REG - Jet2 PLC - Result of Repurchase of Convertible Bonds

Jet2Announcement

11/03/2025 18:00

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RNS Number : 2638A  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 announces repurchase of £301.5 million notional of its existing
convertible bonds due 2026

Jet2 plc, the Leisure Travel group (the "Purchaser"), announces the final
results of its 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 Purchaser announces the repurchase of £301.5 million in aggregate
principal amount of the Bonds, which represents approximately 99.0% of the
remaining outstanding aggregate principal amount of the Bonds. Eligible
Bondholders (as defined below) 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 volume
weighted average price of the Purchaser's ordinary shares with ISIN code:
GB00B1722W11 quoted on the AIM Market of the London Stock Exchange plc (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 which is expected to occur on Tuesday, 18 March 2025. The Final
Repurchase Price is expected to be announced on Wednesday, 12 March 2025
following the close of trading.

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.

Following cancellation of the Bonds repurchased by the Purchaser pursuant to
the Invitation, the remaining outstanding Bonds will represent an aggregate
principal amount of £2.9 million. Considering that further to the Invitation,
the aggregate principal amount of the Bonds outstanding and held by persons
other than the Purchaser and its subsidiaries is equal to or less than 15% of
the aggregate principal amount of Bonds originally issued, holders of the
Bonds are reminded that the Purchaser intends, pursuant to the terms and
conditions of the Bonds, subject to providing not less than 30 nor more than
60 days' notice, to early redeem all of the outstanding Bonds at their
principal amount together with accrued and unpaid interest thereon up to (but
excluding) the date of such redemption.

The Invitation was 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").

HSBC Bank plc and Jefferies International Limited acted as Joint Dealer
Managers for the Invitation. Rothschild & Co acted as financial adviser to
the Purchaser.

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

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. THE INVITATION HAS NOW EXPIRED.

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.

 

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