expertise in regional flying, will produce a world-class
airline."
The Scheme process
-- The Scheme will be put to Scheme Shareholders at the Court
Meeting and the Flybe General Meeting. In order to become
Effective, the Scheme must be approved by a majority in number of
the holders of Scheme Shares present and voting, either in person
or by proxy, representing not less than 75% in value of the Scheme
Shares held by such holders. In addition, resolutions to deal with
certain ancillary matters must be passed at the Flybe General
Meeting to be held immediately after the Court Meeting.
-- The Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and the Flybe General
Meeting, together with the Forms of Proxy, will be published as
soon as practicable and, in any event, within 28 days of this
Announcement and that, subject to the satisfaction, or where
relevant waiver, of all relevant Conditions, the Scheme will become
Effective and the Acquisition completed early in Q2 2019.
Advisers
-- Barclays is acting as financial adviser to Stobart Group and
Connect Airways in respect of the Acquisition. Morgan, Lewis &
Bockius UK LLP is acting as legal adviser to Connect Airways and
Cyrus in respect of the Acquisition. Hill Dickinson is acting as
legal adviser to Connect Airways and Stobart Aviation in respect of
the Acquisition.
-- Rothschild & Co is acting as financial adviser to Virgin
Atlantic in respect of the Acquisition. Herbert Smith Freehills LLP
is acting as legal adviser to Virgin Atlantic in respect of the
Acquisition.
-- Evercore is acting as financial adviser to Flybe in respect
of the Acquisition. Bryan Cave Leighton Paisner LLP is acting as
legal adviser to Flybe in respect of the Acquisition.
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement (including the Appendices).
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 to this Announcement and to the
full terms and conditions which will be set out in the Scheme
Document. Appendix 2 contains details of the irrevocable
undertakings received in relation to the Acquisition that are
referred to in this Announcement. Appendix 3 contains definitions
of certain terms used in this summary and this Announcement.
Enquiries
Flybe Group plc +44(0)13 9236 4520
Christine Ourmières-Widener
Maitland/AMO +44(0)20 7379 5151
Neil Bennett
Connect Airways Limited
John Waples, FTI Consulting LLP +44(0)20 3727 1515
Edward Bridges, FTI Consulting LLP +44(0)20 3727 1067
Important notices relating to financial advisers
Evercore, which is authorised and regulated by the FCA in the
United Kingdom, is acting solely for Flybe as financial adviser in
relation to the matters referred to in this Announcement and for no
one else. Evercore will not be responsible to anyone other than
Flybe for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement
or any arrangement referred to herein. Neither Evercore, nor any of
its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person other
than Flybe in connection with this Announcement, any statement
contained herein or otherwise. Evercore has given, and not
withdrawn, its consent to the inclusion in this Announcement of the
references to its name and the advice it has given to Flybe in the
form and context in which they appear.
Barclays, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser to
Stobart Group and Connect Airways and for no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than Stobart Group and Connect Airways
for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this
Announcement. Neither Barclays, nor any of its affiliates, owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Barclays in
connection with this Announcement, any statement contained herein
or otherwise. Barclays has given, and not withdrawn, its consent to
the inclusion in this Announcement of the references to its name in
the form and context in which they appear.
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting for Virgin Atlantic and no-one
else in connection with the Acquisition and will not be responsible
to anyone other than Virgin Atlantic for providing the protections
afforded to clients of Rothschild & Co nor for providing advice
in relation to the Acquisition. Neither Rothschild & Co nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Rothschild & Co in
connection with this Announcement, any statement contained herein
or otherwise. Rothschild has given, and not withdrawn, its consent
to the inclusion in this Announcement of the references to its name
in the form and context in which they appear.
Further information
This Announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Acquisition
or otherwise. The Acquisition will be implemented solely pursuant
to the terms of the Scheme Document (or, in the event that the
Acquisition is to be implemented by means of a Takeover Offer, the
Offer Document), which will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition.
Any response to the Acquisition should be made only on the basis
of information contained in the Scheme Document or the Offer
Document (as applicable). Flybe Shareholders are advised to read
the formal documentation in relation to the Acquisition carefully
once it has been despatched.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in Flybe
Group plc securities on the London Stock Exchange. These purchases
and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Flybe Shares
with respect to the Scheme at the Court Meeting and the Flybe
General Meeting, or to execute and deliver forms of proxy
appointing another person to vote at the Court Meeting or the Flybe
General Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange and the
Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside of
England & Wales.
Unless otherwise determined by Connect Airways or required by
the Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction, and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send such documents in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect
of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission or telephone) of interstate or
foreign commerce of or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to Flybe Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
Notice to US holders of Flybe Shares
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If in the future, Connect Airways exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend such Takeover Offer into the United States, the
Acquisition will be made pursuant to applicable UK tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Code. Accordingly, any such Takeover Offer will
be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different
from those applicable to tender offers made in accordance with US
procedures and law. Financial information included in this
Announcement and the Scheme Document has been or will be prepared
in accordance with accounting standards applicable in the United
Kingdom that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
It may be difficult for US holders of Flybe Shares to enforce
their rights and any claim arising out of the US federal securities
laws, since Flybe is located in a non-US jurisdiction, and some or
all of its officers and directors may be residents of a non-US
jurisdiction. US holders of Flybe Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
Neither the SEC nor any securities commission of any state of
the United States has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Connect Airways or its nominees or
brokers (acting as agents) may from time to time make certain
purchases of or arrangements to purchase, Flybe Shares outside the
United States, other than pursuant to the Acquisition, until the
date on which the Takeover Offer and/or Scheme becomes effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to an RIS and
will be available on the London Stock Exchange website.
Forward-looking statements
This Announcement contains statements about the Connect Airways
Group and the Flybe Group which are, or may be deemed to be,
'forward-looking statements" and which are prospective in nature.
All statements other than statements of historical fact included in
this Announcement may be forward-looking statements. They are based
on current expectations and projections about future events, and
are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", 'forecasts",
"predicts", "intends", "anticipates", "believes", "targets",
"aims", "projects", 'future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Forward-looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the Connect
Airways Group's or the Flybe Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on the
Connect Airways Group's or the Flybe Group's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the Connect
Airways Group or the Flybe Group to be materially different from
any future results, performance or achievements expressed or
implied by the forward-looking statements. These factors include
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals.
For a discussion of important factors which could cause actual
results to differ from forward-looking statements in relation to
the Flybe Group, refer to the annual report and accounts of the
Flybe Group for the financial year ended 31 March 2018. Each of the
Connect Airways Group and the Flybe Group, and each of their
respective members, directors, officers, employees, advisers and
persons acting on their behalf expressly disclaims any intention or
obligation to update or revise any forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except as required by
applicable law.
No member of the Connect Airways Group, nor the Flybe Group, nor
any of their respective associates, directors, officers, employees
or advisers, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur.
Except as expressly provided in this Announcement, no
forward-looking or other statements have been reviewed by the
auditors of the Connect Airways Group or the Flybe Group. All
subsequent oral or written forward-looking statements attributable
to any member of the Connect Airways Group or Flybe Group, or any
of their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the
cautionary statement above.
No profit forecast and profit estimate
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Flybe or Connect Airways, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
for Flybe or Connect Airways, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 pm (London time) on the 10th Business Day following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th Business Day following
the Announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code applies must be made by no later than 3.30 pm (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, Flybe announces that
its issued share capital consists of 216,656,779 ordinary shares of
one pence each, all of which are admitted to trading on the London
Stock Exchange's Main Market for listed securities. The ISIN for
the Flybe Shares is GB00B4QMVR10.
The total number of shares attracting voting rights in Flybe is
therefore 216,656,776.
Information relating to Flybe Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Flybe Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Flybe may be provided to Connect Airways during
the Offer Period as required under Section 4 of Appendix 4 to the
Code to comply with Rule 2.11(c) of the Code.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for
inspection on Flybe's website at www.flybe.com/investors promptly
and in any event by no later than 12 noon (London time) on the
Business Day following the date of this Announcement. For the
avoidance of doubt the contents of that website is not incorporated
into, and does not form part of this Announcement.
In accordance with Rule 30.3 of the Code, Flybe Shareholders may
request a hard copy of this Announcement, free of charge, by
contacting Flybe's registrar, Link Asset Services, on +44(0)871 664
0300. Flybe Shareholders may also request that all future
documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
PART II
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
11 January 2019
RECOMMED CASH OFFER
for
FLYBE GROUP PLC
by
CONNECT AIRWAYS LIMITED
(a company jointly-owned by DLP Holdings S.à. r.l., Stobart
Aviation Limited and
Virgin Travel Group Limited, a wholly-owned subsidiary of
Virgin Atlantic Limited)
1. Introduction
Following the announcement on 14 November 2018 by Flybe and the
launch of the Formal Sale Process, the Boards of Flybe and Connect
Airways are pleased to announce that they have reached agreement on
the terms of a recommended cash offer for Flybe by Connect Airways
pursuant to which Connect Airways will acquire the entire issued
and to be issued share capital of Flybe.
2. The Acquisition
Under the terms of the Acquisition, Flybe Shareholders will be
entitled to receive:
one (1) pence in cash for each Flybe Share
which values the entire issued and to be issued share capital of
Flybe at approximately GBP2.2 million on the basis of the fully
diluted share capital of 216,656,776 Flybe Shares.
Cyrus, Stobart Group and Virgin Atlantic have engaged with Flybe
in a collaborative due diligence process since the commencement of
the Formal Sale Process, and have formulated the Offer Price after
careful review of the due diligence information, the capital needs
of Flybe, the challenging trading environment and prevailing market
conditions.
Concurrently with announcing the Acquisition, Cyrus, Stobart
Group and Virgin Atlantic have committed to make available a GBP20
million bridge facility to support Flybe's ongoing working capital
and operational requirements.
In addition, following completion of the Acquisition, Cyrus,
Stobart Group and Virgin Atlantic are intending to provide up to
GBP80 million of further funding to the Combined Group to invest in
its business and support its growth, as well as a contribution of
Stobart Air.
It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement between Flybe and the
Scheme Shareholders under Part 26 of the Companies Act, further
details of which are contained in this Announcement and will be set
out in the Scheme Document.
The Acquisition is conditional upon, amongst other things, the
approval of the Scheme by the Scheme Shareholders and the sanction
of the Scheme by the Court. Part A of Appendix 1 to this
Announcement sets out the Conditions and further terms to which the
Acquisition will be subject.
3. Background to and reasons for the Acquisition
Virgin Atlantic, Stobart Group and Cyrus represent an exciting
combination:
-- The Virgin Atlantic brand is built on the foundation of
putting customers at the heart of everything, providing customers
with the choice they deserve and a travel experience they love.
Virgin Atlantic's extensive long-haul network will provide enhanced
connectivity for regional traffic at London Heathrow Airport and
Manchester Airport;
-- Stobart Group has significant aviation experience both from
its own regional airline, Stobart Air, and from having successfully
developed London Southend Airport. The Acquisition and combination
with franchise airline, Stobart Air, will provide the Combined
Group with an opportunity to increase passenger numbers at London
Southend Airport, accelerating its growth for UK and European air
travel; and
-- Cyrus is an experienced investor in public and private
airlines, including Virgin America.
The combination of Flybe and Stobart Air and a deep partnership
with Virgin Atlantic will create a fully-fledged UK network carrier
under the Virgin Atlantic brand, alongside the Stobart Air wet
lease operations and aircraft leasing business which will continue
to operate as it does today. The Combined Group will maintain
Flybe's current UK regional focus, and enhance its European
footprint, providing a strong foundation to secure the long-term
future of Flybe, to the benefit of local communities, customers and
its people.
The Combined Group intends for Flybe to continue as an
independent operating carrier with a separate UK Air Operator
Certificate (AOC) under the Virgin Atlantic brand. Stobart Air is
intended to continue under a separate Irish AOC.
The Combined Group will operate with a single management
structure benefiting from the expertise and scale of its
partners.
4. Recommendation
The Flybe Directors, who have been so advised by Evercore (who
are providing independent financial advice to the Flybe Board for
the purposes of Rule 3 of the Code) as to the financial terms of
the Acquisition, consider the terms of the Acquisition to be fair
and reasonable. In providing its financial advice to the Flybe
Directors, Evercore has taken into account the commercial
assessments of the Flybe Directors.
Accordingly, the Flybe Directors unanimously recommend that
Flybe Shareholders vote in favour of the Scheme at the Court
Meeting and the resolutions relating to the Acquisition at the
Flybe General Meeting (or, in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept or procure
acceptance of such Takeover Offer).
Each of Simon Laffin, Christine Ourmières-Widener, Ian Milne,
Heather Lawrence and Elizabeth McMeikan have irrevocably undertaken
to vote in favour of the Scheme at the Court Meeting and in favour
of the resolutions relating to the Acquisition at the Flybe General
Meeting in respect of their own beneficial holdings of Flybe
Shares, amounting to, in aggregate, 871,664 Flybe Shares
representing approximately 0.40% of Flybe's share capital in issue
on 10 January 2019 (being the last practicable date before the
release of this Announcement). Further details are set out in
Appendix 3 to this Announcement.
Evercore has given and not withdrawn its consent to the
inclusion in this Announcement of references to its advice to the
Flybe Directors in the form and context in which it appears.
5. Background to and reasons for the recommendation of the Flybe Directors
The Flybe Directors have evaluated the offer by Connect Airways
on behalf of the Flybe Shareholders as a whole. In deciding to
recommend the Acquisition to the Flybe Shareholders, the Flybe
Directors have taken into account a range of factors, including
those outlined below.
Flybe plays a vital role in the UK's transport infrastructure.
Since the appointment of Christine Ourmières-Widener as CEO, Flybe
has implemented a clear strategy focused on tighter fleet
management, improving revenue per seat performance and increasing
load factors. Delivering this new strategy has required management
to address several material legacy issues such as engine and
aircraft contracts, which have significantly increased cash
requirements.
Flybe's pursuit of operational excellence has led to a
significant reduction in maintenance lead-times and higher customer
satisfaction. In addition, Flybe's UK regional network positions
itself well to benefit from growing demand by long-haul carriers
for passenger feeder traffic, as evidenced by Flybe's growing
revenues from airline partnerships.
The current broader market for air travel remains challenging
for all parties. There have been a number of airlines who have gone
out of business over the past year. While Flybe has made tangible
progress in delivering its strategy, maintaining momentum has been
hampered by the challenging market environment: Ongoing fuel and
currency impacts have presented particularly significant headwinds
for Flybe as has the rapid and significant tightening on Flybe's
liquidity from the card acquirer market. In addition, the general
economic outlook and conditions have impacted the business recently
leading to a further weakening in consumer demand, affecting cash,
revenues and profit adversely.
The Company's card acquirers normally pass on cash for credit
card bookings for future flights, less a proportion retained as
security. However they are contractually entitled to retain enough
cash to ensure that they are fully secured. The Company's card
acquirers have recently begun to retain significantly more cash
against their exposure and this change in position has materially
and rapidly weakened the Company's unrestricted cash position.
The Flybe Directors have taken into careful consideration the
risks inherent to the successful execution of Flybe's business plan
given these developing factors versus the opportunity that a cash
bid and the offer of funding for the business provides. Such risks
include further softening in demand in the short-haul market,
potential for further cash flow challenges in the short-term,
weather events and further adverse movements in fuel prices,
sterling and customer sentiment.
On 17 October 2018, Flybe announced that, due to weak consumer
demand in domestic and near-continent markets, together with higher
fuel prices and a weaker sterling, the Company's profit performance
would be lower than previously expected. On 14 November 2018, Flybe
announced that it was undertaking a comprehensive strategic review
of its options, including a potential sale of Flybe by way of a
Formal Sale Process under the Code.
Following the announcement of the Formal Sale Process, Flybe
received a number of expressions of interest. These expressions of
interest included proposals for the acquisition of Flybe as a whole
and also for parts of the business or certain assets. After initial
discussions with the interested parties, Flybe shortlisted a
smaller number of potential offerors to conduct initial due
diligence based on a range of criteria, including deliverability,
financial capability and strategic fit. The selected potential
offerors were asked to submit proposals for Flybe and subsequently
Flybe entered into detailed discussions with a small number of
parties. These discussions have led to the current offer.
The Flybe Directors see a business combination with Connect
Airways as one that will be highly attractive to Flybe's customers,
employees and the wider community. Flybe's access to increased
scale and significant financial resources through such a
combination would deliver greater stability during times of market
turbulence and enable the business to focus on profitable growth.
The Flybe Directors believe that adding the long-haul network,
connectivity experience, successful airline partnerships and the
wet lease operations of the owners of Connect Airways will provide
the opportunity to develop enhanced customer experience, optimise
operational performance and accelerate partnerships with other
airline operators. It also confirms Flybe's feeder capabilities at
key airports including Manchester Airport and London Heathrow
Airport.
The Flybe Board therefore believes that, taking into account
Flybe's current difficult financial position and the expectation
that the pressure on Flybe's cash flow will continue, the
Acquisition and funding from Connect Airways represent the most
realistic means of securing Flybe's future and deliver an
attractive option for Flybe's employees, pension scheme members and
creditors.
6. Irrevocable undertakings
Connect Airways has received irrevocable undertakings to vote,
or procure a vote, in favour of the Scheme at the Court Meeting and
the resolutions relating to the Acquisition at the Flybe General
Meeting (or, in the event that the Acquisition is implemented by
way of a Takeover Offer, to accept or procure the acceptance of
such Takeover Offer) from each of the Flybe Directors who hold
Flybe Shares in respect of their own shareholdings, amounting to,
in aggregate, 871,664 Flybe Shares representing approximately 0.40%
of Flybe's share capital in issue on 10 January 2019 (being the
latest practicable date before the release of this Announcement).
The irrevocable undertakings from the Flybe Directors remain
binding in the event of a competing offer being made for Flybe.
Further details of these undertakings are set out in Appendix 3
to this Announcement. Copies of the irrevocable undertakings will
be on display on the investor section of Flybe's website
(www.flybe.com/investors/) by no later than 12 pm on the Business
Day immediately following the date of this Announcement until the
Effective Date.
7. Information on Flybe
Flybe is the UK's largest regional airline and flies more UK
domestic flights than any other airline: 54.9% of all UK flights
within mainland Britain (excluding London). Flybe currently
operates 190 routes serving 12 countries from 73 departure points
in the UK (29) and Europe (44) (flown under the Flybe brand
including all routes on sale November 2018 - August 2019) and is
the largest scheduled airline by air traffic movements at Aberdeen,
Anglesey, Belfast City, Birmingham, Cardiff, Doncaster Sheffield,
Exeter, Glasgow, Isle of Man, Jersey, Manchester, Newquay,
Southampton, Southend and Wick airports. Flybe operates a fleet of
76 aircraft and was recognised as the joint most punctual UK-based
airline in the latest report on 'Best and Worst Airlines' issued by
leading consumer watchdog Which? in January 2019.
As well as its scheduled passenger regional airline services,
charter and cargo transport services and white-label flying for
third party airlines, Flybe's training academy provides pilot,
crew, engineering and other training services in-house and to third
parties and Flybe Aviation Services owns a maintenance, repair and
overhaul facility servicing both internal and third party
customers.
8. Information about Connect Airways
Connect Airways is an English limited company the share capital
of which is owned 30% by Virgin Travel Group Limited, a wholly
owned subsidiary of Virgin Atlantic, 30% by Stobart Aviation, a
wholly-owned subsidiary of Stobart Group and 40% by DLP Holdings, a
company wholly-owned by funds managed by Cyrus.
It is also expected that, immediately prior to completion of the
Acquisition, Connect Airways will acquire Stobart Air's regional
airline and aircraft leasing business. The Combined Group is
expected to bring benefits to customers, suppliers and employees,
providing stability in a tough trading environment.
The ownership of entities in the Connect Airways Group will be
structured in a manner which ensures compliance with applicable
European and UK aviation regulations with respect to ownership and
effective control of Stobart Air (which holds an air operator
certificate issued by the government of the Republic of Ireland)
and Flybe (which holds an air operator certificate issued by the
government of the United Kingdom).
9. Information about Stobart Group
Stobart Group is listed on the London Stock Exchange under
ticker STOB. It is focused on delivering growth in its Aviation,
Energy and Rail & Civils divisions. Stobart Group also holds a
portfolio of infrastructure assets and investments, and aims to add
value to this portfolio, selling when appropriate.
Stobart Group's Aviation division invests in, develops and
operates a number of aviation-related businesses focused on meeting
the growing demand for airport capacity in London and improved
customer experience. The Aviation division comprises London
Southend Airport, the Stobart Jet Centre, Stobart Aviation
Services, and Stobart Air's wet lease operations and aircraft
leasing business (until Stobart Air is acquired by Connect
Airways).
10. Information about Virgin Atlantic
Virgin Atlantic is the ultimate holding company of Virgin
Atlantic Airways Limited and Virgin Holidays Limited. Virgin Travel
Group Limited is a wholly-owned subsidiary of Virgin Atlantic and
the immediate parent company of Virgin Atlantic Airways Limited and
Virgin Holidays Limited.
Virgin Atlantic Airways was founded by entrepreneur Sir Richard
Branson 35 years ago with innovation and customer service at its
core. Today Virgin Atlantic carries over 5 million customers
annually, and was named the UK's favourite long haul carrier by
Skytrax, Best Transatlantic Airline at the British Travel Awards
2017 and one of the Top 5 Airlines in the World by Airline
Ratings.
Headquartered in Crawley, Virgin Atlantic employs around 10,000
people worldwide and operates a fleet of 46 aircraft serving 25
destinations across four continents. Alongside joint venture
partner Delta Air Lines it operates a leading transatlantic network
offering around 40 flights per day between the UK and US with
onward connections to over 200 US and international cities. In 2019
Virgin Atlantic Airways Limited will take delivery of its first
Airbus A350-1000 aircraft - helping to transform the fleet into one
of the quietest and most fuel efficient in the sky.
On 15 May 2018 Air France-KLM, Delta Air Lines and Virgin
Atlantic signed definitive agreements to combine the existing
trans-Atlantic joint ventures. This transaction is in the process
of regulatory clearance. Upon completion the airlines' expanded
joint venture will become the preferred choice for customers
travelling across the Atlantic offering the most comprehensive
route network, convenient flight schedules, competitive fares and
reciprocal frequent flyer benefits, including the ability to earn
and redeem miles across all carriers. Customers will also benefit
from the co-location of facilities at key airports to improve
connectivity and access to each carrier's airport lounges for
premium passengers.
11. Information about Cyrus
Cyrus was founded in 1999 and has offices in New York and
London, managing over $4.4 billion on a global basis in securities
and loans issued by corporates and sovereigns. Its client base is
predominantly endowments, foundations and family offices with a
significant portion of the assets under management being partner
and employee capital.
12. Intentions with respect to Flybe's management, employees and business
Following the Acquisition, the Combined Group intends to focus
on three principal areas:
(a) simplifying and focusing on improving the performance of
Flybe's core network whilst recognising the importance of regional
connectivity;
(b) adjusting Flybe's network to improve connectivity with
Virgin Atlantic's long-haul network, particularly at London
Heathrow Airport and Manchester Airport, bringing more choice to
customers; and
(c) operating the Combined Group as an independent company, and
optimising the combined commercial, operational and functional
expertise and scale of Virgin Atlantic and the Stobart Group.
Optimising the Network and Improving Connectivity
The Combined Group plans to optimise Flybe's network and
operations to focus on key routes with the aim of continuing to
enhance regional connectivity across the UK and Ireland.
The Combined Group also intends to bring benefits for customers
through linking an enhanced Flybe regional network with Virgin
Atlantic's long-haul operations particularly at Manchester Airport
and London Heathrow Airport.
Leveraging the expertise of Flybe, Stobart Group and Virgin
Atlantic
Through the combination of Flybe and Stobart Air, and partnering
with Virgin Atlantic, the Combined Group intends to continue as an
independent operating carrier with a separate UK Air Operator
Certificate ("AOC") under the Virgin Atlantic brand. Stobart Air is
intended to continue under a separate Irish AOC with its franchise
and aircraft leasing operations as exists today.
The Combined Group intends to operate independently of Virgin
Atlantic with only support functions having some overlap. The
Combined Group intends to maintain separate teams for Flybe's
pilots and cabin crew. Flybe and Stobart Air will operate under a
single management team, with commercial and back office support
staff being integrated into a single team. This will include
reducing or removing any unnecessary overlap, including any
operating costs associated with being a listed company. The
detailed plans for such integration are not yet known but the
planning exercise will commence immediately after the Acquisition
and will include plans to retain the best talent across the
Combined Group. The Combined Group attaches great importance to the
skills and experience of Flybe's and Stobart Air's employees but
acknowledges that the proposals will likely involve some headcount
reduction where there are duplicate roles and functions.
There are no plans to materially change the overall balance of
skills and functions across the Combined Group. There is no
research and development function at either Flybe or Stobart Air
and the Combined Group does not intend to create one following the
Acquisition. There is a limited research and development function
at Virgin Atlantic; however no impact is expected on it as a result
of the Acquisition.
The Combined Group confirms that, following implementation of
the Acquisition, the existing contractual and statutory employment
rights, including in relation to pensions, of all Flybe's, Virgin
Atlantic's and Stobart Air's employees will be honoured.
Locations and Fixed Assets for the Combined Group
As part of the integration process, the Combined Group will
consider the most appropriate locations for the headquarters and
engineering centre. However, it is expected that the Combined Group
will maintain a material presence at each of Flybe's existing
Exeter headquarters and Stobart Air's Dublin headquarters.
In addition, the Combined Group intends to maintain people and
presence at the airports at which Flybe, Stobart Air and Virgin
Atlantic have operations, subject to changes arising from any
alterations to the network.
The network and route optimisation will likely include a limited
reduction in the number of Flybe's aircraft to right size the fleet
for the Combined Group going forward.
Rebranding
All flying operations except Stobart Air will operate under the
Virgin Atlantic brand to the extent possible. This will be timed to
coincide with a refurbishment programme for Flybe's fleet to
provide a seamless customer experience in keeping with Virgin
Atlantic's heritage.
There will be no change to the brands under which Stobart Air
flies today which will continue to be maintained and operated
separately.
Defined benefit pensions scheme
Flybe operates the British Regional Airlines Group Pension
Scheme (the "BRAG") which is a defined benefit occupational pension
scheme. The BRAG is closed to all new members with no employees
accruing further benefits under the BRAG. The Scheme is currently
administered by a corporate trustee, BRAL Trustees (IOM) Limited
(the "Trustee").
Connect Airways has engaged with the Trustee to discuss ongoing
scheme funding following the Acquisition, and has agreed in
principle to a package of measures which will increase employer
contributions, and is designed in the view of Connect Airways and
the Trustee to provide sustainable funding for the BRAG post
Acquisition and eliminate the Scheme's deficit over time. In
particular it has been agreed in principle:
(a) to bring forward the BRAG's actuarial valuation from 31
March 2019 to 31 December 2018 in order that a new schedule of
contributions and recovery plan may be put in place within good
time following the Acquisition;
(b) that contributions payable by Flybe Limited to the BRAG for
the first three years following the effective date of the new
schedule of contributions and recovery plan will increase to GBP3
million per annum, with payments of at least GBP4.5 million per
annum in the following years of the recovery plan (in both cases
payable in equal monthly instalments);
(c) that Connect Airways will guarantee the payment of the first
three years of employer contributions (GBP9 million) into the BRAG;
and
(d) that the Scheme will have the benefit of a first ranking
charge over a property post-completion of the Acquisition.
Money purchase pension scheme
Flybe operates a money purchase pension arrangement for current
and new employees in compliance with automatic enrolment
legislation. There is no intention to make any changes to the
contributions payable under this arrangement other than to allow
the arrangement to continue to be compliant with automatic
enrolment requirements.
Directors
Upon completion of the Acquisition, it is proposed that the
Flybe Non-Executive Directors will be asked to resign from the
Board and will be replaced by directors appointed by Connect
Airways.
Interim funding to support future growth
Concurrently with announcing the Acquisition, Cyrus, Stobart
Group and Virgin Atlantic have committed to make available a GBP20
million bridge loan facility to support Flybe's ongoing working
capital and operational requirements, the terms of which are
described further at paragraph 19(d) below.
In addition, following completion of the Acquisition, Cyrus,
Stobart Group and Virgin Atlantic are intending to provide up to
GBP80 million of further funding to the Combined Group to invest in
its future business and support its growth, as well as the
contribution of Stobart Air.
No statements in this paragraph 12 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Code.
13. Flybe Share Schemes
The Acquisition will extend to any Flybe Shares which are
unconditionally allotted or issued before the Scheme Record Time,
including those allotted or issued as a result of the exercise of
options or vesting of awards under the Flybe Share Schemes.
The Scheme will not extend to Flybe Shares issued after the
Scheme Record Time. However, it is proposed to amend Flybe's
articles of association at the Flybe General Meeting to provide
that, if the Scheme becomes Effective, any Flybe Shares issued to
any person after the Scheme Record Time (including in satisfaction
of an option exercised under one of the Flybe Share Schemes) will
be automatically transferred to Connect Airways in consideration
for the payment by Connect Airways to such persons of 1 pence in
cash for each Flybe Share so transferred.
14. Financing of the Acquisition
The cash consideration payable by Connect Airways to Flybe
Shareholders under the Acquisition will be financed through cash
resources of Connect Airways, raised through an issue of shares in
Connect Airways to DLP Holdings, Stobart Aviation and Virgin
Atlantic prior to completion of the Acquisition.
Barclays, as financial advisor to Connect Airways, is satisfied
that resources available to Connect Airways are sufficient to
satisfy in full the cash consideration payable to Flybe
Shareholders under the terms of the Acquisition.
15. Structure and Conditions of the Acquisition
It is intended that the Acquisition will be implemented by means
of a Court-sanctioned scheme of arrangement of Flybe under Part 26
of the Companies Act.
The purpose of the Scheme is to provide for Connect Airways to
become the owner of the entire issued and to be issued share
capital of Flybe. In order to achieve this, the Scheme Shares will
be transferred to Connect Airways under the Scheme. In
consideration for this transfer, the Scheme Shareholders will
receive cash on the basis set out in paragraph 2 of this
Announcement. The transfer to Connect Airways of the Scheme Shares
will result in Flybe becoming a wholly-owned subsidiary of Connect
Airways.
The Scheme requires approval by Scheme Shareholders by the
passing of a resolution at the Court Meeting. This resolution must
be approved by a majority in number of the holders of Scheme Shares
present and voting, either in person or by proxy, representing not
less than 75% in value of the Scheme Shares held by such holders.
In addition, resolutions to deal with certain ancillary matters
must be passed at the Flybe General Meeting to be held immediately
after the Court Meeting.
The Scheme must also be sanctioned by the Court. Any Scheme
Shareholder is entitled to attend the Scheme Court Hearing in
person or through counsel to support or oppose the sanctioning of
the Scheme. The Scheme will only become Effective upon delivery to
the Registrar of Companies of a copy of the Scheme Court Order.
The Scheme is also subject to certain Conditions and certain
further terms referred to in Appendix 1 of this Announcement and to
be set out in the Scheme Document. The Conditions in Appendix 1
provide that the Acquisition will lapse if, amongst other
things:
(a) the Court Meeting and Flybe General Meeting are not held on
or before the 22nd day after the expected date of the meetings,
which will be set out in the Scheme Circular in due course (or such
later date as may be agreed by Flybe and Connect Airways);
(b) the Scheme Court Hearing is not held on or before the 22nd
day after the expected date of the hearing, which will be set out
in the Scheme Document in due course (or such later date as may be
agreed by Flybe and Connect Airways); or
(c) the Scheme does not become Effective by the Long Stop Date
(or such later date as may be agreed by Flybe and Connect
Airways),
provided that these deadlines may be waived by Connect
Airways.
The Acquisition is also conditional upon there not being any
Phase 2 CMA Reference or Phase 2 European Commission Proceedings,
which are terms of the Acquisition which cannot be waived by
Connect Airways. The Acquisition is also conditional upon:
(a) in the event that the Flybe Group ceases to be able to
maintain its operating licence issued pursuant to Regulation (EC)
No 1008/2008 of the European Parliament and of the Council of 24
September 2008 as a result of the UK ceasing to be a member state
of the European Union, that Flybe Group is able to obtain any
operating licence or any equivalent authorisation in the United
Kingdom;
(b) the Civil Aviation Authority not revoking or not suspending
Flybe Group's operating licence issued pursuant to Regulation (EC)
No 1008/2008 of the European Parliament and of the Council of 24
September 2008 or any equivalent or replacement authorisation in
the United Kingdom; and
(c) no member of the wider Flybe Group taking steps or having
steps taken against them for their winding-up or for the
commencement of any other insolvency related process,
and each of these conditions is capable of being waived by
Connect Airways.
Once the Scheme becomes Effective, it will be binding on all
Scheme Shareholders, whether or not they voted at the Court Meeting
and the Flybe General Meeting and, if they did vote, whether or not
they voted in favour of or against the resolutions proposed at
those meetings.
The terms of the Scheme will provide that the Flybe Shares will
be acquired under the Scheme fully paid and free from all liens,
equitable interests, charges, encumbrances, options, rights of
pre-emption and any other third party rights or interests of any
nature whatsoever and together with all rights attaching thereto,
including the right to receive and retain all dividends and other
distributions and returns of value declared, paid or made after the
Effective Date.
The Offer Price has been agreed by the Flybe Board and Connect
Airways on the basis that no dividend for the financial year ending
31 March 2019 will be paid by Flybe to Flybe Shareholders.
If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable by Flybe in
respect of a Flybe Share on or after the date of this Announcement
and prior to the Scheme becoming Effective, Connect Airways will
have the right to reduce the value of the consideration payable for
each Flybe Share by up to the amount per Flybe Share of such
dividend, distribution or return of value except where the Flybe
Share is or will be acquired pursuant to the Scheme on a basis
which entitles Connect Airways to receive the dividend,
distribution or return of value and to retain it.
If any such dividend, distribution or return of value is paid or
made after the date of this Announcement and Connect Airways
exercises its rights described above, any reference in this
Announcement to the consideration payable under the Scheme shall be
deemed to be a reference to the consideration as so reduced. Any
exercise by Connect Airways of its rights referred to in this
paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the terms of the Scheme.
Connect Airways reserves the right, subject to the prior consent
of the Panel, to elect to implement the acquisition of the Flybe
Shares by way of a Takeover Offer. In such event, such Takeover
Offer will be implemented on the same terms (subject to appropriate
amendments as described in Part 2 of Appendix 1), so far as
applicable, as those which would apply to the Scheme. Furthermore,
if such Takeover Offer is made and sufficient acceptances of such
offer are received, when aggregated with Flybe Shares otherwise
acquired by Connect Airways, it is the intention of Connect Airways
to apply the provisions of section 979 of the Companies Act to
acquire compulsorily any outstanding Flybe Shares to which such
Takeover Offer relates.
16. Acquisition of Stobart Air
Connect Airways proposes to enter into two conditional
agreements on or about the date of this Announcement with Stobart
Aviation to effect the acquisition of Stobart Air.
Completion of these acquisition agreements is expected
immediately prior to the completion of the Acquisition.
17. De-listing and re-registration
It is intended that the last day of dealings in, and for
registration of transfers of, Flybe Shares (other than the
registration of the transfer of the Scheme Shares to Connect
Airways pursuant to the Scheme) will be the last Business Day prior
to the Effective Date, following which all of Flybe's Shares will
be suspended from the Official List and from trading on the London
Stock Exchange's Main Market for listed securities, and Flybe
Shares will be disabled in CREST.
After the Scheme Record Time and before the Scheme becomes
Effective, entitlements to Flybe Shares in CREST will be cancelled
and such entitlements materialised. On the Effective Date, all
share certificates in respect of Flybe will cease to be valid and
should be destroyed.
Flybe Shares are currently listed on the Official List and
admitted to trading on the London Stock Exchange.
Subject to the Scheme becoming Effective, application will be
made to the UK Listing Authority for the cancellation of the
standard listing of the Flybe Shares on the Official List and to
the London Stock Exchange for the cancellation of the admission to
trading of Flybe Shares on the London Stock Exchange's Main Market
for listed securities. It is expected that such de-listing and
cancellation of admission to trading would take effect on the
Business Day after the Effective Date.
If the Scheme is sanctioned, any Flybe Shares held in treasury
will be cancelled prior to the Scheme becoming Effective.
It is intended that as soon as possible after the Effective
Date, Flybe will be re-registered as a private limited company
under the relevant provisions of the Companies Act and Flybe
Shareholders will be asked to approve this during the Flybe General
Meeting.
18. Disclosure of interests in Flybe Shares
The following persons acting in concert with Connect Airways
hold interests, short positions and rights to subscribe (including
directors' and other employee options) in Flybe Shares:
Director Number of Percentage of
Ordinary Shares Held Issued Share Capital
Warwick Brady and his close relatives 16,666 0.0077%
Save as set out above and in respect of the irrevocable
undertakings referred to in paragraph 6, as at the close of
business on 10 January 2019, being the latest practicable date
before the release of this Announcement, neither Connect Airways,
nor any of the Connect Airways Directors, nor, so far as Connect
Airways is aware, any person acting in concert (within the meaning
of the Code) with Connect Airways has:
-- any interest in, or right to subscribe for, any Flybe Shares
nor does any such person have any short position in Flybe Shares,
including any short position (whether conditional or absolute and
whether in the money or otherwise), any short position under a
derivative, any agreement to sell, any delivery obligation or right
to require another person to purchase or take delivery of Flybe
Shares or any dealing arrangement of the kind referred to in Note
11 of the definition of acting in concert in the Code;
-- borrowed or lent any Flybe Shares or entered into any
financial collateral arrangements relating to Flybe Shares; or
-- procured an irrevocable commitment or letter of intent in
respect of Flybe Shares to vote in favour of the Scheme or accept
any Takeover Offer.
Furthermore, no arrangement exists between Connect Airways and
Flybe or any person acting in concert with Connect Airways or Flybe
in relation to Flybe Shares. For this purpose, "arrangement"
includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature relating to
Flybe Shares which may be an inducement to deal or refrain from
dealing in such securities.
19. Offer-related arrangements
(a) Confidentiality Agreement with Stobart Group and Cyrus
Stobart Group, Cyrus and Flybe entered into a confidentiality
agreement on 3 November 2018 (the "Stobart and Cyrus
Confidentiality Agreement") pursuant to which Stobart Group and
Cyrus have undertaken to keep confidential information relating to
Flybe and not to disclose it to third parties (other than to
permitted disclosees) unless required by law or regulation.
The Stobart and Cyrus Confidentiality Agreement also contains
undertakings from Stobart Group and Cyrus that until Tuesday 30
April 2019, neither Stobart Group nor Cyrus shall, without the
prior written consent of Flybe and except pursuant to the
Acquisition, acquire or offer to acquire any interest in securities
of Flybe and that for a period of 12 months from the date of the
Stobart and Cyrus Confidentiality Agreement neither Stobart Group
nor Cyrus shall solicit any senior person or pilot of Flybe,
subject to customary carve-outs. These confidentiality obligations
will cease to have effect on completion of the Acquisition. If the
Acquisition does not complete, the confidentiality obligations
shall remain in force for a period of two years from the date of
the Stobart and Cyrus Confidentiality Agreement.
(b) Confidentiality Agreement with Virgin Atlantic
Flybe and Virgin Atlantic entered into a confidentiality
agreement on 8 November 2018 (the "Virgin Atlantic Confidentiality
Agreement"), pursuant to which Flybe and Virgin Atlantic have
mutually undertaken to keep information relating to the other party
confidential and not to disclose it to third parties (other than
permitted recipients) save to the extent required by law or
otherwise permitted in the agreement. The confidentiality
obligation will remain in force until the Acquisition becomes
unconditional in all respects.
(c) Cooperation Agreement
Flybe and Connect Airways have entered into the Cooperation
Agreement pursuant to which, among other things, they have
agreed:
-- Connect Airways will provide Flybe with such information as
may be necessary for Flybe to prepare the Scheme Document;
-- to implement certain proposals with regards to the Flybe Share Schemes; and
-- to cooperate with each other and to provide such information
as may be necessary to obtain any required regulatory
clearances.
The Cooperation Agreement records the intention of Flybe and
Connect Airways to implement the Acquisition by way of the Scheme,
subject to the ability of Connect Airways to proceed by way of a
Takeover Offer in certain circumstances, subject to the consent of
the Panel.
The Cooperation Agreement will terminate in a number of
customary circumstances, including if:
-- the Flybe Directors withdraw or adversely modify their
recommendation of the Acquisition;
-- the Flybe Meetings are not held on or before the 22nd day
after the expected date of such meeting as set out in the Scheme
Document (or such later date as may be agreed in writing between
the parties with the consent of the Panel and, if required, the
approval of the Court);
-- the Scheme Shareholders fail to pass by the required majority
the resolutions to be proposed at the Flybe Meetings;
-- the Court refuses to sanction the Scheme; or
-- the Scheme Document does not include a unanimous and
unconditional recommendation from the Flybe Directors that Flybe
Shareholders vote in favour of the resolutions to be proposed at
the Court Meeting and the Flybe General Meeting.
(d) Flybe Bridge Loan Facility
Flybe, DLP Holdings, Virgin Travel Group Limited and Stobart
Aviation have entered into a secured bridge loan facility on the
date of this Announcement (the "Bridge Facility Agreement")
pursuant to which DLP and Virgin Atlantic Airways Limited will make
available a committed credit facility of up to GBP20 million to
Flybe.
It is a condition of the Bridge Facility Agreement that a firm
of accountants is appointed as an independent monitor who will be
granted full access to Flybe's systems and working capital
information.
The Bridge Facility Agreement contains a number of conditions
precedent, including that Flybe concludes agreements with its card
acquirers / bankers in relation to normalising the operation of
Flybe's merchant services facilities.
No utilisation may be requested under the Bridge Facility
Agreement unless:
-- Flybe has unrestricted cash of less than US$5,000,000; and
-- the independent monitor has confirmed to DLP Holdings,
Stobart Aviation and Virgin Atlantic Airways Limited that the loan
requested is for permitted working capital.
The Bridge Facility Agreement also contains customary
representations, undertakings and events of default.
(e) Joint Bid Agreement
DLP Holdings, Stobart Aviation, and Virgin Atlantic have entered
into a joint bid agreement on or about the date of this
Announcement (the "Joint Bid Agreement"), pursuant to which they
have agreed (among other things):
-- to cooperate together with respect to, proceed with, and
support Connect Airways in respect of its obligations to proceed
with, the Acquisition (including the preparation of relevant
documentation);
-- to make decisions with respect to the Acquisition jointly;
-- to cooperate together with respect to anti-trust and other
regulatory clearances necessary or expedient for the purposes of
the transaction;
-- to share the administrative costs of proceeding with the
Acquisition, up to a cap of GBP3 million plus VAT;
-- to not to pursue an alternative form of transaction to the
Acquisition without the prior consent of the other parties.
The Joint Bid Agreement also records the certain commercial
terms with respect to the funding, structure and operations of the
Combined Group which Cyrus, Stobart Group and Virgin Atlantic have
agreed between them and which will be documented more fully prior
to completion of the Acquisition.
The Joint Bid Agreement will terminate if:
-- the Acquisition does not proceed;
-- the Scheme lapses or terminates (if necessary, with the
Panel's consent), unless DLP Holdings, Stobart Aviation, and Virgin
Atlantic have elected prior to such time for Connect Airways to
implement the Acquisition by way of a Takeover Offer;
-- DLP Holdings, Stobart Aviation, and Virgin Atlantic elect for
Connect Airways to implement the Acquisition by way of a Takeover
Offer, the Takeover Offer is withdrawn or lapses (if necessary,
with the Panel's consent); or
-- DLP Holdings, Stobart Aviation, and Virgin Atlantic so agree in writing.
20. Expected timetable
Further details of the Scheme, including an indicative timetable
for its implementation, will be contained in the Scheme Circular.
The Scheme Circular will be published as soon as reasonably
practicable and within 28 days of this Announcement.
The Scheme Circular will also include the notices of the Court
Meeting and the Flybe General Meeting and specify the necessary
actions to be taken by Flybe Shareholders, and will be made
available to Flybe Shareholders at no charge to them.
21. Documents available on websites
Copies of the following documents will be published promptly,
and in any event by no later than 12 noon (London time) on the
Business Day following this Announcement on Flybe's website at
www.Flybe.com/investors/ and will be made available until the end
of the Offer Period:
-- a copy of this Announcement;
-- the irrevocable undertakings described in paragraph 7 and set
out in Appendix 3 to this Announcement;
-- the Confidentiality Agreements;
-- the Cooperation Agreement;
-- the Joint Bid Agreement;
-- the Bridge Facility Agreement;
-- the consent letter of Barclays;
-- the consent letter of Rothschild & Co; and
-- the consent letter of Evercore.
The contents of Flybe's website are not incorporated into and do
not form part of this Announcement.
22. General
This Announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities. Your attention is
drawn to the further information contained in the Appendices which
form part of, and should be read in conjunction with, this
Announcement.
The Acquisition will be subject to the Conditions and further
terms set out in Appendix 1 to this Announcement and to the full
terms and conditions which will be set out in the Scheme Document.
Appendix 2 contains details of the irrevocable undertakings
received in relation to the Acquisition that are referred to in
this Announcement. Appendix 3 contains definitions of certain terms
used in this Announcement.
Enquiries
Flybe Group plc +44(0)13 9236 4520
Christine Ourmières-Widener
Maitland/AMO +44(0)20 7379 5151
Neil Bennett
Connect Airways Limited
John Waples, FTI Consulting LLP +44(0)20 3727 1515
Edward Bridges, FTI Consulting LLP +44(0)20 3727 1067
Important notices relating to financial advisers
Evercore, which is authorised and regulated by the FCA in the
United Kingdom, is acting solely for Flybe as financial adviser in
relation to the matters referred to in this Announcement and for no
one else. Evercore will not be responsible to anyone other than
Flybe for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement
or any arrangement referred to herein.
Neither Evercore, nor any of its affiliates, owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person other than Flybe in connection with this
Announcement, any statement contained herein or otherwise. Evercore
has given, and not withdrawn, its consent to the inclusion in this
Announcement of the references to its name and the advice it has
given to Flybe in the form and context in which they appear.
Barclays, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser to
Stobart Group and Connect Airways and for no one else in connection
with the matters referred to in this Announcement and will not be
responsible to anyone other than Stobart Group and Connect Airways
for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this
Announcement. Neither Barclays, nor any of its affiliates, owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Barclays in
connection with this Announcement, any statement contained herein
or otherwise. Barclays has given, and not withdrawn, its consent to
the inclusion in this Announcement of the references to its name in
the form and context in which they appear.
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting for Virgin Atlantic and no-one
else in connection with the Acquisition and will not be responsible
to anyone other than Virgin Atlantic for providing the protections
afforded to clients of Rothschild & Co nor for providing advice
in relation to the Acquisition. Neither Rothschild & Co nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Rothschild & Co in
connection with this Announcement, any statement contained herein
or otherwise.
Further information
This Announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Acquisition
or otherwise. The Acquisition will be implemented solely pursuant
to the terms of the Scheme Document (or, in the event that the
Acquisition is to be implemented by means of a Takeover Offer, the
Offer Document), which will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition. Any response to the Acquisition should be made
only on the basis of information contained in the Scheme Document
or the Offer Document (as applicable). Flybe Shareholders are
advised to read the formal documentation in relation to the
Acquisition carefully once it has been despatched.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in Flybe
Group plc securities on the London Stock Exchange. These purchases
and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable legal or
regulatory requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Flybe Shares
with respect to the Scheme at the Court Meeting and the Flybe
General Meeting, or to execute and deliver forms of proxy
appointing another person to vote at the Court Meeting or the Flybe
General Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with English law, the rules of the London Stock Exchange and the
Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside of
England & Wales.
Unless otherwise determined by Connect Airways or required by
the Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction, and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send such documents in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect
of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission or telephone) of interstate or
foreign commerce of or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to Flybe Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
Notice to US holders of Flybe Shares
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If in the future, Connect Airways exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend such Takeover Offer into the United States, the
Acquisition will be made pursuant to applicable UK tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Code. Accordingly, any such Takeover Offer will
be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different
from those applicable to tender offers made in accordance with US
procedures and law. Financial information included in this
Announcement and the Scheme Document has been or will be prepared
in accordance with accounting standards applicable in the United
Kingdom that may not be comparable to
financial information of US companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
It may be difficult for US holders of Flybe Shares to enforce
their rights and any claim arising out of the US federal securities
laws, since Flybe is located in a non-US jurisdiction, and some or
all of its officers and directors may be residents of a non-US
jurisdiction. US holders of Flybe Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
Neither the SEC nor any securities commission of any state of
the United States has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Connect Airways or its nominees or
brokers (acting as agents) may from time to time make certain
purchases of or arrangements to purchase, Flybe Shares outside the
United States, other than pursuant to the Acquisition, until the
date on which the Takeover Offer and/or Scheme becomes effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to an RIS and
will be available on the London Stock Exchange website.
Forward-looking statements
This Announcement contains statements about the Connect Airways
Group and the Flybe Group which are, or may be deemed to be,
'forward-looking statements" and which are prospective in nature.
All statements other than statements of historical fact included in
this Announcement may be forward-looking statements. They are based
on current expectations and projections about future events, and
are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", 'forecasts",
"predicts", "intends", "anticipates", "believes", "targets",
"aims", "projects", 'future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Forward-looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the Connect
Airways Group's or the Flybe Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on the
Connect Airways Group's or the Flybe Group's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the Connect
Airways Group or the Flybe Group to be materially different from
any future results, performance or achievements expressed or
implied by the forward-looking statements. These factors include
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals.
For a discussion of important factors which could cause actual
results to differ from forward-looking statements in relation to
the Flybe Group, refer to the annual report and accounts of the
Flybe Group for the financial year ended 31 March 2018. Each of the
Connect Airways Group and the Flybe Group, and each of their
respective members, directors, officers, employees, advisers and
persons acting on their behalf expressly disclaims any intention or
obligation to update or revise any forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except as required by
applicable law.
No member of the Connect Airways Group, nor the Flybe Group, nor
any of their respective associates, directors, officers, employees
or advisers, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur.
Except as expressly provided in this Announcement, no
forward-looking or other statements have been reviewed by the
auditors of the Connect Airways Group or the Flybe Group. All
subsequent oral or written forward-looking statements attributable
to any member of the Combined Group or Flybe Group, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
No profit forecast and profit estimate
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Flybe or Connect Airways, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
for Flybe or Connect Airways, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code applies must be made by no
later than 3.30 pm (London time) on the 10th Business Day following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th Business Day following
the Announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code applies must be made by no later than 3.30 pm (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to Flybe Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Flybe Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Flybe may be provided to Connect Airways during
the Offer Period as required under Section 4 of Appendix 4 to the
Code to comply with Rule 2.11(c) of the Code.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for
inspection on Flybe's website at www.flybe.com/investors/ promptly
and in any event by no later than 12 noon (London time) on the
Business Day following the date of this Announcement. For the
avoidance of doubt the contents of that website is not incorporated
into, and does not form part of this Announcement.
In accordance with Rule 30.3 of the Code, Flybe Shareholders may
request a hard copy of this Announcement, free of charge, by
contacting Flybe's registrar, Link Asset Services, on +44(0)871 664
0300. Flybe Shareholders may also request that all future
documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
APPIX 1
Conditions of the Acquisition and certain further terms
Part A: Conditions of the Scheme and the Acquisition
1. The Scheme will be conditional upon:
(a) the Court Meeting and Flybe General Meeting being held on or
before the 22nd day after the expected date of the meetings to be
set out in the Scheme Circular in due course or such later date (if
any) as Flybe and Connect Airways may agree;
(b) the Scheme Court Hearing being held on or before the later
of (i) the 22nd day after the expected date of the hearing date to
be set out in the Scheme Circular in due course and (ii) seven days
after the date on which the conditions relating to regulatory
clearance in this Appendix I are satisfied, or such later date (if
any) as Flybe and Connect Airways may agree and (if required) the
Court may allow; and
(c) the Scheme becoming unconditional and becoming Effective by
no later than the Long Stop Date or such later date (if any) as
Flybe and Connect Airways may agree and (if required) the Court may
allow.
2. The Scheme will be conditional upon:
(a) its approval by a majority in number of the holders of
Scheme Shares who are on the register of members of Flybe and
present, entitled to vote and voting at the Court Meeting, or at
any adjournment thereof, either in person or by proxy, representing
not less than 75% in value of the Scheme Shares held by such
holders;
(b) all resolutions required to approve and implement the Scheme
(including, without limitation, to amend Flybe's articles of
association) being duly passed by the requisite majority or
majorities of the Flybe Shareholders at the Flybe General Meeting,
or at any adjournment thereof;
(c) the sanction of the Scheme by the Court (with or without
modifications, on terms reasonably acceptable to Flybe and Connect
Airways); and
(d) delivery of an office copy of the Scheme Court Order for
registration to the Registrar of Companies.
3. The Scheme is also conditional on the following conditions
having been satisfied or, where applicable, waived prior to the
Scheme Court Hearing and accordingly the delivery of an office copy
of the Scheme Court Order shall not be delivered to Companies House
unless such conditions have been so satisfied or waived:
Merger clearance
(a) insofar as the Acquisition constitutes a relevant merger
situation for the purpose of the Enterprise Act 2002, the CMA
issuing a decision in terms satisfactory to Connect Airways that it
is not the CMA's intention to make a Phase 2 CMA Reference, such
decision being either unconditional or conditional on the CMA's
acceptance of undertakings in lieu under Section 73 Enterprise Act
2002 which are satisfactory to Connect Airways (or the applicable
time period for the CMA to issue either decision having expired
without it having done so and without it having made a Phase 2 CMA
Reference);
(b) insofar as the Acquisition constitutes a concentration with
a Union dimension within the meaning of the EU Merger Regulation,
or is otherwise subject to notification to the European Commission
under the EU Merger Regulation, the European Commission: (i)
issuing a decision in terms satisfactory to Connect Airways not to
initiate Phase 2 European Commission Proceedings (or having been
deemed to do so under the EU Merger Regulation); and (ii) not
having referred (or having been deemed to have referred) any part
of the Acquisition to the Merger Control Authority of one or more
Member States of the European Union under Article 9 of the EU
Merger Regulation;
(c) any other necessary or expedient merger control filings and
notifications identified by Connect Airways having been made to the
competent Merger Control Authority in each relevant jurisdiction
and all approvals, consents or clearances necessary or appropriate
having been obtained from such competent Merger Control Authorities
in terms satisfactory to Connect Airways (in each case within the
relevant preliminary review period ('phase 1' or equivalent)
without the relevant Merger Control Authority having initiated
further in-depth proceedings ('phase 2' or equivalent )).
Brexit
(d) in the event that the Flybe Group ceases to be able to
maintain its operating licence issued pursuant to Regulation (EC)
No 1008/2008 of the European Parliament and of the Council of 24
September 2008 as a result of the UK ceasing to be a member state
of the European Union, Flybe Group is able to obtain any operating
licence or any equivalent authorisation in the United Kingdom;
Insolvency
(e) no steps having been taken or legal proceedings started by
or threatened against a member of the Wider Flybe Group, for its
winding-up or dissolution or for it to enter into any arrangement
or composition for the benefit of its creditors, or for the
appointment of a receiver, administrator, trustee or similar
officer of it or any material part of its assets (or any analogous
proceedings or appointment in any overseas jurisdiction);
Loss of licence
(f) the Civil Aviation Authority not revoking or suspending
Flybe Group's operating licence issued pursuant to Regulation (EC)
No 1008/2008 of the European Parliament and of the Council of 24
September 2008 or any equivalent or replacement equivalent
authorisation in the United Kingdom;
General third party clearances
(g) no Relevant Authority having decided, threatened or given
notice of a decision to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference (and
in each case, not having withdrawn the same), or having required
any action to be taken or otherwise having done anything, or having
enacted, made or proposed any statute, regulation, decision, order
or change to published practice (and in each case, not having
withdrawn the same) and there not continuing to be outstanding any
statute, regulation, decision or order which would or might
reasonably be expected to:
(i) make the Acquisition, or the acquisition of any Flybe Shares
or control of Flybe by Connect Airways void, unenforceable and/or
illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly, prevent or prohibit, restrict, restrain or
delay or otherwise interfere with the implementation of, or impose
additional conditions or obligations with respect to, or otherwise
challenge, impede, interfere or require material amendment to the
terms of the Acquisition;
(ii) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Connect Airways Group or by any member of the
Wider Flybe Group of all or any part of their respective
businesses, assets, property or any shares or other securities (or
the equivalent) in any member of the Wider Flybe Group or any
member of the Wider Connect Airways Group or impose any limitation
on the ability of all or any of them to conduct their respective
businesses (or any part thereof) or to own, control or manage any
of their respective assets or properties (or any part thereof);
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Wider Connect Airways Group, directly
or indirectly, to acquire, hold or exercise effectively all or any
rights of ownership in respect of shares or loans or securities
convertible into shares or other securities (or the equivalent) in
Flybe or on the ability of any member of the Wider Flybe Group or
any member of the Wider Connect Airways Group, directly or
indirectly, to hold or exercise effectively all or any rights of
ownership in respect of shares or loans or any other securities (or
the equivalent) in, or to exercise voting or management control
over, the Wider Flybe Group;
(iv) except pursuant to sections 974 to 991 of the Companies Act
in the event that Connect Airways elects to implement the
Acquisition by way of a Takeover Offer, require any member of the
Wider Connect Airways Group or the Wider Flybe Group to acquire or
offer to acquire any shares, other securities (or the equivalent)
or interest in any member of the Wider Flybe Group owned by any
Relevant Authority (other than in connection with the
implementation of the Acquisition);
(v) result in any member of the Wider Flybe Group or any member
of the Wider Connect Airways Group ceasing to be able to carry on
business under any name under which it currently does so in any
jurisdiction;
(vi) impose any limitation on, or result in any delay in, the
ability of any member of the Wider Connect Airways Group or any
member of the Wider Flybe Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of
the business of any other member of the Wider Connect Airways Group
and/or the Wider Flybe Group;
(vii) require any member of the Wider Flybe Group to terminate
or amend in any material way any material contract to which any
member of the Wider Flybe Group is a party; or
(viii) otherwise materially adversely affect all or any of the
business, assets, liabilities, profits, financial or trading
position or prospects of any member of the Wider Flybe Group or any
member of the Wider Connect Airways Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Relevant Authority could
institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under
the laws of any jurisdiction in respect of the Acquisition having
expired, lapsed or been terminated;
Notifications, waiting periods and authorisations
(h) all necessary notifications, filings or applications which
are necessary having been made in connection with the Acquisition
and all necessary waiting and other time periods (including any
extensions thereof) under any applicable legislation or regulation
of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any
jurisdiction having been complied with, in each case, in respect of
the Scheme, the Acquisition, and the acquisition of any Flybe
Shares, or of control of Flybe, by Connect Airways and all
Authorisations deemed reasonably necessary by Connect Airways in
any jurisdiction for or in respect of the Scheme, the Acquisition,
and the acquisition of any Flybe Shares, or of control of Flybe, by
Connect Airways having been obtained in terms and in a form
reasonably satisfactory to Connect Airways from all appropriate
third parties or (without prejudice to the generality of the
foregoing) from any person or bodies with whom any member of the
Wider Flybe Group or the Wider Connect Airways Group has entered
into contractual arrangements and all such Authorisations necessary
to carry on the business of any member of the Wider Flybe Group in
any jurisdiction having been obtained and all such Authorisations
remaining in full force and effect at the time at which the
Acquisition becomes otherwise wholly unconditional and there being
no notice of an intention to revoke or not to renew such
Authorisations;
Flybe Shareholder resolution
(i) except with the consent or the agreement of Connect Airways,
no resolution of Flybe Shareholders in relation to any acquisition
or disposal of assets or shares (or the equivalent thereof) in any
undertaking or undertakings (or in relation to any merger,
demerger, consolidation, reconstruction, amalgamation or scheme)
being passed at a meeting of Flybe Shareholders after the date of
this Announcement other than in relation to the Acquisition or the
Scheme and, other than with the consent or the agreement of Connect
Airways, no member of the Wider Flybe Group after the date of this
Announcement having taken (or agreed or proposed to take) any
action that requires, or would require, the consent of the Panel or
the approval of Flybe Shareholders in accordance with, or as
contemplated by, Rule 21.1 of the Code;
Certain matters arising as a result of any arrangement,
agreement, etc.
(j) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Flybe Group is a party
or by or to which any such member of the Wider Flybe Group or any
of its assets is or may be bound, entitled or subject, or any event
or circumstance which, as a consequence of the Acquisition or the
acquisition or proposed acquisition of any Flybe Shares, or control
of Flybe, by Connect Airways or otherwise would or might reasonably
be expected to result in (in each case to an extent or in a manner
which is material in the context of the Wider Flybe Group taken as
a whole):
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to,
any such member of the Wider Flybe Group being or becoming
repayable, or capable of being declared repayable, immediately or
prior to its or their stated maturity date or repayment date, or
the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of such member or any such mortgage, charge or other
security interest (whenever created, arising or having arisen)
becoming enforceable;
(iii) any assets of any such member being disposed of, or right
arising under which any such asset could be required to be disposed
of, other than in the ordinary course of business;
(iv) any such arrangement, agreement, lease, licence, franchise,
permit or other instrument or the rights, liabilities, obligations
or interests of any such member in or with any other person (or any
arrangement or arrangements relating to any such interests or
business) being adversely modified or adversely affected or any
obligation or liability arising or any adverse action being taken
or arising thereunder;
(v) the rights, liabilities, obligations, interests or business
of any such member or any member of the Wider Flybe Group under any
such arrangement, agreement, licence, permit, lease or instrument
or the interests or business of any such member or any member of
the Wider Flybe Group in or with any other person or body or firm
or company (or any arrangement relating to any such interests or
business) being terminated, or adversely modified or adversely
affected or any onerous obligation or liability arising or any
adverse action being taken thereunder;
(vi) any such member ceasing to be able to carry on business
under any name under which it presently carries on business;
(vii) the creation or acceleration of any liability (actual or
contingent) by any such member other than trade creditors or other
liabilities incurred in the ordinary course of business,
(viii) the financial or trading position or prospects of, any
such member being prejudiced or adversely affected; or
(ix) any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or
other officers,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Flybe Group is a party
or by or to which any such member or any of its assets are bound,
entitled or subject, would or might reasonably be expected to
result in any of the events or circumstances as are referred to in
Conditions (j)(i) to (ix) above;
Certain events occurring since 30 September 2018
(k) except as Disclosed, no member of the Wider Flybe Group having since 30 September 2018:
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Flybe
Shares out of treasury (except, where relevant, as between Flybe
and wholly-owned subsidiaries of Flybe or between the wholly-owned
subsidiaries of Flybe and except for the issue of or transfer out
of treasury of Flybe Shares on the exercise of employee share
options or vesting of employee share awards in the ordinary course
under the Flybe Share Schemes before the date hereof) or redeemed,
purchased or reduced any part of its share capital;
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of
Flybe to Flybe or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between Flybe and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Flybe and transactions in
the ordinary course of business) implemented, effected, authorised
or proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Wider Flybe Group taken as a whole
or in the context of the Acquisition;
(iv) except for transactions between Flybe and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Flybe and
transactions in the ordinary course of business, disposed of, or
transferred, mortgaged or created any security interest over any
material asset or any right, title or interest in any material
asset or authorised, proposed or announced any intention to do
so;
(v) except for transactions between Flybe and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Flybe
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which in any
such case is material in the context of the Wider Flybe Group taken
as a whole or in the context of the Acquisition;
(vi) except in the ordinary course of business, entered into or
varied or authorised, proposed or announced its intention to enter
into or vary any material contract, arrangement, agreement,
transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or
onerous nature or magnitude or which is or which involves an
obligation of such a nature or magnitude;
(vii) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement,
commitment or arrangement with any director or senior executive of
any member of the Wider Flybe Group, otherwise than in the ordinary
course of business;
(viii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider Flybe Group, otherwise than in the ordinary course of
business;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital (except, in each case, where relevant, as between Flybe and
wholly-owned subsidiaries of Flybe or between the wholly-owned
subsidiaries of Flybe and except for the issue or transfer out of
treasury of Flybe Shares on the exercise of employee share options
or vesting of employee share awards under the Flybe Share Schemes
as Disclosed);
(x) other than pursuant to the Acquisition (and except for
transactions between Flybe and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Flybe and transactions
entered into in the ordinary course of business) entered into or
proposed or announced its intention to enter into or proposed any
reconstruction or amalgamation;
(xi) waived, compromised or settled any claim which is material
in the context of the Wider Flybe Group as a whole or in the
context of the Acquisition;
(xii) (other than in respect of a member of the Wider Flybe
Group which is dormant and was solvent at the relevant time) taken
any action nor having had any steps taken or legal proceedings
started or threatened against it for its winding-up or dissolution
or for it to enter into any arrangement or composition for the
benefit of its creditors, or for the appointment of a receiver,
administrator, trustee or similar officer of it or any material
part of its assets (or any analogous proceedings or appointment in
any overseas jurisdiction), which in each case is material in the
context of the Wider Flybe Group taken as a whole;
(xiii) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Flybe Group and any
other person in a manner which would or might reasonably be
expected to have a material adverse effect on the financial
position of the Wider Flybe Group taken as a whole;
(xiv) save as required in connection with the Acquisition, made
any material alteration to its memorandum, articles of association
or other incorporation documents or any material alteration to the
memorandum, articles of association or other incorporation
documents of any other member of the Wider Flybe Group;
(xv) made or agreed or consented to any material change to:
(A) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider Flybe
Group for its directors, employees or their dependents;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented
to, to an extent which is in any such case material in the context
of the Wider Flybe Group taken as a whole or in the context of the
Acquisition;
(xvi) been unable, or admitted in writing that it is unable, to
pay its debts generally or commenced negotiations with one or more
of its creditors with a view to rescheduling or restructuring any
of its indebtedness generally, or having stopped or suspended (or
threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part
of its business, which in each case is material in the context of
the Wider Flybe Group taken as a whole;
(xvii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities, which in any such case
is material in the context of the Wider Flybe Group as a whole or
in the context of the Acquisition;
(xviii) waived, compromised or settled any claim which is
material in the context of the Wider Flybe Group; or
(xix) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition (k);
No adverse change, litigation, regulatory enquiry or similar
(l) except as Disclosed, there having been:
(i) no adverse change and no circumstance having arisen which
would reasonably be expected to result in any adverse change in the
business, assets, liabilities, shareholders' equity, financial or
trading position or profits, operational performance or prospects
of any member of the Wider Flybe Group which is material in the
context of the Wider Flybe Group taken as a whole or in the context
of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Flybe
Group is or may become a party (whether as a claimant, defendant or
otherwise) having been threatened, announced, implemented or
instituted by or against or remaining outstanding against or in
respect of, any member of the Wider Flybe Group, in each case which
would reasonably be expected to have a material adverse effect on
the Wider Flybe Group taken as a whole or in the context of the
Acquisition;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Relevant Authority against or in respect of any
member of the Wider Flybe Group (or any person in respect of which
any such member has or may have responsibility or liability) having
been threatened, announced, implemented or instituted or remaining
outstanding by, against or in respect of any member of the Wider
Flybe Group, in each case, which would reasonably be expected to
have a material adverse effect on the Wider Flybe Group taken as a
whole or in the context of the Acquisition;
(iv) no contingent or other liability having arisen, been
incurred or become apparent or increased other than in the ordinary
course of business which is reasonably likely to adversely affect
the business, assets, financial or trading position or profits of
any member of the Wider Flybe Group to an extent which is material
in the context of the Wider Flybe Group taken as a whole or in the
context of the Acquisition; and
(v) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Flybe Group which is necessary for the proper carrying on
of its business and the withdrawal, cancellation, termination or
modification of which is material and has had or would reasonably
be expected to have a material adverse effect on the Wider Flybe
Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters regarding information and
corruption
(m) except as Disclosed, Connect Airways not having discovered that:
(i) any financial, business or other information concerning the
Wider Flybe Group which has been publicly disclosed through RIS at
any time by or on behalf of any member of the Wider Flybe Group,
either is misleading, contains a misrepresentation of any fact, or
omits to state a fact necessary to make that information not
misleading, in any such case which is material in the context of
the Wider Flybe Group taken as a whole or in the context of the
Acquisition;
(ii) any past or present member, director, officer or employee
of the Wider Flybe Group (in their capacity as such) or any person
that performs or has performed services for or on behalf of the
Wider Flybe Group (in performing such services) is engaging in or
has at any time during the course of such person's employment with,
or performance of services for or on behalf of, the Wider Flybe
Group engaged in an activity, practice or conduct which would
constitute an offence under, or has not otherwise complied with,
the OECD Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions and any laws
implementing the same, the UK Bribery Act 2010 and/or the US
Foreign Corrupt Practices Act of 1977;
(iii) any material asset of any member of the Wider Flybe Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition);
(iv) any past or present member, director, officer or employee
of the Wider Flybe Group (in their capacity as such), or any other
person for whom any such person may be liable or responsible, has
engaged in any business with or made any investment in, or made any
funds or assets available to or received any funds or asset from
to: (A) any government, entity or individual in respect of which US
or EU persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by US or
EU laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control
or HM Revenue & Customs, or (B) any government, entity or
individual targeted by any of the economic sanctions of the United
Nations, the United States or the European Union or any of their
respective member states; or
(v) any member of the Flybe Group being engaged in any
transaction which would cause Connect Airways to be in breach of
any law or regulation upon its acquisition of Flybe, including the
economic sanctions of the United States Office of Foreign Assets
Control, or HM Revenue & Customs, or any government, entity or
individual targeted by any of the economic sanctions of the United
Nations, the United States, the European Union or any of its member
states;
Conditions 3(a) (Merger Clearances) to (m) (No discovery of
certain matters regarding information and corruption) of Part A
(inclusive) must be fulfilled, be determined by Connect Airways to
be or remain satisfied, or (if capable of waiver) be waived by
Connect Airways by no later than 11:59 pm on the date immediately
preceding the date of the Scheme Court Hearing, failing which the
Scheme will lapse or, if the Acquisition is implemented by way of a
Takeover Offer, no later than as permitted by the Panel. Connect
Airways shall be under no obligation to waive or treat as fulfilled
any of the Conditions which are capable of being waived by a date
earlier than the latest date specified above in Condition 1 for the
fulfilment or waiver thereof, notwithstanding that any such
Condition or other Conditions of the Acquisition may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
To the extent permitted by law and subject to the requirements
of the Panel, Connect Airways reserves the right in its sole
discretion to waive (if capable of waiver) in whole or part all or
any of the above Conditions 3(a) (Merger Clearances) to (m) (No
discovery of certain matters regarding information and corruption)
of Part A (inclusive).
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
The Scheme will not proceed if the CMA makes a Phase 2 CMA
Reference in respect of the Acquisition or the European Commission
either initiates Phase 2 European Commission Proceedings in respect
of the Acquisition or makes a referral of any part of the
Acquisition to a competent authority of the UK under Article 9(1)
of the EU Merger Regulation and there is subsequently a Phase 2 CMA
Reference in respect of the Acquisition before the date of the
Court Meeting. In such event neither Flybe, Connect Airways nor any
Flybe Shareholder will be bound by any term of the Scheme.
Part B: Certain further terms of the Acquisition
1. Connect Airways reserves the right to elect to implement the
Acquisition by way of a Takeover Offer. In such event, such offer
will be implemented on the same terms and conditions (or, if
Connect Airways otherwise determines and subject to the consent of
the Panel) as the Scheme, subject to appropriate amendments to
reflect the change in method of effecting the Acquisition, which
may include changing the consideration structure under the terms of
the Acquisition and (without limitation and subject to the consent
of the Panel) an acceptance condition set at 75% (or such lesser
percentage, being more than 50% as Connect Airways may decide) of
the voting rights then exercisable at a general meeting of Flybe,
including, for this purpose, any such voting rights attaching to
Flybe Shares that are unconditionally allotted or issued, and to
any Treasury Shares which are unconditionally transferred or sold
by Flybe, before the Takeover Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or
otherwise.
2. If Connect Airways is required by the Panel to make an offer
for Flybe Shares under the provisions of Rule 9 of the Code,
Connect Airways may make such alterations to the Conditions and
certain further terms of the Acquisition as are necessary to comply
with the provisions of that Rule.
3. The Acquisition, the Scheme and the Forms of Proxy and any
dispute or claim arising out of, or in connection with, them
(whether contractual or non-contractual in nature) will be governed
by English law and will be subject to the jurisdiction of the
Courts of England.
4. The Flybe Shares shall be acquired with full legal title and
beneficial ownership by Connect Airways fully paid and free from
all liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third party rights and interests
whatsoever and together with all rights existing at the Effective
Date or thereafter attaching thereto, including (without
limitation) the right to receive and retain, in full, all dividends
and other distributions (if any) declared, made or paid or any
other return of capital (whether by way of reduction of share
capital or share premium account or otherwise) made on or after the
Effective Date in respect of the Flybe Shares. If any dividend or
other distribution or return of value is proposed, declared, made,
paid or becomes payable by Flybe in respect of a Flybe Share on or
after the date of this Announcement and prior to the Effective
Date, Connect Airways will have the right to reduce the value of
the consideration payable for each Flybe Share by up to the amount
per Flybe Share of such dividend, distribution or return of value
except where the Flybe Share is or will be acquired pursuant to the
Scheme on a basis which entitles Connect Airways to receive the
dividend, distribution or return of value and to retain it. If any
such dividend or distribution or return of value is paid or made
after the date of this Announcement and Connect Airways exercises
its rights described above, any reference in this Announcement to
the consideration payable under the Scheme shall be deemed to be a
reference to the consideration as so reduced. Any exercise by
Connect Airways of its rights referred to in this paragraph shall
be the subject of an announcement and, for the avoidance of doubt,
shall not be regarded as constituting any revision or variation of
the terms of the Scheme.
5. Under Rule 13.5 of the Code, Connect Airways may not invoke a
Condition so as to cause the Acquisition not to proceed, or to
lapse, or to be withdrawn, unless the circumstances which give rise
to the right to invoke the Condition are of material significance
to Connect Airways in the context of the Acquisition. Condition 1,
2 and 3(a) of Part A are not subject to this provision of the
Code.
6. Connect Airways reserves the right for any other entity
directly or indirectly owned by Connect Airways from time to time
to implement the Acquisition.
7. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom and any Flybe
Shareholders who are not resident in the United Kingdom will need
to inform themselves about and observe any applicable
requirements.
8. Unless otherwise determined by Connect Airways or required by
the Code and permitted by applicable law and regulations, the
Acquisition is not being, and will not be, made, directly or
indirectly, in, into or by the use of the mails of, or by any other
means or instrumentality (including, but not limited to, facsimile,
email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction and will not be capable of acceptance by any such use,
means, instrumentality or facility or from or within any Restricted
Jurisdiction.
APPIX 2
Details of irrevocable undertakings
Flybe Directors' irrevocable undertakings
Per cent. of Flybe
Shares
Name Number of Flybe Shares In issue
Simon Laffin 479,404 0.221
Christine Ourmières-Widener 219,760 0.101
Ian Milne 100,000 0.046
Heather Lawrence 62,500 0.029
Elizabeth McMeikan 10,000 0.005
TOTAL 871,664 0.40
The irrevocable undertakings from the Flybe Directors will only
cease to be binding if:
- the Scheme Document is not published within 28 days of the day
of release of the Announcement (or within such longer period as the
Panel may agree); or
- the Scheme is withdrawn or lapses, save for where the Scheme
is withdrawn or lapses solely as a result of Connect Airways
exercising its right to implement the Acquisition by way of a
Takeover Offer rather than the Scheme or where it is replaced by a
new or revised scheme of arrangement.
APPIX 3
Definitions
The following definitions apply throughout this Announcement,
unless the context otherwise requires:
GBP, p, pence the lawful currency of the United Kingdom
from time to time.
Acquisition the proposed acquisition by Connect Airways
of the entire issued and to be issued
share capital of Flybe, to be effected
by the Scheme as described in this Announcement
(or by a Takeover Offer under certain
circumstances described in this Announcement).
Announcement this announcement made under Rule 2.7
of the Code regarding the Acquisition.
Authorisations authorisations, orders, recognitions,
grants, consents, clearances, confirmations,
certificates, licences, permissions, determinations,
exemptions or approvals.
Barclays Barclays Bank plc, acting through its
Investment Bank.
Board as the context requires, the board of
directors of Connect Airways or the board
of directors of Flybe and the terms Connect
Airways Board and Flybe Board shall be
construed accordingly.
Business Day a day on which banks are generally open
for business in London (apart from Saturdays,
Sundays and bank holidays).
CMA the UK Competition and Markets Authority.
Code the UK City Code on Takeovers and Mergers.
Combined Group Connect Airways, Stobart Air and Flybe,
and their respective subsidiary undertakings.
Companies Act the UK Companies Act 2006, as amended
from time to time.
Conditions the conditions to the Acquisition as set
out in Part A of Appendix 1 of this Announcement
and to be set out in the Scheme Document.
Confidentiality Agreements the Stobart and Cyrus Confidentiality
Agreement and the Virgin Atlantic Confidentiality
Agreement.
Connect Airways Connect Airways Limited, a company incorporated
in England and Wales with company number
11732177.
Connect Airways Directors the directors of Connect Airways as at
the date of this Announcement or, where
the context so requires, the directors
of Connect Airways from time to time.
Connect Airways Group Connect Airways and its subsidiaries and
subsidiary undertakings from time to time.
Cooperation Agreement the cooperation agreement entered into
between Connect Airways and Flybe dated
11 January 2019 relating to the Acquisition.
Court the High Court of Justice in England and
Wales.
Court Meeting the meeting(s) of the Scheme Shareholders
to be convened by order of the Court pursuant
to section 896 of the Companies Act, notice
of which will be set out in the Scheme
Document, for the purpose of considering,
and if thought fit, approving the Scheme
(with or without amendment) and any adjournment,
postponement or reconvention of such meeting.
CREST the relevant system (as defined in the
Uncertificated Securities Regulations
2001 (SI 2001/3755) (the Regulations))
in respect of which Euroclear UK and Ireland
Limited is the Operator (as defined in
the Regulations) in accordance with which
securities may be held and transferred
in uncertificated form.
Cyrus Cyrus Capital Partners L.P. a limited
partnership incorporated under the laws
of the state of Delaware.
Dealing Disclosure has the same meaning as in Rule 8 of the
Code.
Disclosed information which has been fairly disclosed
by or on behalf of Flybe:
* in the annual report and accounts of the Flybe Group
for the financial year ended 31 March 2018;
* in Flybe's announcement dated 14 November 2018 of its
half year results;
* in this Announcement;
* in any other public announcement made by Flybe by way
of RIS (including information the availability of
which has been announced by way of any Regulatory
Services Announcement) between 1 January 2016 and the
date of this Announcement; or
* in the virtual data room operated by or on behalf of
Flybe and which Connect Airways or its advisers are
able to access in relation to the Acquisition before
the date of this Announcement.
DLP Holdings DLP Holdings S.à. r.l., a company
incorporated under the laws of Luxembourg
registered with the Luxembourg Trade Companies
Register under number 3228825.
Effective in the context of the Acquisition:
(i) if the Acquisition is implemented
by way of the Scheme, means the Scheme
having become effective in accordance
with its terms; or
(ii) if the Acquisition is implemented
by way of a Takeover Offer, such offer
having become or been declared unconditional
in all respects in accordance with its
terms.
Effective Date the date on which the Acquisition becomes
Effective.
EU Merger Regulation Council Regulation (EC) No 139/2004 of
20 January 2004 on the control of concentrations
between undertakings.
EU or European Union the European Union.
Evercore Evercore Partners International LLP.
FCA the United Kingdom Financial Conduct Authority.
Flybe Flybe Group plc, a company incorporated
under the laws of England and Wales with
the registered number 01373432 and listed
on the London Stock Exchange's Main Market
for listed securities.
Flybe Directors the directors of Flybe as at the date
of this Announcement or, where the context
so requires, the directors of Flybe from
time to time.
Flybe General Meeting the general meeting of Flybe Shareholders
(including any adjournment, postponement
or reconvention of it) to be convened
for the purpose of considering, and if
thought fit, approving the shareholder
resolutions necessary to enable Flybe
to implement the Acquisition, notice of
which will be set out in the Scheme Document.
Flybe Group Flybe and its subsidiaries and subsidiary
undertakings from time to time.
Flybe Meetings the Court Meeting and the Flybe General
Meeting.
Flybe or Company Flybe Group plc, a company incorporated
in England and Wales with registered number
01373432.
Flybe Share Schemes the PSP, the SIP Scheme and the SAYE Scheme.
Flybe Shareholders the holders of the Flybe Shares.
Flybe Shares the ordinary shares of one pence each
in the capital of Flybe.
Forms of Proxy either or both (as the context demands)
of the form of proxy in relation to the
Court Meeting and the form of proxy in
relation to the Flybe General Meeting,
which will accompany the Scheme Document.
Formal Sale Process the process by which Flybe announced on
14 November 2018 that it was seeking one
or more potential bidders to acquire Flybe
by means of a formal sale process.
ISIN International Securities Identification
Number.
London Stock Exchange London Stock Exchange plc.
Long Stop Date 30 September 2019, or such later date
(if any) as Connect Airways and Flybe
may agree, with the consent of the Panel,
and the Court may allow.
Market Abuse Regulation the Market Abuse Regulation (2014/596/EU).
Merger Control Authority any national, supra-national or regional,
government or governmental, quasi-governmental,
statutory, regulatory or investigative
body or court, in any jurisdiction, responsible
for the review or approval of mergers,
acquisitions, concentrations, joint ventures,
or any other similar matter.
Offer Document should the Acquisition be implemented
by means of a Takeover Offer, the document
to be sent to Flybe Shareholders containing
the full terms and conditions of such
Takeover Offer.
Offer Period the offer period (as defined in the Code)
relating to Flybe, which commenced on
14 November 2018.
Offer Price one (1) pence per Flybe Share.
Opening Position Disclosure an announcement containing details of
interests or short positions in, or rights
to subscribe for, any relevant securities
of a party to the Offer if the person
concerned has such a position.
Panel the UK Panel on Takeovers and Mergers.
Phase 2 CMA Reference a reference pursuant to Section 22 or
33 of the Enterprise Act 2002 of the Acquisition
to the chair of the CMA for the constitution
of a group under Schedule 4 to the Enterprise
and Regulatory Reform Act 2013.
Phase 2 European Commission proceedings initiated by the European
Proceedings Commission under Article 6(1)(c) of the
EU Merger Regulation in respect of the
Acquisition.
PSP the Flybe Performance Share Plan.
Registrar of Companies the registrar of companies in England
and Wales.
Relevant Authority each of a government or governmental,
quasi-governmental, supranational, statutory,
regulatory, environmental or investigative
body, court, trade agency, association
or any other similar body or person whatsoever
in any jurisdiction.
Restricted Jurisdiction any jurisdiction where local laws or regulations
may result in significant risk of civil,
regulatory or criminal exposure if information
concerning the Acquisition is sent or
made available to Flybe Shareholders in
that jurisdiction (in accordance with
Rule 30.3 of the Code).
RIS a service approved by the London Stock
Exchange for the distribution to the public
of announcements and included within the
list maintained on the London Stock Exchange's
website.
SAYE Scheme the Flybe Share Save Scheme.
Scheme the proposed scheme of arrangement under
Part 26 of the Companies Act between Flybe
and the Scheme Shareholders to implement
the Acquisition with or subject to any
modification, addition or condition approved
or imposed by the Court and agreed to
by Flybe and Connect Airways.
Scheme Court Hearing the hearing of the Court to sanction the
Scheme under section 899 of the Companies
Act.
Scheme Court Order the order of the Court sanctioning the
Scheme under section 899 of the Companies
Act.
Scheme Document the document to be dispatched to (among
others) Flybe Shareholders containing
and setting out, among other things, the
full terms and conditions of the Scheme
and notices convening the Court Meeting
and the Flybe General Meeting and including
the particulars required by section 897
of the Companies Act.
Scheme Record Time the time and date specified as such in
the Scheme Document, expected to be 6.00
pm on the Business Day immediately preceding
the Effective Date.
Scheme Shareholders holders of Scheme Shares.
Scheme Shares the Flybe Shares:
1. in issue at the date of the Scheme
Document and which remain in issue at
the Scheme Record Time;
2. (if any) issued after the date of the
Scheme Document and before the Voting
Record Time and which remain in issue
at the Scheme Record Time; and
3. (if any) issued at or after the Voting
Record Time but at or before the Scheme
Record Time on terms that the holder thereof
shall be bound by the Scheme or in respect
of which the original or any subsequent
holders thereof are, or have agreed in
writing to be, bound by the Scheme and,
in each case, which remain in issue at
the Scheme Record Time,
excluding, in any case, any Flybe Shares
held by or on behalf of Connect Airways
or the Connect Airways Group at the Scheme
Record Time.
SEC US Securities and Exchange Commission.
Significant Interest in relation to an undertaking, a direct
or indirect interest of 20% or more of:
(i) the total voting rights conferred
by the equity share capital (as defined
in section 548 of the Companies Act) of
such undertaking; or (ii) the relevant
partnership interest.
SIP Scheme the Flybe Share Incentive Plan.
Stobart Air The group comprising each of the following
entities and all direct and indirect subsidiaries
of such entities:
1. Stobart Air ULC, a company incorporated
under the laws of the Republic of Ireland
with the registered number 28858;
2. Propius Holding Limited, a company
incorporated under the laws of the Republic
of Ireland with the registered number
907306; and
3. Everdeal Holdings Limited, a company
incorporated under the laws of the Republic
of Ireland with the registered number
520459.
Stobart and Cyrus the confidentiality agreement dated 3
Confidentiality Agreement November 2018 entered into between Cyrus,
Stobart Group and Flybe.
Stobart Aviation Stobart Aviation Limited, a company incorporated
under the laws of England and Wales with
the registered number 10756283.
Stobart Group Stobart Group Limited, a company incorporated
under the laws of Guernsey with the registered
number 39117.
subsidiary and subsidiary have the meanings given to them in the
undertaking Companies Act.
Takeover Offer should the Acquisition be implemented
by way of a takeover offer as defined
in Chapter 3 of Part 28 of the Companies
Act, the offer to be made by or on behalf
of Connect Airways to acquire the entire
issued and to be issued share capital
of Flybe not already owned by Connect
Airways and, where the context permits,
any subsequent revision, variation, extension
or renewal of such takeover offer.
Treasury Shares shares held as treasury shares as defined
in section 724(5) of the Companies Act.
UK or United Kingdom the United Kingdom of Great Britain and
Northern Ireland.
US Exchange Act US Securities Exchange Act of 1934, as
amended.
US or United States the United States of America, its territories
and possessions, any state of the United
States and the District of Columbia.
Virgin Atlantic Virgin Atlantic Limited, a company incorporated
under the laws of England and Wales with
the registered number 08867781.
Virgin Atlantic Confidentiality the confidentiality agreement entered
Agreement into between Flybe and Virgin Atlantic
dated 8 November 2018.
Voting Record Time the date and time specified in the Scheme
Document by reference to which entitlement
to vote on the Scheme will be determined,
expected to be 6.00 p.m. on the day two
days before the date of the Court Meeting
or any adjournment of it (as the case
may be), in each case excluding any day
that is not a Business Day.
Wider Connect Airways Connect Airways and its subsidiaries,
Group subsidiary undertakings, associated undertakings
and any other body corporate, partnership,
joint venture or person in which Connect
Airways and all such undertakings (aggregating
their interests) have a Significant Interest.
Wider Flybe Group Flybe and its subsidiaries, subsidiary
undertakings, associated undertakings
and any other body corporate, partnership,
joint venture or person in which Flybe
and all such undertakings (aggregating
their interests) have a Significant Interest.
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the date of this Announcement.
All references to time in this Announcement are to London time
unless otherwise stated. References to the singular include the
plural and vice versa.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPDMGMMVMRGLZG
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