Retail Offer via PrimaryBid.com
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED ("PRIMARYBID") WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).
For immediate release
11 February 2021
("Jet2", the "Group" or the "Company")
Retail Offer via PrimaryBid.com
Jet2 plc, the Leisure Travel group, today announces a retail offer via PrimaryBid of new ordinary shares of 1.25 pence each in the Company ("Ordinary Shares") (the "Retail Shares") to retail investors (the "Retail Offer").
As separately announced today, the Company is conducting a placing of new Ordinary Shares (the "Placing Shares", together with the "Retail Shares", the "Fundraise Shares") to institutional investors (the "Placing", together with the "Retail Offer", the "Fundraise") through an accelerated bookbuild (the "Bookbuild"). The price at which the Placing Shares and the Retail Shares are to be placed (the "Placing Price") will be determined at the close of the Bookbuild.
Reasons for the Retail Offer
Based on the indicative scenario planning undertaken by management, the Board believes that the proceeds from the proposed Fundraise will provide sufficient liquidity on an extended and likely unpredictable shutdown basis to deal with this continually challenging trading environment.
The Directors believe that the proposed Fundraise will:
- enable management to continue to adopt a decisive but prudent, responsible financial management approach;
- ensure that management can continue to take longer term strategic decisions to support sustainable, long term profit growth; and
- further improve the ability for Jet2.com and Jet2holidays to exit the pandemic in a stable commercial position to capitalise on the upturn opportunity when it arrives for the benefit of all stakeholders, including shareholders.
Whilst the Placing has been structured as a non-pre-emptive cashbox placing so as to minimise cost, time to completion and use of management time at an important and unprecedented time for the Company, the Company highly values its retail investor base which has supported the Company alongside institutional investors.
Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail investors the opportunity to participate in the Fundraise. The Company is therefore making the Retail Offer available exclusively through PrimaryBid.
Details of the Retail Offer
Members of the public may participate in the Retail Offer by applying exclusively through the www.PrimaryBid.com platform and PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.
The Retail Offer will be open to retail investors with immediate effect following release of this Announcement. The Retail Offer will close at the same time as the Bookbuild is completed. The Retail Offer may close early if it is oversubscribed.
There is a minimum subscription of £100 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via PrimaryBid. The Company, in consultation with PrimaryBid, reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any applications under the Retail Offer without giving any reason for such rejection.
No commission will be charged to investors on applications to participate in the Retail Offer made through PrimaryBid. It is important to note that once an application for the Retail Shares has been made and accepted via PrimaryBid, that application is irrevocable and cannot be withdrawn.
It is a term of the Retail Offer that the total value of Retail Shares available for subscription at the Placing Price does not exceed €8 million or equivalent. Accordingly, the Company is not required to publish (and has not published) a prospectus in connection with the Retail Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of the Financial Services and Markets Act 2000. The Retail Offer is not being made into any jurisdiction where it would be unlawful to do so. In particular, the Retail Offer is being made only to persons who are, and at the time the Retail Shares are subscribed for, will be outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the offer through PrimaryBid or subscribe for Retail Shares.
The Retail Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with each other and the Placing Shares and with the Existing Ordinary Shares, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Together, the total number of Placing Shares and Retail Shares will not exceed 20 per cent. of the Company's existing ordinary share capital.
Application has been made to the London Stock Exchange for the Retail Shares and the Placing Shares to be admitted to trading on AIM ("Admission").
Settlement for the Retail Shares and the Placing Shares and Admission is expected to take place on or around 8.00 a.m. (London time) on 17 February 2021. The Retail Offer is conditional upon, inter alia, the placing agreement entered into by the Company not being terminated in accordance with its terms and Admission.
For further details, please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for the Retail Shares, is available to all persons who register with PrimaryBid.
It should be noted that a subscription for Retail Shares and any investment in the Company carries a number of risks. Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation of legal advice. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt.
For further information, please contact:
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
This announcement (the "Announcement") and the information contained in it is not for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The Fundraise Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Fundraise Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Fundraise Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Fundraise Shares and the Fundraise Shares have not been; and the Fundraise Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Fundraise Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or South Africa or to any investor located or resident in Canada.
No public offering of the Fundraise Shares is being made in the United States, United Kingdom (except as disclosed in this Announcement under "Details of the Retail Offer"). All offers of the Fundraise Shares will be made pursuant to an exemption under the UK version of Regulation (EU) no 2017/1129 of the European Parliament and of the Council of 14 June 2017, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time, and includes any relevant implementing measure in any member state (the "Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.
The distribution of this Announcement and/or the offering of the Retail Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or PrimaryBid or any of their respective affiliates that would, or which is intended to, permit an offering of the Retail Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Retail Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and PrimaryBid to inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect", "target", "anticipate", "could", "predict", "continue", "positioned", "risk" (or the negative thereof) and words of similar meaning, reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this Announcement and are not intended to give any assurance as to future results and cautions that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. Except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based, except where required to do so under applicable law.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Retail Shares. Any investment decision to buy Retail Shares in the Retail Offer must be made solely on the basis of publicly available information, which has not been independently verified by PrimaryBid.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Retail Offer. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE Fundraise SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE Fundraise SHARES.