REG - easyJet PLC - Admission of Nil Paid Rights

easyJetAnnouncement

13/09/2021 07:00

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RNS Number : 4707L  easyJet PLC  13 September 2021

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA (SUBJECT TO
CERTAIN LIMITED EXCEPTIONS), JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT. INVESTORS SHOULD
NOT SUBSCRIBE FOR THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON
THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUSES.

For immediate release

easyJet plc

Admission of Nil Paid Rights

13 September 2021

easyJet plc (the "Company") announces that, pursuant to the Rights Issue
announced on 9 September 2021, 301,260,394 New Ordinary Shares will be
admitted, nil paid, to listing on the premium segment of the Official List of
the FCA and will be admitted, nil paid, to trading on London Stock Exchange
plc's main market for listed securities at 8.00 a.m. today.

 

The Record Date for entitlements under the Rights Issue was the close of
business on 8 September 2021. Provisional Allotment Letters have been posted
to Qualifying Non-CREST Shareholders (other than, subject to certain limited
exceptions, Qualifying Non-CREST Shareholders with registered addresses, or
who are resident or located, in any of the Excluded Territories). CREST stock
accounts of Qualifying CREST Shareholders (other than, subject to certain
limited exceptions, Qualifying CREST Shareholders with registered addresses,
or who are resident or located, in any of the Excluded Territories) are
expected to be credited with Nil Paid Rights in as soon as practicable after
8.00 a.m. today.

 

Unless the context otherwise requires, words and expressions defined in the UK
Prospectus and French Prospectus dated 9 September 2021 (the "Prospectuses")
shall have the same meanings in this announcement.

 

CONTACTS

 

easyJet

Investor and analyst enquiries

Michael Barker, Director of Investor Relations

+44 (0) 7985 890 939; E-mail: michael.barker@easyJet.com

 

Adrian Talbot, Senior Investor Relations Manager

+44 (0) 7971 592 373; E-mail: adrian.talbot@easyJet.com

 

BNP Paribas (Joint Sponsor, Joint Global Coordinator and Joint Corporate
Broker)

Andrew Forrester

Chris Byrne

Paul Frankfurt

Josh Younger

+44 (0)20 7595 2000

 

Greenhill (Joint Sponsor and Financial Adviser)

David Wyles

Michael Masterson

Dean Rodrigues

+44 (0)20 7198 7400

 

Credit Suisse (Joint Global Coordinator and Joint Corporate Broker)

John Hannaford

Christian Brucher

Nick Koemtzopoulos

James Green

Gillian Sheldon (Senior Advisor)

+44 (0) 20 7888 8888

 

Goldman Sachs (Joint Global Coordinator)

Eduard van Wyk

Charlie Lytle

Cara Pazdon

Louise Courtney

+44 (0) 20 7774 1000

 

Santander (Joint Bookrunner)

Simon Payne

Javier Mata

Michael Ward

+34 692 206 356

 

Société Générale (Joint Bookrunner)

Emilie Jadat O'Shea

+33 1 42 13 44 97

Gregory Mouzawak

+33 1 56 37 67 27

 

Media enquiries

Anna
Knowles
Corporate Communications                        +44
(0)7985 873 313

Edward Simpkins
Finsbury
            +44 (0)7947 740 551

Dorothy Burwell
Finsbury                                                          +44
(0)7733 294 930

 

 

IMPORTANT NOTICES

 

This announcement has been issued by and is the sole responsibility of the
Company. This announcement is not a prospectus but an advertisement and
investors should not acquire any nil paid rights, fully paid rights or new
shares referred to in this announcement except on the basis of the information
contained in the Prospectuses approved respectively by the Financial Conduct
Authority and the AMF and published by the Company in connection with the
Rights Issue. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. Copies of the
Prospectuses are available on the Company's website, provided that the
Prospectuses are not, subject to certain exceptions, available to certain
shareholders in certain restricted or excluded territories. The Prospectuses
give further details of the Rights Issue. Potential investors are advised to
read the Prospectuses before making an investment decision in order to fully
understand the potential risks and rewards associated with the decision to
invest in the securities. The approval of the Prospectuses by the FCA and the
AMF should not be understood as an endorsement of the securities offered.

 

Any decision to participate in the Rights Issue must be made solely on the
basis of the Prospectuses. The information contained in this announcement is
for background purposes only and no reliance may or should be placed by any
person for any purpose whatsoever on the information contained in this
announcement or on its completeness, accuracy or fairness. Recipients of this
announcement should conduct their own investigation, evaluation and analysis
of the business, data and property described in this announcement. This
announcement does not constitute a recommendation concerning any investor's
decision or options with respect to the Rights Issue. The information in this
announcement is subject to change.

 

This announcement is for information purposes only and shall not constitute or
form part of any offer to issue or sell, or the solicitation of any offer to
purchase, subscribe for or otherwise acquire, any securities of the Company in
the United States (including its territories and possessions, any state of the
United States and the District of Columbia) (the "United States" or "US") or
any other jurisdiction where such offer or sale would be unlawful. The
securities referred to herein (the "Securities") have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US Securities
Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States, and may not be offered, sold, taken up,
exercised, resold, pledged, renounced, transferred or delivered, directly or
indirectly, into or within the United States, except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with any applicable
securities laws of any relevant state or other jurisdiction of the United
States. There will be no public offering of the Securities in the United
States.

 

Neither this announcement or any other document connected with the Rights
Issue has been or will be approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission in the
United States or any other US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of
the Securities or the accuracy or adequacy of this announcement or any other
document connected with the Rights Issue. Any representation to the contrary
is a criminal offence in the United States.

 

The distribution of this announcement and any proposed offering and/or issue
of securities referred to herein in certain jurisdictions may be restricted by
law. No action has been taken by the Company, BNP Paribas ("BNP Paribas"),
Credit Suisse International ("Credit Suisse"), Goldman Sachs International
("Goldman Sachs International"), Banco Santander, S.A. ("Santander"),
Société Générale ("Société Générale"), BNP Paribas London Branch ("BNP
Paribas London Branch"), Greenhill & Co. International LLP ("Greenhill"
and, together with BNP Paribas, Credit Suisse, Goldman Sachs International,
Santander, Société Générale and BNP Paribas London Branch, the "Banks")
that would permit an offer of securities or possession or distribution of this
announcement or publicity material relating to securities in any jurisdiction
where action for that purpose is required, other than in the United Kingdom.
Persons into whose possession this announcement comes are required by the
Company and the Banks to inform themselves about and to observe any such
restrictions. Any failure to comply with any such restrictions may constitute
a violation of the securities laws of such jurisdiction.

 

BNP Paribas is authorised and regulated by the European Central Bank ("ECB")
and the Autorité de Contrôle Prudentiel et de Resolution ("ACPR"). Credit
Suisse is authorised in the United Kingdom by the Prudential Regulation
Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA.
Goldman Sachs International is authorised in the United Kingdom by the PRA and
regulated in the United Kingdom by the FCA and the PRA. Santander is
authorised and regulated by the Bank of Spain and subject to supervision by
the Bank of Spain and by the ECB and to limited regulation by the FCA and the
PRA. Société Générale is a French credit institution (bank) authorised and
supervised by the ECB and the ACPR and regulated by the AMF. Details of the
temporary permissions regime as prescribed under The EEA Passport Rights
(Amendment, etc., and Transitional Provisions) (EU Exit) Regulations 2018 (the
"Temporary Permissions Regime"), which allows EEA-based firms to operate in
the UK for a limited period while seeking full authorisation, are available on
the FCA's website, and further details about the extent of Société
Générale's authorisation, supervision and regulation by the above-mentioned
authorities are available from Société Générale on request. BNP Paribas
London Branch is authorised by the PRA with deemed permissions under the
Temporary Permissions Regime. BNP Paribas London Branch is subject to
regulation by the FCA and limited regulation by the PRA. Greenhill is
authorised and regulated in the United Kingdom by the FCA. Each of the Banks
is acting exclusively for the Company and no one else in connection with the
Rights Issue and will not regard any other person (whether or not a recipient
of this announcement) as a client in relation to the Rights Issue and will not
be responsible to anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in relation to
the Rights Issue or any matters, transactions or arrangements referred to in
this announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on any of the Underwriters (as defined below) and Greenhill by the Financial
Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime
established thereunder, or under the regulatory regime of any jurisdiction
where the exclusion of liability under the relevant regulatory regime would be
illegal, void or unenforceable, neither the Banks nor any of their respective
subsidiaries, branches or affiliates, accept any duty, liability or
responsibility whatsoever (whether direct or indirect) to any person for any
acts or omissions of the Company as to the contents of this announcement or
make any representation or warranty, express or implied, as to the contents of
this announcement including its accuracy, completeness or verification or for
any statement made or purported to be made by it, or on its behalf, in
connection with the Company, the Securities or the Rights Issue and nothing in
this announcement shall be relied upon as a promise or representation in this
respect, whether or not as to the past or future. The Banks and their
respective subsidiaries, branches and affiliates accordingly disclaim, to the
fullest extent permitted by law, all and any duty, liability and
responsibility whatsoever arising in tort, contract or otherwise which it
might otherwise have in respect of this announcement or any such statement.

 

BNP Paribas, Credit Suisse, Goldman Sachs International, Santander and
Société Générale (the "Underwriters"), in accordance with applicable legal
and regulatory provisions, may engage in transactions in relation to the
Securities and/or related instruments for their own account for the purpose of
hedging their underwriting exposure or otherwise. In connection with the
Rights Issue, the Underwriters and any of their respective affiliates, acting
as investors for their own accounts may acquire new ordinary shares in the
Company ("New Shares") as a principal position and in that capacity may
retain, acquire, subscribe for, purchase, sell, offer to sell or otherwise
deal for their own accounts in such New Shares and other securities of the
Company or related investments in connection with the Rights Issue or
otherwise. Accordingly, references in this document to the New Shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue, offer, subscription, acquisition, placing or
dealing by each of the Underwriters and any of their respective affiliates
acting as investors for their own accounts. In addition, certain of the
Underwriters or their respective affiliates may enter into financing
arrangements (including swaps or contracts for difference) with investors in
connection with which such Underwriters (or their respective affiliates) may
from time to time acquire, hold or dispose of New Shares. The Underwriters may
also coordinate a sell-down in the event that any underwriting crystallises as
a result of the Rights Issue. Except as required by applicable law or
regulation, the Underwriters and their respective affiliates do not propose to
make any public disclosure in relation to such transactions.

 

In the event that the Underwriters acquire New Shares which are not taken up
by Qualifying Shareholders (as defined in the Prospectuses), the Underwriters
may co-ordinate disposals of such shares in accordance with applicable law and
regulation. Except as required by applicable law or regulation, the
Underwriters and their respective affiliates do not propose to make any public
disclosure in relation to such transactions.

 

Neither the contents of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

 

This announcement does not constitute a recommendation concerning any
investor's options with respect to the Rights Issue. The price of shares and
any income expected from them may go down as well as up and investors may not
get back the full amount invested upon disposal of the shares. Past
performance is no guide to future performance. The contents of this
announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

 

None of the Banks nor any of their respective affiliates accepts any
responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to this announcement, including the truth,
accuracy, fairness, sufficiency or completeness of the information or the
opinions or beliefs contained in this announcement (or any part hereof). None
of the information in this announcement has been independently verified or
approved by the Banks or any of their respective affiliates. Save in the case
of fraud, no liability is accepted by the Banks or any of their respective
affiliates for any errors, omissions or inaccuracies in such information or
opinions or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this announcement or its
contents or otherwise in connection with this announcement.

 

No person has been authorised to give any information or to make any
representations other than those contained in this announcement and, if given
or made, such announcements must not be relied on as having been authorised by
the Company, the Banks or any of their respective affiliates. Subject to the
Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and
Transparency Rules and MAR (each as defined in the Prospectuses) and the
European Prospectus Regulation, the issue of this announcement and any
subsequent announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date of this announcement or that the information contained in it is
correct as at any subsequent date.

 

This announcement contains "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
announcement. None of the Company, the Banks or their respective affiliates
undertakes or is under any duty to update this announcement or to correct any
inaccuracies in any such information which may become apparent or to provide
you with any additional information, other than any requirements that the
Company may have under applicable law or the European Prospectus Regulation,
the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance
and Transparency Rules or MAR. To the fullest extent permissible by law, such
persons disclaim all and any responsibility or liability, whether arising in
tort, contract or otherwise, which they might otherwise have in respect of
this announcement. The information in this announcement is subject to change
without notice.

 

The Securities will not be admitted to trading on any stock exchange other
than the London Stock Exchange.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the New Shares have
been subject to a product approval process, which has determined that such
securities are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, as respectively defined in paragraphs 3.5 and 3.6 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors (such term to have
the same meaning as in the UK MiFIR Product Governance Requirements) should
note that: the price of the New Shares may decline and investors could lose
all or part of their investment and the New Shares offer no guaranteed income
and no capital protection; and an investment in the New Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the sale of the New Shares. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Underwriters will only
procure investors (in connection with the Rights Issue) who meet the criteria
of professional clients and eligible counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the New Shares.

 

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Shares and determining appropriate
distribution channels.

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