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
Publication of prospectus
9 September 2021
Further to the announcement by easyJet plc (the "Company") earlier today relating to a fully underwritten rights issue to raise gross proceeds of approximately £1.2 billion (the "Rights Issue") and a new committed $400 million four-year senior secured revolving credit facility, the Financial Conduct Authority ("FCA") and the Autorité des marchés financiers ("AMF") (the French financial regulator) have each approved a prospectus dated 9 September 2021 (the "UK Prospectus" and the "French Prospectus", respectively, and together the "Prospectuses") in connection with the Rights Issue and the Prospectuses have been published by the Company.
The French Prospectus has been approved by the AMF in its capacity as competent authority in the European Economic Area in accordance with the European Prospectus Regulation, and will be passported into the following countries within the European Economic Area: Germany, Italy and Spain.
The Prospectuses contain further details of the Rights Issue and are available on the Company's website, (https://corporate.easyjet.com/investors/rights-issue), subject to certain access restrictions. The French Prospectus will also be available on the website of the AMF (www.amf-france.org).
The French Prospectus has approval number 21-389.
A copy of the UK Prospectus has been submitted to the FCA's National Storage Mechanism.
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)
+44 (0)20 7595 2000
Greenhill (Joint Sponsor and Financial Adviser)
+44 (0)20 7198 7400
Credit Suisse (Joint Global Coordinator and Joint Corporate Broker)
Gillian Sheldon (Senior Advisor)
+44 (0) 20 7888 8888
Goldman Sachs (Joint Global Coordinator)
Eduard van Wyk
+44 (0) 20 7774 1000
Santander (Joint Bookrunner)
+34 692 206 356
Société Générale (Joint Bookrunner)
Emilie Jadat O'Shea
+33 1 42 13 44 97
+33 1 56 37 67 27
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
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. A copy of the Prospectuses will be available on the Company's website, provided that the Prospectuses will not, subject to certain exceptions, be available to certain shareholders in certain restricted or excluded territories. The Prospectuses will 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.