14 June 2013
('fastjet' or the 'Company')
Issue of Equity & £15m Equity Finance Facility
Further to the Company's announcement on 6th December 2012, fastjet (AIM:FJET) is pleased to announce that it has raised £1,127,000 via a draw down on its Equity Financing Facility ("EFF") with Darwin Strategic Limited ("Darwin"), a majority owned subsidiary of Henderson Global Investors Volantis Capital ("Henderson").
Under the terms of the EFF agreement the Company has raised gross proceeds of £1,127,000 by way of the issue of 98,000,000 shares to Darwin (the "EFF Shares"). The new EFF Shares have been issued at a price of 1.15p per share and rank pari passu in all respects with existing ordinary shares of 1p each in fastjet.
The Company is also pleased to announce that is has signed a new three year Equity Financing Facility ("New EFF") of up to £15m with Darwin. Terms of the New EFF can be found at the bottom of this announcement. The Company's original EFF dated 22nd November 2012, has now accordingly been cancelled.
Ed Winter, Chairman & Chief Executive Officer of fastjet, said: "We have very successfully used the EFF provided by Darwin and Henderson on a number of occasions and believe the facility is the best of its kind in the market. It offers us the flexibility to raise capital at our discretion in a highly efficient and cost effective manner allowing us to maximise value for our shareholders."
Application has been made to the London Stock Exchange for the 98,000,000 EFF Shares to be admitted to trading on AIM. It is expected that the admission will become effective and that trading in the EFF Shares will commence on 19 June 2013 ("Admission").
Following Admission, the Company's enlarged issued share capital will comprise of 2,608,563,414 ordinary shares with voting rights. This figure of 2,608,563,414 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
For further information, please contact:
fastjet Plc Tel: +44 (0) 20 3651 6355
W.H. Ireland Ltd. Tel: +44 (0) 20 7220 1666
Darwin Strategic Ltd. Tel +44 (0) 20 7491 6512
Citigate Dewe Rogerson Tel: +44 (0) 20 7638 9571
Equity Financing Facility
The subscription price for any Ordinary Shares to be subscribed by Darwin will be set with reference to the average of the three lowest Closing Bid Prices in the period following the issue of the subscription notice.
fastjet is able to specify in each subscription notice a minimum price below which Ordinary Shares will not be issued to Darwin. The Group will have the right (with the consent of Darwin) to modify that minimum price at any time during the relevant Pricing Period.
The number of Ordinary Shares which may be issued under any individual subscription notice may be up to the lower of 25 per cent of the Group's issued share capital following completion of the relevant subscription, or four times the average daily trading volume of fastjet's Ordinary Shares over the 15 trading days preceding the issue of the relevant subscription notice. This may be reduced in certain circumstances, including where the minimum price is not maintained.
The maximum amount of an individual subscription notice may not exceed £500,000 without Darwin's permission. Darwin is entitled to a commission of up to 5 per cent of amounts subscribed but may agree with fastjet in lieu thereof for the subscription price for the Ordinary Shares to be discounted by 5 per cent.
There is also an over-allotment facility available to fastjet, under which the Group may authorise Darwin, at Darwin's discretion, to increase the amount of the draw down by up to the aggregate undrawn amount under the EFF. Darwin may direct allotments under the EFF to its parent fund, Henderson Volantis.
Darwin and fastjet may mutually agree at the end of the pricing period to a variation of subscription price. This may allow for a larger subscription via any over-allotment facility authorised by the Group.
The issuance of a Subscription Notice is conditional upon the satisfaction of certain Subscription Notice Conditions which have been agreed between Darwin and fastjet. Any subscription notice which fastjet may issue will only be valid to the extent that it has the requisite shareholder authority to issue the maximum number of Ordinary Shares that Darwin may be required to subscribe under the relevant subscription notice.
Darwin and fastjet may terminate the EFF agreement if certain conditions are not met.
Posted on 14th June 2013