Re-Admission and Acquisition - 13 June 2012

Rubicon Diversified Investments Plc

Proposed acquisition of Lonrho Aviation (BVI) Limited

Proposed acquisition of a further 49.98 per cent. economic interest in Five Forty Aviation Limited

Proposed approval of a waiver of the obligations under Rule 9 of the City Code

Notice of General Meeting

Admission to trading on AIM

Rubicon Diversified Investments Plc ("Rubicon" or the "Company"; AIM: RUBI) announces the publication of its Admission Document relating to the proposed acquisitions of Lonrho Plc’s (“Lonrho”) aviation division and an additional interest in Five Forty Aviation Ltd., and the resumption of trading of its shares on the AIM Market of the London Stock Exchange.  

Transaction highlights:

  • Rubicon shares resume trading today
  • Acquisition of Lonrho’s aviation division for $85.7million
  • Acquisition of an additional interest in Five Forty Aviation Ltd.
  • New ordinary shares issued by Rubicon as consideration  at a price of 4.8p per share
  • Sir Stelios Haji-Ioannou’s easyGroup to receive Rubicon shares under brand licensing agreement as previously announced on 9 May 2012
  • Lonrho to retain a 73.7 per cent. interest in Rubicon following issue of shares to easyGroup.
  • easyGroup has the right to nominate two directors to the Board of Rubicon  

The Acquisition is a reverse takeover under the AIM Rules for which shareholder approval is sought at a general meeting to be held on 29 June 2012.

Commenting on the acquisition, Robert Burnham, Chairman of Rubicon said:

“We are delighted to be announcing the acquisition of Lonrho Aviation’s Fly540 business with its unique platform of hubs, fly rights and growing passenger revenue base. The combined talents of Rubicon’s management team and our partners from Lonrho and Sir Stelios’ easyGroup will transform Fly540, already a growing and successful business, into Fastjet, a low cost, point-to-point, no frills all jet airline for Africa.”

Ed Winter, consultant to Rubicon and intended Chief Executive Officer of Rubicon following Completion said:

 “The African aviation market is significantly under-served and there are major opportunities for growth in the aviation industry across Africa where current offerings are, with a few exceptions, sub-standard compared to international norms.  With rising GDP and consumer spending, and changing demographics, Africa is ripe for a democratisation of air travel.  We plan to achieve that through the launch of Fastjet, the first true pan-African low cost airline operating to European standards of safety security and quality.” 

Key Points

  • Lonrho has built its Fly540 branded aviation division over the past six years into a growing African airline with operations in Kenya, Tanzania, Angola and Ghana, all of which are growing economies with significant oil and gas and mineral wealth.
  • With the establishment of those four bases the Lonrho aviation division represents a strong platform for developing a pan-African low-cost airline.  Rubicon will, through its association with easyGroup as announced on 9 May 2012, look to bring on board a highly-experienced aviation management team to take advantage of that opportunity.
  • Following Completion it is intended that Ed Winter, former CEO of low-cost airline Go and former COO of easyJet, will become Chief Executive Officer of Rubicon and join the Board as one of easyGroup’s nominated directors.
  • The African air travel market is significantly under-developed with limited competition in many markets.  The Directors believe this is an excellent time for developing an airline business in Africa, a large continent with limited road and rail infrastructure and often difficult topography but with populations which are experiencing  rising disposable income and increasing demand for regional and intercontinental travel.
  • The combination of Lonrho Aviation’s existing platform, Sir Stelios Haji-Ioannou and easyGroup’s aviation expertise and Lonrho’s knowledge of the African business environment offers a strong base for the development of Fastjet, the planned low-cost airline for Africa operating to European standards of safety and quality.
  • Plans for the launch of “Fastjet” are underway but not yet finalised and the introduction of an appropriate fleet of modern jet aircraft may require the raising of additional funding.

 

SHARE CAPITAL STATISTICS

 

Number of Existing Ordinary Shares

300,269,919

Number od Consideration Shares

1,150,537,455

Number of 30 Vendor Consideration Shares

38,499,445

Number of Ordinary Shares in issue on Admission (1)

1,311,830,135

Lonrho's percentage intrest in the Ordinary Shares In issue on

74.9%

Admission (2)

 

Number of easyGroup Licence Shares (3)

83,985,849

Lonrho's Percentage interest in the Ordinary shares in issue following

73.7%

the issue of that easyGroup License Shares (4)

 

Number of Outstanding warrants and options on Admission (5)

106,358,671

Number of Ordinary Shares under option to easyGroup under Brand

186,635,221

License (6)

 

 

  1. On the assumption that no warrants or options are exercised between the date of this announcement and Admission, this will be the aggregate of the Existing Ordinary Shares, the Tranche A Consideration Shares and the 530 Vendor Consideration Shares. The Consideration Shares are to be issued in two tranches, Tranche A Consideration Shares and Tranche B Consideration Shares, so that at no time will Lonrho hold in excess of 75% of the issued share capital of the Company in accordance with the Controlling Shareholder Agreement. The Tranche B Consideration Shares will be issued immediately following the issue of the easyGroup Licence Shares. Tranche A Consideration Shares amount to 973,060,771 Ordinary Shares and the Tranche B Consideration Shares amount to 177,476,684 Ordinary Shares.
  2. On Admission, Lonrho will hold its existing interest of 9,500,000 Ordinary Shares and the Tranche A Consideration Shares.
  3. This is calculated on the assumption that, except for the Consideration Shares and the 530 Vendor Consideration Shares, no Ordinary Shares are issued prior to the issue of the easyGroup Licence Shares and no options or warrants are issued by the Company prior to Admission other than those described in the Admission Document.
  4. On issue of the easyGroup Licence Shares, Lonrho will hold its existing interest of 9,500,000 Ordinary Shares and the Consideration Shares and the Enlarged Issued Share Capital will comprise 1,573,292,668 Ordinary Shares.
  5. This is calculated on the assumption that no options or warrants are issued by the Company prior to Admission other than those described in the Admission Document.
  6. This is calculated on the assumption that, except for the Consideration Shares and the 530 Vendor Consideration Shares, no Ordinary Shares are issued prior to the issue of the easyGroup Licence Shares and no options or warrants are issued by the Company prior to Admission other than those described in the Admission Document.


 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Despatch and date of the Admission Document

13-Jun-12

Latest time and date for receipt of the completed Forms of

2.00p.m. on 27 June 2012

Proxy to be valid at the General Meeting

 

General Meeting

2.00p.m. on 29 June 2012

Completion of the Acqusitions, Admission and

8.00a.m. on 2 July 2012

commencement of dealings on AIM in the Enlarged Issued

 

Share Capital on Admission

 

 

 

All references to times in this announcement are to UK time unless otherwise stated.

Each of the times and dates above is subject to change. Any such change, including any consequential change in the Share Capital Statistics, will be notified to Shareholders by an announcement on a Regulatory Information Service.

  13 June 2012   A copy of the Admission Document is being sent to shareholders today together with the notice of general meeting. Details of the proposed Acquisitions and other proposals are set out below.  Further details are set out in the Admission Document which is available together with the notice of general meeting from the Company's website: www.rubicondiv.co.uk

For further information please contact :  

Rubicon Diversified Investments Plc          

Tel: 0207 887 1421

Rob Burnham

 

Citigate Dewe Rogerson                       

Tel: 0207 638 9571

Sally Marshak / Angharad Couch

 

W.H. Ireland Ltd.                            

Tel: 0207 220 1666

James Joyce/Nick Field

 

Introduction

On 18 November 2011, the Company announced its intention to adopt a new investing policy. The Company aimed to seek an acquisition or acquisitions in the global aviation services sector with a particular focus on Africa.

The Board has now identified a potential acquisition which fulfils its investment criteria.

On 23 February 2012, the Company announced that it was in discussions to acquire ‘Fly540’, an aviation business operating in Africa, from Lonrho which would constitute a reverse takeover under the AIM Rules. Trading in the Existing Ordinary Shares was suspended on 23 February 2012 until the Company could enter into a binding agreement and publish an admission document for the Enlarged Group.

The Company has today announced that it has entered into the Acquisition Agreement conditional, amongst other things, on Shareholder approval, to acquire the entire issued share capital of Lonrho Aviation, the holding company representing Lonrho’s interest in a pan-African airline business operating under the ‘Fly540’ brand. The consideration will be satisfied by the issue to Lonrho, or such entity as it directs, of the Consideration Shares at a price of 4.8 pence per Ordinary Share. As part of the Acquisition Agreement, any debt outstanding at Admission from the Lonrho Aviation Group to the Retained Lonrho Group which has not been capitalised as part of the Acquisition will be assigned by the Retained Lonrho Group to Rubicon with the effect that after Admission, no sums will be owed by the Lonrho Aviation Group to the Retained Lonrho Group. The debt owed to the Retained Lonrho Group that has been capitalised on 12 June 2012 amounts to US$45.0 million. Further details of the terms and conditions of the Acquisition are set out below under the heading “Principal terms of the Acquisitions”. Rubicon will separately acquire for consideration comprising US$2.25 million in cash and the 530 Vendor Consideration Shares, a 49 per cent. legal and economic interest and a further 49 per cent. economic interest in 530 Investments, which owns 51 per cent. of Fly540 Kenya conditional on, inter alia, Admission.  When combined with Lonrho Aviation’s 49 per cent. interest in Fly540 Kenya, this will result in a 99 per cent. economic interest in Fly540 Kenya owned by the Enlarged Group.

As a result of the Acquisitions, on Admission the Company will have the following economic interests:

  • Fly 540 Kenya – 99 per cent.
  • Fly 540 Ghana – 92.5 per cent.
  • Fly 540 Tanzania – 90 per cent.
  • Fly 540 Angola – 60 per cent.

The Acquisitions will result in a fundamental change in the Company’s business and will constitute a reverse takeover under the AIM Rules. As such, the Company is seeking Shareholder approval for the Acquisitions at the General Meeting.

The purpose of this letter is to give you further information regarding the matters described above and to seek your approval of the Proposals, which include the Waiver, at the General Meeting. The Notice is set out at the end of the Admission Document.

Following completion of the Acquisitions, on Admission the Lonrho Concert Party will have an aggregate holding of 1,021,060,216 Ordinary Shares, representing 77.8 per cent. of the issued ordinary share capital of the Company and, following the issue of the easyGroup Licence Shares, the Lonrho Concert Party will have an aggregate holding of 1,198,536,900 representing 76.2 per cent. of the issued ordinary share capital of the Company. Following Admission and the implementation of the Proposals, the Lonrho Concert Party will hold in excess of 30 per cent. of the Enlarged Issued Share Capital and would normally incur an obligation, under Rule 9 of the City Code, to make a general offer to the other Shareholders to acquire their shares. However, subject to the approval of the Independent Shareholders of the Acquisitions on a poll at the General Meeting, the Panel has agreed to waive this obligation. An explanation of the provisions and impact of the City Code in relation to the Lonrho Concert Party is set out in the paragraph entitled “the City Code” below.

The Proposals are conditional, inter alia, on the passing of the Resolutions and Admission. If the Resolutions are approved by the Shareholders, it is expected that Admission will become effective and dealings in the Enlarged Issued Share Capital on Admission will commence on AIM on or around 2 July 2012.

Reasons for the Acquisitions

The aviation sector in Africa is significantly under-served. Air travel spending as a percentage of GDP is a fraction of that of other emerging markets and the current offering is considered by the Directors to be sub-standard relative to what they consider to be international norms in relation to safety, pricing, punctuality, service and route access. Rubicon identified that Lonrho Aviation had developed a significant route network based around three main hubs located in Kenya, Angola and Ghana. The Lonrho Aviation operation is branded “Fly540”. Lonrho Aviation’s intention is to offer an on-time, reliable and professional passenger air service from its three regional hubs. Although not a low cost carrier, the Directors believe that the Lonrho Aviation Group has brought competitive pricing to its routes and has successfully built a platform that a low cost carrier could use to enter the African marketplace.

The Directors believe that the Acquisitions present an attractive opportunity for the Company to achieve its investing policy and that there is considerable potential for the further development of the Lonrho Aviation Group and “Fly540” in the African air travel market.

The Board believes that the Enlarged Group will have significant growth opportunities as a result of combining the Company’s public listing, financial resources and experienced management team with the Lonrho Aviation Group’s existing aviation business. In addition, the Board believes that the Company’s growth prospects could be further enhanced by its relationship with easyGroup.

Information on the Lonrho Aviation Group

The Lonrho Aviation Group operates, through local subsidiaries, scheduled airline services under the ‘Fly540’ brand serving destinations across Africa from three regional hubs in Kenya in East Africa, Angola in South-West Africa and Ghana in West Africa. Lonrho Aviation operates as a subsidiary of Lonrho, a diversified trading group with interests throughout Africa.

Turnover in the 15 months ended 31 December 2011 was US$57.0 million and passenger numbers totalled 525,375, compared with US$33.6 million and 239,235 passengers for the year ended 30 September 2010.

Lonrho first became interested in regional air travel in Africa when, in October 2006 it subscribed for 49 per cent. of the issued share capital of Fly540 Kenya for a cash consideration of US$1.5 million. Fly540 Kenya commenced operations in Kenya in November 2006 on its inaugural route, Nairobi to Kisumu. Operations in Angola began from Cabinda, the second hub airport, in January 2011. Ghanaian services began from Accra, the third regional hub, in December 2011, with one aircraft servicing routes between Accra, Tamale, Takoradi and Kumasi.

Lonrho Aviation’s Ugandan operation was discontinued in December 2011, and the local Ugandan company does not form part of the Acquisition, having been disposed of by Lonrho Aviation on 1 June 2012.

Principal terms of the Acquisitions

On the date of this announcement, Rubicon entered into the Acquisition Agreement pursuant to which it has conditionally agreed to acquire the entire issued share capital of Lonrho Aviation. The consideration will be satisfied by the issue of the Consideration Shares. The Tranche A Consideration Shares will be issued on Admission and the Tranche B Consideration Shares will be issued when the easyGroup Licence Shares are issued.

Rubicon has further entered into an agreement, the 530 Acquisition Agreement, under which it will conditionally acquire a 49 per cent. legal and economic interest and a 49 per cent. economic interest in 530 Investments, which owns 51 per cent. of Fly540 Kenya, for the issue of the 530 Vendor Consideration Shares and US$2.25 million cash. When combined with Lonrho Aviation’s 49 per cent. interest in Fly540 Kenya, this will result in the Enlarged Group owning a 99 per cent. economic interest in Fly 540 Kenya.

The Acquisition Agreement contains warranties from the Vendor in relation to the business, assets and affairs of Lonrho Aviation and certain indemnities from the Vendor. The 530 Acquisition Agreement contains warranties from the 530 Vendor in relation to the business, assets and affairs of 530 Investments. Further details of both agreements are set out in paragraphs 9.1.1 and 9.1.2 of Part VII of the Admission Document.

The Acquisition is conditional upon, inter alia:

  1. the approval by the Shareholders of the Resolutions proposed at the General Meeting convened for 29 June 2012; and
  2. Admission having occurred not later than 6.00 p.m. on 31 July 2012 (or such later time and/or date as the Company and Vendor may determine.

The 530 Acquisition is conditional upon, inter alia:

  1. the completion of the Acquisition;
  2. the approval by the Shareholders of the Resolutions proposed at the General Meeting convened for 29 June 2012; and
  3. Admission.

Management share options

In connection with Admission, each of Robert Burnham, Richard Blakesley, David Lenigas and Geoffrey White are to be issued with options over 20,000,000 Ordinary Shares at 5 pence per Ordinary Share. The Director Options are subject to approval at the General Meeting and are conditional on Admission and are subject to performance conditions.  Further details of these are set out in Part VII of the Admission Document.

Reverse Takeover The acquisition of Lonrho Aviation will constitute a reverse takeover under the AIM Rules. Accordingly, completion of the Acquisition is conditional upon, inter alia, the publication of an admission document for the Enlarged Group and approval of these and other matters by Shareholders, which is being sought at the General Meeting, notice of which is set out in the Admission Document.  

General Meeting

As the Proposals constitute a reverse takeover for the purposes of the AIM Rules, they require the consent of the Shareholders in a General Meeting. A General Meeting, notice of which is set out at the end of the Admission Document, has been convened for 2.00 p.m. on 29 June 2012 at the offices of Thomas Eggar LLP, 76 Shoe Lane, London EC4A 3JB for the purpose of considering and, if thought fit, passing the following resolutions:

Ordinary resolutions to:

  1. approve, for the purposes of Rule 14 of the AIM Rules, the Acquisitions by the Independent Shareholders;
  2. approve the Waiver by the Independent Shareholders;
  3. authorise the Directors to allot relevant securities under Section 551 of the Act;
  4. approve the grant of the Director Options by the Independent Shareholders; and

Special resolution to:

  1. disapply statutory pre-emption rights.

To be passed, Resolutions 1 to 4 require a majority of more than 50 per cent., and Resolution 5 will require a majority of not less than 75 per cent., of the Shareholders voting in person or by proxy in favour of each Resolution.

All the Resolutions will be conducted on a poll and, in addition, in accordance with the requirements of the Code, Resolution 2 shall be taken on a poll of the Independent Shareholders.

City Code on Takeovers and Mergers & Rule 9 Waiver

The issue of the Consideration Shares and the 530 Vendor Consideration Shares to the Lonrho Concert Party gives rise to certain considerations under the Code. Brief details of these as well as of the Panel, the Code and the protections they afford to Shareholders are described in the Chairman’s letter contained in the Admission Document.

The Panel has agreed, however, subject to Resolution 2 being passed on a poll by the Independent Shareholders at the General Meeting, to waive the obligations on the Lonrho Concert Party under Rule 9 to make a general offer for the entire share capital of the Company, which would otherwise arise as a result of the Proposals. Accordingly, approval of the Independent Shareholders (on a poll) to the Waiver is sought in Resolution 2.


 

Related Party Transactions, Section 190 of the 2006 Act

The acquisition of Lonrho Aviation from Lonrho represents a related party transaction for Rubicon under the AIM Rules by virtue of Lonrho’s past substantial shareholding in the Company. The Independent Directors consider, having consulted with the Company’s nominated adviser, WH Ireland, that the terms of the Acquisition are fair and reasonable insofar as the Company’s shareholders are concerned.

The grant of the Director Options represents a related party transaction for Rubicon under the AIM Rules. As all of the Directors will receive the Director Options there are no independent directors to make the fair and reasonable statement required under the AIM Rules. WH Ireland considers the proposed grant of the Director Options to be fair and reasonable so far as the Company’s shareholders are concerned. The Independent Shareholders will be asked to vote on the grant of the Director Options.

Admission and dealings

Application will be made to the London Stock Exchange for the Enlarged Issued Share Capital on Admission to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Issued Share Capital on Admission will commence on 2 July 2012.

Action to be taken

A Form of Proxy is enclosed with the Admission Document for the use by Shareholders in connection with the General Meeting. Whether or not they intend to be present at the General Meeting, Shareholders are asked to complete, sign and return the Form of Proxy in accordance with the instructions printed thereon. To be valid, completed Forms of Proxy must be received by the Company’s Registrars, Neville Registrars Limited, as soon as possible and in any event so as to arrive not later than 2.00 p.m. on 27 June 2012, being 48 hours before the time appointed for the holding of the General Meeting. The completion and return of the Form of Proxy will not preclude Shareholders from attending the General Meeting, and voting in person should they wish to do so. Accordingly, whether or not Shareholders intend to attend the General Meeting they are urged to complete and return the Form of Proxy to the Company’s Registrars as soon as possible.

Recommendation and Directors Intentions

David Lenigas and Geoffrey White are directors of Lonrho and Lonrho Aviation and, as a result, have a conflict of interest for the purpose of Rule 25.2 (Note 4) of the City Code and therefore have taken no part in the deliberations of the Board and have been excluded from the recommendation of the Board.

The Independent Directors consider, having been so advised by WH Ireland, the terms of the Acquisitions to be fair and reasonable so far as the Company and its Shareholders as a whole are concerned, and therefore unanimously recommend that the Shareholders vote in favour of the Resolutions (save for Resolutions 1, 2 and 4, upon which only the Independent Shareholders are permitted to vote).  The Independent Directors have irrevocably undertaken to vote in favour of the Resolutions in respect of their holdings of 13,023,097 Existing Ordinary Shares in aggregate, representing approximately 4.3 per cent. of the Existing Ordinary Shares.

Definitions

Defined terms used in this announcement have the meanings defined in the Admission Document.  The Admission Document is available at www.rubicondiv.co.uk

Posted on 13th June 2012