REG - Jet2 PLC - Repurchase of Convertible Bonds

Jet2Announcement

11/03/2025 07:15

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RNS Number : 1616A  Jet2 PLC  11 March 2025

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

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

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

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

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

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

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

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

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

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

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

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

For further information please contact:

 

 Jet2 plc                                            0113 239 7692

 Steve Heapy, Chief Executive Officer

 Gary Brown, Group Chief Financial Officer

 Cavendish Capital Markets Limited                   020 7220 0500

 Nominated Adviser

 Katy Birkin / Camilla Hume / George Lawson

 Rothschild & Co                                     020 7280 5000

 Financial Adviser

 John Deans / Peter Nicklin / Colm Burns

 HSBC Bank plc                                       020 7991 5647

 Joint Dealer Manager

 Dan Kosary / Giorgio Milanese

 Jefferies International Limited                     020 7029 8000

 Joint Dealer Manager

 Ed Matthews / Dominik Gansloser / Patrick Kindler

 Burson Buchanan                                     020 7466 5000

 Financial PR

 Richard Oldworth / Toto Berger

 

IMPORTANT INFORMATION

GENERAL

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

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

INVITATION AND DISTRIBUTION RESTRICTIONS

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

UNITED STATES

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

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

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

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

UNITED KINGDOM

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

ITALY

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

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

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

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

FRANCE

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS

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

 

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