REG - Jet2 PLC - Update on UK ownership and Permitted Maximum

Jet2Announcement

16/05/2023 17:00

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RNS Number : 6104Z  Jet2 PLC  16 May 2023

16 May 2023

Jet2 plc

("Jet2", the "Group" or the "Company")

 

Update on UK ownership, Operating Rights and amendment to Permitted Maximum

 

Jet2 plc, the Leisure Travel Group, today announces that its board of
directors (the "Board") has amended the current "Permitted Maximum", being the
maximum percentage of the Company's issued share capital that may be owned by
non-UK nationals, from 35% to 45%.

Jet2's rights to fly to its chosen destinations ("Operating Rights") have been
granted by those destination countries in line with rules relating to airline
ownership and control set out in relevant bilateral arrangements with the
UK.  The rules which are applicable to Jet2, therefore, are not just set by
the UK and EU authorities, but also by the authorities in non-EU destinations
to which Jet2 flies and, looking ahead, to which it may wish to fly in the
future. Where these rules exist in a relevant bilateral (which is
commonplace), they require that UK airlines flying to the destination country
be majority owned and controlled by UK nationals.

Accordingly, the Company's Articles of Association (the "Articles") provide
the Board with certain powers to take action to ensure that the number of
shares in the Company held by non-UK nationals ("Non-UK Shares") does not
reach a level which could jeopardise Jet2's current and future Operating
Rights. In particular, the Board may set a Permitted Maximum, which was
publicly communicated on 7 September 2017 as 35%.

The Board has been advised that, as at 28 April 2023, the current number of
Non-UK Shares as a percentage of the Company's issued share capital was
approximately 37%, such that the previous Permitted Maximum had been exceeded.

In common with other industry participants, under its Articles, the Board has
discretion to take steps to protect the Company's Operating Rights, given
these are so material to its current and future operations.  These steps
include serving notice to holders of any Non-UK Shares ("Affected Share
Notices") above the Permitted Maximum which require the sale of certain Non-UK
Shares within 21 days.  In deciding which Non-UK Shares are to be subject to
Affected Share Notices, the Board would have regard primarily to the
chronological order in which such shares have been acquired (the so-called
'last in first out' principle).

The Board has determined that it is not necessary to serve Affected Share
Notices at this time but, having consulted with its advisers, and having
regard to the thresholds set by other industry participants, it has decided
that it is appropriate to increase the Permitted Maximum to 45%. The Permitted
Maximum has been set at this level to ensure that there remains adequate
headroom for the Board to take appropriate action to maintain compliance with
applicable majority ownership requirements at all times in order to protect
its current and future Operating Rights.

A further announcement will be made should the new Permitted Maximum be
exceeded in future, and it is the Board's current expectation that, in such
circumstances, it will serve Affected Share Notices on those Non-UK Shares
which have caused the Permitted Maximum to be exceeded requiring their sale to
UK nationals.

The number of Non-UK Shares as a percentage of the Company's issued share
capital will be published from time to time at
www.jet2plc.com/investor_relations (http://www.jet2plc.com/investor_relations)
, where Frequently Asked Questions on this subject may also be found.

 

For further information, please contact:

 Jet2 plc                                    0113 239 7692

 Philip Meeson, Executive Chairman

 Gary Brown, Group Chief Financial Officer

 Cenkos Securities plc                       020 7397 8900

 Nominated Adviser

 Katy Birkin / Camilla Hume

 Canaccord Genuity                           020 7523 8000

 Joint Broker

 Adam James

 Jefferies International Limited             020 7029 8000

 Joint Broker

 Ed Matthews / Becky Lane

 Buchanan                                    020 7466 5000

 Financial PR

 Richard Oldworth

 

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