Result of Placing of New Ordinary Shares - 1 April 2015

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

1 April 2015

fastjet plc

("fastjet" or the “Company”)

Result of Placing of New Ordinary Shares

fastjet (AIM: FJET), Africa’s low cost airline, is pleased to announce that, following the launch of a proposed placing today, 1 April 2015, it has successfully placed 5,000,000,000 new ordinary shares (the Placing Shares) at a price of 1 pence per share (on a pre-consolidation basis) (the Placing Price) to new and existing institutional, other investors and fastjet management (the Placing). The Placing, raised gross proceeds of GBP 50 million (approximately USD 75 million) (the Placing Proceeds).

Net proceeds from the Placing will be deployed in two key areas – expansion working capital and the launch and growth of operations in Kenya, South Africa, Uganda, Zambia and Zimbabwe. fastjet will use funds raised in excess of that needed for its working capital requirements to commence an aircraft acquisition programme of used Airbus A319 aircraft.

The Placing was conducted, other than in relation to the Republic of South Africa and the Placing Shares to be subscribed for by Sir Stelios Haji-Ioannou through easyGroup Holdings, by way of an accelerated book-building process. Liberum Capital Limited (Liberum) acted as global co-ordinator (the Global Co-ordinator) and Liberum and WH Ireland Limited (WH Ireland) acted as joint bookrunners (the Joint Bookrunners) on the Placing. In relation to the Republic of South Africa, Sanlam Securities UK Limited (Sanlam) acted as broker on the Placing.

The Placing Price represents a discount of approximately 14.89 per cent to the closing middle market price of 1.175 pence per Ordinary Share on 31 March 2015, being the last business day prior to the announcement of the Placing. The Placing is conditional, inter alia, on the approval of shareholders in a general meeting of the Company to be held on 20 April 2015 and admission of the Placing Shares to trading on the AIM market of the London Stock Exchange plc (AIM) (Admission).

Ed Winter, Chief Executive Officer of fastjet, said:

“I am delighted with the success of our Placing and with the positive reaction of investors. While our low cost airline model is already well established and highly regarded in Tanzania, this fundraising is a transformative step towards achieving fastjet’s goal of building Africa’s most successful pan-continental low-cost airline.

“We will now be able to significantly expand our fleet and customer base, grow our operations organically, add new international routes and expand the fastjet model in Kenya, South Africa, Uganda, Zambia and Zimbabwe. In doing so, we look forward to bringing our safe, reliable, low cost flights to up to 210 million potential customers, 20% of Africa’s population, and to creating a new market for aviation.

“We have also announced today a proposed share consolidation which we expect to be a positive development for investors, reducing share price volatility. To allow me to fully focus on the growth of the business, I am pleased to say that Clive Carver has taken over as interim non-executive Chairman.”

The fastjet fleet is expected to grow using a mix of aircraft ownership models and by the end of 2018, it is anticipated that approximately one a third of the fleet will be leased, a third equity financed, and a further third debt financed.

fastjet believes that a range of benefits will accrue from bringing purchased aircraft into the fleet, specifically balance sheet enhancement, cash flow reduction and the deferral of maintenance deposits.

fastjet will also use the proceeds of today’s placing to expand its existing operations and expects to further increase the frequency of flights on all its current routes, linking domestic destinations with routes such as Mwanza to Kilimanjaro, and add more international destinations such as Nairobi, Lilongwe, Mombasa and Lubumbashi to the Tanzanian network. A further opportunity includes the operation of 5th freedom flights through Entebbe, where Air Uganda has ceased operations and left a void in air connectivity.

Ed Winter added: “In the past two years, we have established very strong foundations in Africa and demonstrated we can manage our way through challenging regulatory restrictions, operate to a high standard of reliability and operational performance, build an award-winning and relevant brand, establish and grow effective distribution channels and trade profitably.”

Expected timetable of principal events

Event

2015

Despatch of shareholder circular and proxy forms

2 April

Latest date and time for receipt of forms of proxy for the GM

18 April

General Meeting

9 am on 20 April

Record date

5 pm on 20 April

Announcement of results of the GM

20 April

Admission effective and dealings in the New Ordinary Shares (created pursuant to the consolidation) to commence on AIM

8 am on 21 April

Admission effective and dealings in the Placing Shares to commence on AIM

8 am on 22 April

CREST stock accounts to be credited with New Ordinary Shares

21 April

CREST stock accounts to be credited with Placing Shares

22 April

Despatch of share certificates in respect of New Ordinary Shares

By 4 May

Despatch of share certificates in respect of New Ordinary Shares and Placing Shares

By 5 May

 

ends

For more information, contact:

Liberum Capital Limited – Joint Bookrunner

Clayton Bush

Christopher Britton

Tel: +44 (0)203 100 2222

WH Ireland Limited – Joint Bookrunner

Harry Ansell

Tel: +44 (0) 207 220 1670

Jasper Berry

Tel: +44 (0) 207 220 1690

WH Ireland Limited (NOMAD)

James Joyce
Mark Leonard

Tel: +44 (0) 207 220 1666

Sanlam Securities UK Limited

Simon Clements

Ken Williams

Tel: +44 (0) 207 628 2200

UK media - Citigate Dewe Rogerson

Angharad Couch

Toby Moore

Nick Hayns

Tel: +44 (0) 20 7638 9571

South African media - Tribeca Public Relation

Cian Mac Eochaidh

Kelly Webster

Tel: +27 (0) 11 208 5500

 

NOTES TO EDITORS

fastjet Plc is the holding company of fastjet Airlines Limited (Tanzania), a low-cost airline which operates flights under the fastjet brand in Tanzania using a fleet of three Airbus A319 aircraft. By adhering to international standards of safety, security, quality and reliability, fastjet has brought a new flying experience to the African market at low prices. fastjet’s long-term strategy is to become the continents’ most successful pan-African low-cost airline. fastjet Plc is also the holding company of Fly540 Ghana and Fly540 Angola.

fastjet plc is quoted on the London Stock Exchange's AIM market.

For more information see www.fastjet.com.

Details of the Placing:

The Placing was conducted, other than in relation to the Republic of South Africa and the Placing Shares to be subscribed for by Sir Stelios Haji-Ioannou through easyGroup Holdings, by way of an Accelerated Book-Building process led by Liberum Capital Limited acting as Global Co-Ordinator and Liberum Capital Limited and WH Ireland Limited as Joint Bookrunners. In relation to the Republic of South Africa, Sanlam Securities UK Limited acted as broker for the Company to the South Africa market.

The Company has obtained firm commitment from investors to raise approximately GBP 50 million (approximately USD 75 million) before expenses through the placing of 5,000,000,000 Placing Shares at 1 pence per share to the Placees. The allotment of the Placing Shares is conditional, inter alia, on the approval of shareholders in a general meeting of the Company expected to take place on 20 April 2015 and on Admission taking place by 22 April 2015 or such later date as the Company and the Joint Bookrunners shall agree (being not later than 5pm on 15 May 2015). Following Admission, the Placing Shares will represent approximately 75.28% per cent of the Company's then enlarged issued ordinary share capital. The Placing Shares will be fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.

The Placing Shares have been conditionally placed by each of Liberum, WH Ireland and Sanlam as agents of the Company, with institutional investors, pursuant to the Placing Agreement dated 1 April 2015. Under the terms of the Placing Agreement, each of Liberum, WH Ireland and Sanlam will receive commission from the Company conditional on Admission and the Company will give customary warranties and undertakings to each of them in relation, inter alia, to its business and the performance of its duties. In addition, the Company has agreed to indemnify each of Liberum, WH Ireland and Sanlam in relation to certain liabilities that they may incur in undertaking the Placing. Liberum and WH Ireland have the right (but after, where practicable, having consulted the Company) to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event that there has been, inter alia, a material breach of any of the warranties. The Placing is not being underwritten.

Unless otherwise defined herein, terms are as defined in the announcement made earlier today.

Application will be made for the Placing Shares to be admitted to trading on AIM.

Director Participation

Name

Position

Placing funds

Placing shares

Ed Winter

Chief Executive Officer

£130,000

13,000,000

Krista Bates

General Counsel

£25,000

2,500,000

Nick Caine

Chief Financial Officer

£25,000

2,500,000

Richard Bodin

Chief Commercial Officer

£20,000

2,000,000

 

Key Statistics

Number of Existing Ordinary Shares

1,642,209,696

Number of Placing Shares to be issued

5,000,000,000

Share Capital as enlarged by the Placing (pre consolidation)

6,642,209,696

Percentage of Enlarged Share Capital represented by the Placing Shares

75.28%

Placing Price

1p

Gross Proceeds of the Placing

GBP 50 million (c. USD 75 million)

 

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and none of the Company, Liberum Capital Limited, WH Ireland Limited or Sanlam Securities UK Limited assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

Past performance is not a guide to future performance.

The material in this Announcement is for informational purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE PLACING SHARES ARE ONLY AVAILABLE TO RELEVANT PERSONS. NEITHER THE ANNOUNCEMENT NOR THESE TERMS AND CONDITIONS MAY BE ACTED UPON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY RECIPIENT OF THIS ANNOUNCEMENT WHO IS NOT A RELEVANT PERSON SHOULD TAKE NO OTHER ACTION.

Each of Liberum Capital Limited, WH Ireland Limited and Sanlam Securities UK Limited, which are authorised and regulated by the Financial Conduct Authority, are acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Placing.

The distribution of this Announcement and the Placing in certain jurisdictions may be restricted by law. No action has been taken by the Company, Liberum Capital Limited, WH Ireland Limited or Sanlam Securities UK Limited or by any of their respective affiliates or agents or brokers that would permit the Placing or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement becomes available are required by the Company, Liberum Capital Limited, WH Ireland Limited and Sanlam Securities UK Limited to inform themselves about, and to observe, such restrictions.

Neither the content of websites referred to in this Announcement, nor any hyperlinks on such websites is incorporated in, or forms part of, this Announcement.

Posted on 1st April 2015