TIDMFLYB
RNS Number : 2615H
Flybe Group PLC
14 November 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND
THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE
TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
14 November 2018
FOR IMMEDIATE RELEASE
Flybe Group plc
Formal Sale Process as Part of Strategic Review
The Board of Flybe Group plc ("Flybe" or the "Company")
announces today that it is undertaking a comprehensive review of
the various strategic options open to it to address the current
challenges facing the airline industry and maximise value for
shareholders. These options include further capacity and cost
saving measures, initiatives to strengthen the balance sheet and
preserve cash resources, as well as a potential sale of the Company
through the commencement of a "formal sale process" (as referred to
in Note 2 on Rule 2.6 of the Code).
The Board has appointed Evercore as its financial adviser to
assist it with this review.
The Panel on Takeovers and Mergers (the "Takeover Panel") has
agreed that any discussions with third parties may be conducted
within the context of a formal sale process. Accordingly, it has
granted a dispensation from the requirements of Rules 2.4(a),
2.4(b) and 2.6(a) of the Code such that any interested party
participating in the formal sale process will not be required to be
publicly identified under Rules 2.4(a) or 2.4(b) as a result of
this announcement and any interested party participating in the
formal sale process will not be subject to the 28-day deadline
referred to in Rule 2.6(a) of the Code for so long as it is
participating in the formal sale process. Following this
announcement, the Company is now considered to be in an "offer
period" as defined in the Code, and the dealing disclosure
requirements set out below will apply.
The Company confirms that, at the time of this announcement, it
is in discussions with a number of strategic operators about a
potential sale of the Company.
Parties with a potential interest in making a proposal should
contact Evercore, whose details are set out below.
It is currently expected that any party interested in
participating in the formal sale process will, at the appropriate
time, enter into a non-disclosure agreement with Flybe on terms
satisfactory to the Board of Flybe. The Company then intends to
provide such interested parties with certain information on the
business, following which interested parties will be invited to
submit their proposals to Evercore. Further announcements regarding
timings for the formal sale process will be made as
appropriate.
There can be no certainty that an offer will be made, nor as to
the terms on which any offer will be made.
The Board of Flybe reserves the right to alter or terminate the
process at any time and if it does so it will make an announcement
as appropriate. The Board of Flybe also reserves the right to
reject any approach or terminate discussions with any interested
party at any time.
Enquiries:
Flybe
Christine Ourmières-Widener,
Chief Executive Officer +44 (0)13 9236 4520
Evercore (Financial Adviser to
Flybe) +44 (0)20 7653 6000
Julian Oakley
Tariq Ennaji
Numis (Broker to Flybe)
Stuart Skinner +44 (0)20 7260 1000
Mike Burke
Liberum (Broker to Flybe)
Richard Crawley +44 (0)20 3100 2000
Jamie Richards
Maitland
Neil Bennett
Andy Donald +44 (0)20 7379 5151
In accordance with Rule 26.1 of the Code, a copy of this
announcement will, subject to certain restrictions relating to
persons resident in restricted jurisdictions, be available at
www.flybe.com/investors/. The person responsible for arranging for
the release of this announcement on behalf of Flybe is Catherine
Ledger, General Counsel and Company Secretary. For the avoidance of
doubt, the content of the website referred to above is not
incorporated into and does not form part of this announcement.
MAR
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No.596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public
domain.
FORWARD LOOKING STATEMENTS
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
formal sale process, and other information published by Flybe may
contain statements about Flybe that are or may be deemed to be
forward looking statements. Such statements are prospective in
nature. All statements other than historical statements of facts
may be forward looking statements. Without limitation, statements
containing the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or "considers" or other similar words may be forward
looking statements.
Forward looking statements inherently contain risks and
uncertainties as they relate to events or circumstances in the
future. Important factors such as business or economic cycles, the
terms and conditions of Flybe's financing arrangements, tax rates,
fuel prices, or increased competition may cause Flybe's actual
financial results, performance or achievements to differ materially
from any forward looking statements. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward looking statements, which speak only as of the date hereof.
Flybe disclaims any obligation to update any forward looking or
other statements contained herein, except as required by applicable
law.
ABOUT FLYBE
Flybe is Europe's largest regional airline and flies more UK
domestic flights than any other airline - 53% of all UK flights
within mainland Britain (excluding London). Flybe currently
operates 192 routes serving 14 countries from 75 departure points
in the UK and Europe* and is the largest scheduled airline by air
traffic movements at Aberdeen, Belfast City, Birmingham, Cardiff,
Doncaster Sheffield, Exeter, Glasgow, Isle of Man, Jersey,
Manchester, Newquay and Southampton airports**. Flybe operates a
fleet of 76 aircraft - 54 Bombardier Q400, 6 Embraer E195, 11 E175
& 5 ATR 72s and was recognised as the most punctual UK-based
airline in the latest report on 'Best and Worst Airlines' issued by
leading consumer watchdog Which? in January 2018.
*Flown under the Flybe brand including all routes on sale Nov
2018 - Aug 2019
**Source: CAA Aug 2018
ABOUT EVERCORE
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
UK, is acting exclusively as financial adviser to Flybe and no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than Flybe for
providing the protections afforded to clients of Evercore nor for
providing advice in connection with the matters referred to herein.
Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Evercore in connection with this announcement, any statement
contained herein, the acquisition or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by FSMA, or the regulatory regime established thereunder,
or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither Evercore nor any of its affiliates
accepts any responsibility or liability whatsoever for the contents
of this announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to
the contents of this announcement, including its accuracy,
completeness or verification of any other statement made or
purported to be made by it, or on its behalf, in connection with
Flybe or the matters described in this announcement. To the fullest
extent permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability
whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have in respect of this
announcement or any statement contained herein.
ABOUT NUMIS
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as corporate broker exclusively for Flybe and no one else
in connection with the matters set out in this announcement. In
connection with such matters, Numis will not regard any other
person as its client, nor will it be responsible to anyone other
than Flybe for providing the protections afforded to clients of
Numis or for providing advice in relation to the contents of this
announcement or any other matter referred to herein. Neither Numis
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Numis in connection with this
announcement, any statement contained herein or otherwise.
ABOUT LIBERUM
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as corporate broker exclusively for Flybe and no one else
in connection with the matters set out in this announcement. In
connection with such matters, Liberum will not regard any other
person as its client, nor will it be responsible to anyone other
than Flybe for providing the protections afforded to clients of
Liberum or for providing advice in relation to the contents of this
announcement or any other matter referred to herein. Neither
Liberum nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Liberum in
connection with this announcement, any statement contained herein
or otherwise.
RULE 2.9 REQUIREMENT
In accordance with Rule 2.9 of the Code, the Company confirms
that as at close of business on 13 November 2018, its issued share
capital consisted of 216,656,776 ordinary shares of 1 pence each,
with ISIN Number GB00B4QMVR10, which carry voting rights of one
vote per share.
DISCLOSURE REQUIREMENTS OF THE CITY CODE ON TAKEOVERS AND
MERGERS
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
not later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by not later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by not later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCFKNDKNBDBFDD
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