THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR REPUBLIC OF SOUTH AFRICA OR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.
("fastjet", the "Company" or the "Group")
5 January 2017
PROPOSED PLACING TO RAISE GROSS PROCEEDS OF NOT LESS THAN US$28.8m
AGREEMENT WITH SOLENTA AVIATION HOLDINGS LIMITED FOR EQUITY OF US$19.2M
TRANSACTIONS INCREASE EQUITY BY AT LEAST US$48M
Nico Bezuidenhout, Interim Chairman and CEO, commented:
“Our agreement with Solenta represents a good operational and strategic fit. It provides fastjet with access to fleet and related services which, together with the funds raised through our proposed Placing, will allow us to successfully implement the final stages of our Stabilisation Plan. We have made good progress with the Plan and the near-term priority continues to be to fully stabilise the business and to reach cash flow break even by the fourth quarter of this year. As well as helping us to achieve this objective, the fundraising and Solenta Agreement will also provide the platform from which to flexibly and cost-effectively pursue fastjet’s medium to long-term objective of becoming the first truly pan-African low-cost airline.”
This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation.
Expected timetable of principal events
Circular sent to Shareholders convening the General meeting
6 January 2016
Latest time and date for receipt of Forms of Proxy for the General Meeting
10.00 a.m. on 19 January 2017
Date and time of General Meeting
10.00 a.m. on 23 January 2017
Admission and commencement of dealings in the Consideration Shares and Placing Shares
8.00 a.m. on 24 January 2017
CREST accounts credited with New Shares
24 January 2017
Completion of the Solenta Agreement
24 January 2017
The times and dates set out in the table above and mentioned throughout this announcement are indicative only and may be adjusted by the Company (in consultation with Liberum Capital Limited) with any amendments to the expected timings announced via a regulatory information service.
For more information, contact:
Nico Bezuidenout, Chief Executive and Acting Chairman
Lisa Mitchell, Chief Financial Officer
Tel: +44 (0) 20 3651 6307
UK media - Citigate Dewe Rogerson
Tel: +44 (0) 20 7638 9571
For investor enquiries please contact:
Liberum Capital Limited - Nominated Adviser and Broker
Tel: +44 (0) 20 3100 2222
NOTES TO EDITORS
About Fastjet Plc
fastjet Plc is the holding company of the low cost airline fastjet which commenced flights under the fastjet brand in Tanzania in November 2012. By adhering to international standards of safety, quality, security and reliability; fastjet has brought a new flying experience to the African market at unprecedented low prices. Utilising a fleet of modern jet aircraft, fastjet has a long term strategy to implement the low-cost carrier model across Africa to become the continent's first low-cost, pan-Africa airline.
The results of the second quarter 2016 customer satisfaction surveys showed that an average of 73% of customers were likely to recommend fastjet to a friend. In developing its strong brand and identity, fastjet has won and been nominated for a number of awards, including Africa's Leading Low-Cost Airline 2016 at the 23rd World Travel Awards, winning three Transform awards for the rebrand and launch of fastjet, the award for "Brand Strategy of the Year" at 2014's Drum Marketing Awards in London, and the Transport Innovator Award at the 8th Transport Africa Awards 2015 in Johannesburg.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authority (the FCA), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum Capital Limited or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Liberum, Capital Limited which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum Capital Limited that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Liberum Capital Limited to inform themselves about, and to observe such restrictions.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.
The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.
Neither the content 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.
The GBP/USD exchange used in respect of the Placing and Solenta Agreement is 1.2317.
AGREEMENT WITH SOLENTA AVIATION HOLDINGS LIMITED
PROPOSED PLACING TO RAISE GROSS PROCEEDS OF NOT LESS THAN US$28.8m
fastjet, the low cost African airline, is pleased to announce that it has entered in to a conditional agreement with Solenta Aviation Holdings Limited, a specialist African aviation aircraft operator and aircraft services group based in Johannesburg, South Africa (“Solenta”) for the provision and operation of three wet-leased aircraft and the supply of other services over the next five years (the “Solenta Agreement”). In conjunction with this, the Company is pleased to announce a proposed placing, to be conducted by way of an accelerated book build (“Accelerated Book Build”) process, to raise gross proceeds of not less than US$28.8 million through the issue of new ordinary shares (the "Placing") at 16.3 pence per new ordinary share (the "Issue Price").
Solenta is the holding company of a specialised African commercial aviation group based in Johannesburg, South Africa. The Solenta group has been in operation since 2000 and provides a variety of aviation related services on the African continent including:
Solenta has a fleet of 49 aircraft which it operates under AOCs in Algeria, Cote d’Ivoire, Gabon, Mozambique, and South Africa with strategic alliances or AOCs pending in Democratic Republic of Congo, Nigeria, Kenya, Mali, Senegal and Guinea. Solenta is a South African Civil Aviation Authority approved Aviation Training Organisation and Aircraft Maintenance Organisation. Major existing customers include DHL, Worldwide Express, United Nations World Food Program, ICRC Red Cross, all major oil and gas companies, including BP, Shell, Total, TFT, Japan Gas, AGIP, Anadarko and ENI, and Fedair Airlines. Solenta has been consistently profitable for the last several years.
The Solenta Agreement
The Solenta Agreement provides fastjet with access to aircraft capacity and related maintenance, crew and insurance services (“ACMI”) through leases on ordinary trading terms over the next five years at a pre-agreed hourly rate. In addition, fastjet will have the right, subject to approval by the relevant authorities, to operate the Solenta wet-leased aircraft, and any existing or future fastjet aircraft, using any of the Solenta group’s Air Operator Certificates (“AOCs”) on the African continent under the fastjet brand. Furthermore, fastjet has an option to acquire an equity stake in one of Solenta’s current or future AOCs on terms to be agreed and subject to any relevant regulatory restrictions.
Under the terms of the agreement, Solenta has agreed to recognise US$19.2 million of the aggregate total expected cost of the three, five year wet-leases as being satisfied immediately on completion through the issue of 95,633,199 new ordinary shares in the Company at the Issue Price (the “Consideration Shares”). Solenta will be paid the balance of the payments due under the wet-leases (including any adjustments) monthly, in cash, as the services are consumed by fastjet in the ordinary course over the term of the agreement. To give effect to the above, fastjet has conditionally agreed (pursuant to the Solenta Agreement) to acquire, for the Consideration Shares, the entire issued share capital of Aircraft and Services Limited, an SPV currently held within the Solenta group, which will have the right to enter into the wet-leases and to receive discounts to the value of US$19.2 million on the future cost of those and/or other services provided by Solenta. The Solenta Agreement is conditional upon, inter alia, the co-terminus completion of the Placing, which is itself subject to approval by shareholders in a General Meeting of the Company ("General Meeting"), and admission of the Consideration Shares and the new ordinary shares issued pursuant to the Placing (the “Placing Shares” and, together with the Consideration Shares, the “New Shares”) to trading on AIM ("Admission").
On Admission, it is expected that Solenta will become a c.28% shareholder in the Company. Solenta’s Consideration Shares will be subject to certain lock-up and security provisions, as summarised below, to ensure fastjet’s position is protected should Solenta be unable to deliver the services as agreed. In addition, it has been agreed that Solenta will enter into a relationship agreement with fastjet to ensure all transactions and arrangements between the parties remain on an arms-length basis and subject to normal commercial terms.
Further information on Solenta and the Solenta Agreement is set out below.
In conjunction with the Solenta Agreement, the Company is conducting the proposed Placing to provide fastjet with what the Board believes are the funds necessary to complete the Stabilisation Plan and reach cash flow break even by Q4 2017. In addition the funds raised will provide the Company with further working capital to pursue new strategic and growth opportunities, in particular expansion of the Company into the South African market.
The Placing is conditional upon, inter alia, the approval by shareholders at the General Meeting of the Authorising Resolution (as defined below) and Admission occurring.
The Company will shortly be publishing a circular (the "Circular") in connection with the Placing and will be convening the General Meeting to approve certain matters necessary to implement the Placing (the "Authorising Resolution").
If Shareholder approval of the Authorising Resolution is not passed, the Placing will not proceed and the Group is at the risk of not being able to continue trading as a going concern. If the Placing does not proceed and complete, and in the absence of the Group being able to successfully agree or implement any alternative funding, the Directors would seek to commence a process of placing the Group into administration. Under such circumstances, Shareholders could lose all or a substantial amount of the value of their investment in the Group. Accordingly, the Directors believe that the successful completion of the Placing represents the best option available to the Group.
The Company has entered into a placing agreement (the "Placing Agreement") with Liberum Capital Limited (“Liberum”) on customary terms and conditions pursuant to which Liberum has conditionally agreed, as agent for the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. The Placing is being conducted by way of an Accelerated Book build led by Liberum as sole bookrunner (“Bookrunner”). Liberum will receive its professional fees pursuant to the Placing in the form of new ordinary shares in the Company at the Issue Price.
The books for the Accelerated Book Build will open with immediate effect. The books are expected to close no later than 4.00 pm (London) today. The timing of the closing of the books and the making of allocations may be accelerated or delayed at the Bookrunner's sole discretion. The Appendix to this Announcement contains the detailed terms and conditions of the Accelerated Book Build. The Placing is not being underwritten by Liberum or any other person. Details of the number of Placing Shares conditionally placed with institutional and other investors pursuant to the Placing and gross proceeds will be announced as soon as practicable after the close of the book building process.
Qualifying investors who are invited, and who choose, to participate in the Accelerated Book Build by making an oral and legally binding offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety, including the Appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.
The Placing Shares will be issued credited as fully paid and will rank pari passu with existing ordinary shares of the Company ("Existing Ordinary Shares"), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue.
Your attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this announcement (which forms part of this announcement) (together, the "Announcement").
Background to the Solenta Agreement and Placing
Nico Bezuidenhout joined the Company as Chief Executive Officer in August 2016 following a challenging period for fastjet in 2015 and H1 2016 and commenced a thorough review of the business. 2015 was a year of significant change for the Company as its network and fleet grew rapidly following a US$75m equity fundraising in April 2015. This growth in capacity occurred against a backdrop of difficult macroeconomic conditions in fastjet’s markets (particularly Tanzania), delays in obtaining flying rights into Kenya, new international routes performing below expectations, as well as various changes to executive management and the Board. Operational performance consequently suffered. The rate of passenger and revenue growth seen in fastjet’s early operations began to decline and its losses grew as overhead costs increased by 28 per cent., revenue per passenger decreased by 8 per cent. and load factors decreased by 7 per cent., resulting in an average monthly loss of c.US$5.0 million by Q4 in 2015. These trends continued into 2016 and were starkly evident in the Company’s H1 2016 results. The doubling of fastjet’s fleet in 2015, led to a 61 per cent. increase in seats flown in H1 2016 and a 32 per cent. decline in load factors, a fall in revenue per passenger of 4 per cent. and an increase in cost per passenger of 32 per cent. with only a 9 per cent. increase in passenger numbers. The loss from continuing activities after tax for H1 2016 was US$31.4 million compared to US$10.1 million for the same period in 2015.
In the Company’s H1 2016 results announced on 20 September 2016, Mr Bezuidenhout identified the interventions he believed were required to stabilise the business: immediate cost containment; a revised business plan designed to stabilise the business and the introduction of new revenue generating initiatives (collectively, the “Stabilisation Plan”). Consequently, aggressive measures were taken to reduce costs in H2 2016: overheads were cut; initiatives to right size the fleet and aircraft type were implemented; route expansion was halted and output rationalised in order to achieve the Company’s target of break-even by Q4 2017. The net proceeds of an US$18.8 million equity fundraising completed immediately prior to Mr Bezuidenhout arrival in August 2016 and US$7.8m realised from the sale of fastjet’s single owned aircraft allowed the Company to implement the first steps of this revised business plan.
Update on the Stabilisation Plan
As announced in the Trading Update of 25 November 2016, progress has been made with the Stabilisation Plan during H2 2016. As well as the sale of the owned A-319 aircraft, two leased A-319 aircraft have been returned early to their lessors and a third aircraft has now also been decommissioned, leaving two aircraft on legacy leases in the fleet. A smaller Embraer 190 entered service in October 2016 under a wet lease. The steps taken to rationalise the fleet have produced initial results of an 11 per cent. reduction in fuel cost, an 18 percentage point increase in load factor and a 12 per cent. increase in revenue per passenger and this is expected to result in a 10-15 per cent. reduction in operating costs for 2017.
An aggressive rationalisation of routes has seen underperforming routes cut entirely and frequencies reduced on certain loss making routes. The remaining routes are expected to contribute positively to operating revenues in December 2016, the peak operating period for fastjet.
The Directors expect that relocation of the Company’s Head Office function from Gatwick Airport, United Kingdom to Johannesburg, South Africa will be substantially complete by March 2017 and will give rise to cost savings of approximately 35 per cent. With the commercial division having left Gatwick and ex-patriate pilots having left the business in December 2016, the payroll will reduce by 40 per cent. in January 2017 compared to the previous month. The finance function will transition to Johannesburg by March 2017 and operations oversight is expected to transition in July 2017.
The Company also expects to benefit from having its Head Office in closer proximity to its operating markets where experienced financial, commercial and project and governance resources are in place. Further cost savings are expected from an organisational restructuring of fastjet’s operations in Tanzania and Zimbabwe and the more costly ex-patriate operational staff are being removed from the business. Year on year fixed operating costs and overheads are expected to reduce by approximately 25 per cent. and variable operating costs by approximately 35 per cent. in Q1 2017.
Revenue Generating Initiatives
New initiatives were introduced in Q4 2016 in a drive to boost revenue generation. Improving the distribution of fastjet’s services through both trade and direct channels in order to stimulate revenue growth is a key focus of the Stabilisation Plan. A new global distribution system (“GDS”) was introduced in September 2016 through Amadeus which allows fastjet to make available information on its flights, seat availability and other related information to travel agents and enables comprehensive information, communication, reservations, distribution, ticketing and related functions to be performed worldwide. The GDS is used by travel agents and is expected to improve fastjet’s reach as between an estimated 50 to 75 per cent. of African air travel is booked through travel agents. The greater level of system connectivity provided by the GDS will also facilitate the development of improved interline agreements with International carriers. An interline agreement with Emirates, one of the world’s largest international airlines, has started to generate passenger flows to fastjet, and the Directors believe completion of the Placing will provide the funds necessary to maximise the potential of this relationship.
The review of fastjet’s operations undertaken by Mr Bezuidenhout has identified that a flexible approach to the traditional low cost carrier (“LCC”) model is more appropriate for the business at its current stage of development. In June 2016 a new mobile payment platform with Pesapal was introduced, offering customers a faster and more convenient means of payment and an estimated 30 per cent. reduction in fastjet’s transaction costs. On 31 March 2016, a new contact centre in South Africa started operations and is run by Mindpearl, a business process outsourcer, which provides a dedicated team to offer customer services to fastjet’s passengers. Greater flexibility is also being introduced into fastjet’s pricing models, for example the through-ticket service connecting various fastjet routes into single passenger journeys which commenced on 12 September 2016.
There are further initiatives planned to improve the Company’s revenue generation in 2017. fastjet intends to improve its direct channels of distribution through upgrading its Central Reservations System by the end of Q1 2017. The Board is also improving the allocation of its marketing and PR budget in order to more effectively target fastjet’s customer base. New marketing and PR initiatives which are designed to improve fastjet’s market presence and generate additional revenues have been introduced or are in the planning stage. fastjet’s established social media presence has proved to be a powerful brand building mechanism. Social media forms a key part of the Group’s improved marketing programme as it offers a cost-effective promotional channel for generating ticket sales.
The Company is pleased with the progress made to date in delivering the Stabilisation Plan. However, the delivery of the plan has involved certain unexpected delays and more onerous costs than had originally been anticipated, particularly in respect of the maintenance costs associated with the return of leased A-319 aircraft (c.US$4.8 million) and additional costs due to regulatory delays associated with transitioning the fleet to Embraer E-190 aircraft in Tanzania (c.US$2.5 million). A further c.US$2.8 million of costs are estimated to be payable during 2017 associated with operating the remaining A-319 aircraft, and has been provided for in quantifying fastjet’s capital requirements for 2017. In addition, the cost of the corporate reorganisation process has been higher than anticipated and the Company’s creditor balance at the time of the August 2016 fundraise was c.US$3.2 million higher than originally expected, combining to place strain on the cash resources available to the Company and consequently leading to the requirement to raise additional funds.
As announced on 25 November 2016, the Company needs to raise further capital to allow it to continue to operate and complete the implementation of the Stabilisation Plan. Since that announcement the Company has engaged with new and existing investors in regard to raising further capital, and has evaluated a number of different strategic opportunities identified by Mr Bezuidenhout that aim to either reduce the Company’s immediate/near-term capital requirements and/or facilitate fastjet’s growth into new attractive markets.
The Directors believe the Solenta Agreement, in conjunction with the Placing, will provide the Company with the necessary infrastructure and capital to ensure delivery of its existing strategy to implement the final stages of the Stabilisation Plan and reach cash flow break even by Q4 2017. However, it will also allow the Company to think strategically beyond stabilisation as it looks to grow into new attractive markets, where Mr Bezuidenhout has significant experience and expertise.
The Stabilisation Plan represents a multi-faceted strategic approach aimed at rapidly reducing cost and sustainably increasing revenue as it applies to existing fastjet operations, after which phased growth is to be pursued through organic means as well as through geographic expansion.
The initial focus on cost-reduction through fleet and route changes, a relocation of the head-office function and active supplier-engagements aimed at reducing input-cost, paired with revenue-enhancing initiatives such as a broadening of the Company’s distribution network, is designed to result in short-term liquidity improvements and medium-term margin gains. The Board believes that with a significantly reduced cost base, combined with management positioned in proximity to its markets and customers under the supervision of the current CEO, along with a more flexible approach to operating the traditional LCC model, the existing fastjet business has a viable and attractive future.
As stability is established, it is intended that the Company’s medium to long term strategy will return towards realising its vision of becoming a truly pan-African low-cost carrier. With the relocation of fastjet’s headquarters to Johannesburg, the Company will look to expand its prospects into new markets, firstly South Africa. South African domestic air traffic accounts for c. 12 million passengers per year and the country is a significantly more developed aviation market than Tanzania and Zimbabwe, but has significant ties to them both. On this basis and then given Mr Bezuidenhout’s significant operational experience in the market, the Board of fastjet believes that aviation in South Africa will provide fastjet with an attractive opportunity for expansion.
In context of the above the Board believes that the agreement with Solenta represents a good operational and strategic fit. Specifically:
The Solenta Agreement, viewed together with the current capital raising exercise, consequently serves, in the Board’s opinion, to provide the framework and cash-resources necessary to complete the Stabilisation Plan, expected to result in a cash-flow breakeven by Q4 2017, as well as providing enhanced operational capability to pursue growth opportunities, all in a structure designed to enlarge fastjet’s investor base and manage the risk and cost associated with expansion.
Further information on the Solenta Agreement
The Solenta Agreement provides fastjet with the option to wet-lease, on a full ACMI basis in the ordinary course, Solenta aircraft in fastjet livery over the next five years at a pre-agreed hourly rate (subject to certain adjustments including, inter alia, aircraft usage and aircraft type). The Agreement provides additional flexibility, allowing the substitution of bundled services for individual service components. Initially the wet-leased aircraft will be Embraer 145s, which fastjet management believes are well suited as replacements for the Company’s A-319s on its smaller / shorter routes. In addition, going forward, fastjet will have the right to request these aircraft be substituted with Embraer E-190 / E-195s or ATR72-600s, subject to a fair and reasonable adjustment to the hourly rate. This will give the Company the opportunity to sub-lease its current A-319s saving further costs and provide the Company with the flexibility to grow its capacity in-line with demand as existing routes develop and new routes are set up.
fastjet will have the right, subject to approval by the relevant authorities, to deploy the Solenta aircraft on any of the Company’s existing AOCs or deploy these or any other aircraft on any one of Solenta’s AOCs on the African continent under the fastjet brand in exchange for a cost contribution / revenue share, depending on use. fastjet’s experience in obtaining AOCs to date has shown AOC applications to be time consuming, uncertain and costly processes. Consequently, gaining access to Solenta’s AOCs will provide the Company with a flexible and cost-effective method of growing its brand presence into new markets without being subject to the regulatory risk and cost associated with AOC approvals and ongoing maintenance. Moreover, Solenta has also granted fastjet the right to acquire currently or in the future a stake in an AOC under the control of Solenta on terms to be agreed, and then subject to ownership and control restrictions as well as requisite regulatory approvals, should it be in fastjet’s best interests to do so.
Under the terms of the agreement, Solenta has agreed to recognise US$19.2 million of the aggregate total expected cost of the three, five year wet-leases as being satisfied immediately on completion through the issue of the Consideration Shares. Solenta will be paid the balance of the payments due under the wet-leases (including any adjustments) monthly, in cash, as the services are consumed by fastjet in the ordinary course over the term of the agreement. The Directors believe this is an attractive payment structure as it will reduce the Company’s working capital requirements over the life of the agreement and provides fastjet with a supportive new strategic shareholder that has significant operational experience in the African aviation market.
To give effect to the above, fastjet has conditionally agreed (pursuant to the Solenta Agreement) to acquire, for the Consideration Shares, the entire issued share capital of Aircraft and Services Limited, an SPV currently held within the Solenta group, which will have the right to enter into the wet-leases and to receive discounts to the value of US$19.2 million on the future cost of those and/or other services provided by Solenta. The Solenta Agreement is conditional upon, inter alia, the co-terminus completion of the Placing, which is itself subject to approval by shareholders at the General Meeting and Admission. On Admission, following receipt of the Consideration Shares, Solenta will become a c.28% shareholder in the Company.
Solenta Lock-up and Security Provisions
Under the terms of the Solenta Agreement, Solenta’s Consideration Shares will be subject to a lock-up for the shorter of 9 months from the commencement of the first aircraft wet lease and 12 months from the date of the Solenta Agreement. On the expiry of this initial period a number of Consideration Shares will be released from lock-up but will remain subject to certain orderly market provisions. The exact number to be released will be calculated according to certain provisions set out in the Solenta Agreement that account for levels of usage of agreed services over the period and changes in the Company’s share price. Thereafter, each quarter further Consideration Shares will be released from the lock-up (but will also remain subject to certain orderly market provisions) subject to the same calculation as referred to above as Solenta provides ACMI services to fastjet. In addition, fastjet will at all times retain a charge over any unreleased locked-up Consideration Shares allowing fastjet to regain rights over those shares, should Solenta default and fail to provide the services as agreed. The Solenta Agreement contains certain exceptions and derogations to the lock-up provisions including, inter alia, any disposal or undertaking given by way of acceptance of a general offer to acquire the Company or pursuant to a court order, where the Company goes into liquidation, receivership or appoints an administrator, where the Company fails to pay Solenta for agreed and provided services and where the Company’s CEO leaves within 36 months of the date of the Solenta Agreement.
Solenta Relationship Agreement
On the basis Solenta will become a c.28% shareholder in the Company on Admission, the Company and Solenta have agreed to enter into a relationship agreement at completion pursuant to which Solenta, in its capacity as a substantial shareholder, will give various undertakings to the Company to ensure the relationship and any arrangements between Solenta, its associates and the Company remain on an arms-length basis / are transacted on normal commercial terms. So long as Solenta remains interested in more than 20% of the Company’s voting share capital it will retain the right to nominate two directors to the Board of fastjet. As long as Solenta remains interested in more than 10% of the Company’s voting share capital (but less than 20%), it will retain the right to nominate one director to the Board. In both cases, any nomination will be subject to suitability and appropriateness as determined by fastjet’s Nomad. Should Solenta cease to be a substantial shareholder, as defined in the AIM Rules, the relationship agreement shall terminate.
Use of proceeds
The net proceeds of the Placing will be used for working capital purposes, allowing the Company to complete the Stabilisation Plan and allow the Board time to implement its previously identified new revenue generating initiatives and reach cash flow break even by Q4 2017.
In addition, the Placing will provide the Company with further working capital to enable it to pursue new strategic/growth opportunities, in particular expansion of the Company into the South African market.
Following the resignation of Colin Child as Non-Executive Chairman announced on 25 November 2016, Nico Bezuidenhout assumed the role of Interim Chairman, in addition to his role as CEO, pending the appointment of a new Non-Executive Chairman in due course. Noting that Solenta will have the right to nominate two directors to the Board of fastjet, the Company also intends to further strengthen and balance the Board with additional Non-Executive Directors at the appropriate time.
Application for Admission to trading on AIM
Application will be made to the London Stock Exchange for the Consideration Shares and Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings for normal settlement in the Consideration Shares and Placing Shares on AIM will commence at 8.00 a.m. on 24 January 2017.
APPENDIX: TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE “ANNOUNCEMENT”) AND THE INFORMATION IN IT IS RESTRICTED AND 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 THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE “QUALIFIED INVESTORS” AS DEFINED IN 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, PERSONS WHO ARE: (I) “INVESTMENT PROFESSIONALS” WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the Placees), will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular each such Placee represents, warrants and acknowledges to the Company and the Bookrunner that:
The Company and the Bookrunner will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan or the Republic of South Africa or in any other jurisdiction in which such publication or distribution is unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred 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 the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold only outside the United States in accordance with Regulation S.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.
In this Appendix, unless the context otherwise requires, “Placee” means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.
Details of the Placing Agreement and the Placing Shares
Liberum has entered into the Placing Agreement with the Company under which Liberum has conditionally agreed on the terms and subject to the conditions set out therein, as agent for the Company, to use its reasonable endeavours to place the Placing Shares at the Issue Price with certain institutional investors. The Placing is not being underwritten by Liberum or any other person.
The number of Placing Shares at the Issue Price will be determined following completion of the Accelerated Book Build as set out in this Announcement.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Existing Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Application will be made for admission of the Placing Shares to trading on AIM. It is expected that settlement of any such shares and Admission will become effective on or around 8.00 am on 24 January 2017 and that dealings in the Placing Shares will commence at that time.
Accelerated Book Build
The Bookrunner will today commence an Accelerated Book Building process in respect to the Placing to determine demand for participation in the Placing by any Placees at the Issue Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Accelerated Book Build. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Bookrunner and the Company shall be entitled to effect the Placing (in whole or in part) by such alternative method to the Accelerated Book Build as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
Conditions of the Placing
Completion of the Placing is conditional on, inter alia:
If: (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Bookrunner by the respective time or date where specified (or such later time or date as the Company and the Bookrunner may agree, but not being later than 8.00 am on 31 January 2017); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in its entirety in the circumstances specified below, the Placing will lapse and the Placee’s rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee against the Bookrunner in respect thereof.
The Bookrunner may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company’s obligations in relation to the conditions in the Placing Agreement save that the above condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees’ commitments as set out in this Announcement.
Neither Liberum nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.
Right to terminate under the Placing Agreement
The Bookrunner is entitled, at any time before Admission, to terminate its obligations under the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:
Following Admission, the Placing Agreement is not capable of termination to the extent that it relates to the Placing of the Placing Shares. The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Bookrunner<
Posted on 5th January 2017