TIDMFLYB
RNS Number : 7899R
Flybe Group PLC
04 March 2019
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
FOR IMMEDIATE RELEASE
4 March 2019
RECOMMED CASH OFFER
FOR
FLYBE GROUP PLC
BY
CONNECT AIRWAYS LIMITED
(a company jointly-owned by DLP Holdings S.à.r.l., Stobart
Aviation Limited and
Virgin Travel Group Limited, a wholly-owned subsidiary of
Virgin Atlantic Limited)
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
FLYBE SHAREHOLDERS APPROVE ACQUISITION BY CONNECT AIRWAYS
LIMITED
Results of the Court Meeting and the General Meeting
Flybe Group plc ("Flybe" or the "Company") is pleased to
announce that at the Court Meeting and the General Meeting held
earlier today in connection with the recommended cash offer for
Flybe by Connect Airways Limited ("Connect Airways"), under which
Connect Airways will acquire the entire issued and to be issued
share capital of Flybe (the "Acquisition") to be effected by means
of a Court sanctioned scheme of arrangement under section 899 of
the Companies Act 2006 (the "Scheme"):
-- the requisite majorities of the Scheme Shareholders voted to
approve the Scheme at the Court Meeting; and
-- the requisite majority of Flybe Shareholders voted to pass
the special resolution to approve and implement the Scheme
(including, without limitation, the amendment of Flybe's articles
of association) at the General Meeting.
Details of the resolutions passed are set out in the notices of
the Court Meeting and the General Meeting contained in the scheme
document dated 7 February 2019 in relation to the Acquisition (the
"Scheme Document").
At the Voting Record Time, the Company had 216,656,776 ordinary
shares in issue. Therefore, the total number of voting rights in
the Company was 216,656,776. The ordinary shares have a nominal
value of 1 pence each.
The results of the shareholder votes will not impact the assets,
flights and operations of Flybe Limited, which continue to operate
as normal under the ownership of Connect Airways following the
completion of the sale of Flybe's two operating subsidiaries, Flybe
Limited (including Flybe Aviation Services Limited) and Flybe.com
Limited, as announced on 22 February 2019.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting held on 4 March 2019. Each Scheme Shareholder, present in
person or by proxy, was entitled to one vote per Scheme Share held
at the Voting Record Time.
Resolution Number of % of the Number of % of the Number of
Scheme Shareholders voting Scheme Scheme Shares total Scheme Scheme Shares
who voted Shareholders which were Shares which voted as
voted were voted a % of the
issued ordinary
share capital
For 179 63.03 89,733,527 87.02 41.42
--------------------- --------------- --------------- -------------- -----------------
Against 105 36.97 13,383,312 12.98 6.18
--------------------- --------------- --------------- -------------- -----------------
Total 284 100 103,116,839 100 47.59
--------------------- --------------- --------------- -------------- -----------------
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting held on 4 March 2019. Each Flybe Shareholder, present in
person or by proxy, was entitled to one vote per Flybe Share held
at the Voting Record Time.
Special Resolution Number of Flybe % of the total
Shares voted Flybe Shares
which were voted
For 65,170,611 82.84
---------------- ------------------
Against 13,504,107 17.16
---------------- ------------------
Withheld* 30,021 0
---------------- ------------------
Total 78,674,718 100
---------------- ------------------
* A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "For" or "Against" the
special resolution.
Effective Date and Timetable
Completion of the Acquisition remains subject to the
satisfaction or waiver of the remaining Conditions set out in the
Scheme Document, including the Court sanctioning the Scheme at the
Court Hearing which is scheduled for 10.30 am on 8 March 2019.
Subject to the Scheme receiving the sanction of the Court on
that date, the Scheme is expected to become Effective on 11 March
2019.
It is also expected that the listing of and dealings in Flybe
Shares will be suspended from 7.30 am on 11 March 2019. The last
day of dealing in, and for registration of transfers of, Flybe
Shares will therefore be 8 March 2019. As previously announced, an
application has been made to the FCA for the cancellation of Flybe
Shares on the standard listing segment of the Official List and to
the London Stock Exchange for the cancellation of admission to
trading of Flybe Shares on the Main Market for listed securities.
Such cancellations are expected to occur by not later than 8.00 am
on 12 March 2019, one day later than in the expected timetable of
principal events set out on page 11 of the Scheme Document.
The expected timetable of principal events for the
implementation of the Scheme otherwise remains as set out on page
11 of the Scheme Document. If any of the dates and/or times in the
expected timetable change, the revised dates and/or times will be
notified by announcement through a Regulatory Information
Service.
General
Copies of all the resolutions passed at the Court Meeting and
the General Meeting have been submitted to the FCA and will shortly
be available for inspection on the National Storage Mechanism at
www.morningstar.co.uk/uk/NSM.
Unless otherwise defined, all capitalised terms in this
announcement have the meaning given to them in the Scheme Document,
a copy of which is available on the Flybe website at
www.flybeplc.com/strategic-review-formal-sale-process.
All references in this announcement to times are to times in
London (unless otherwise stated).
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown as
totals in certain tables may not be an arithmetic aggregation of
the figures that precede them.
Enquiries:
Maitland/AMO (PR Adviser to Flybe)
Andy Donald
Finlay Donaldson +44 (0)20 7379 5151
IMPORTANT NOTICES
Evercore, which is authorised and regulated by the FCA in the
United Kingdom, is acting solely for Flybe as financial adviser in
relation to the matters referred to in this announcement and for no
one else. Evercore will not be responsible to anyone other than
Flybe for providing the protections afforded to its clients or for
providing advice in relation to the contents of this announcement
or any arrangement referred to herein. 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 regulatory regime would be illegal, void or
unenforceable, neither Evercore, nor any of its affiliates, owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statue or
otherwise) to any person other than Flybe in connection with this
announcement, any statement contained herein or otherwise, 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 relation to Flybe or the matters contained 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 in
it.
OVERSEAS JURISDICTIONS
The release, publication or distribution of this announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom or
who are subject to other jurisdictions should inform themselves
about, and observe, any applicable restrictions. Flybe Shareholders
who are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction
without delay. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice.
NOTES TO US INVESTORS IN FLYBE
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If in the future, Connect Airways exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend such Takeover Offer into the United States, the
Acquisition will be made pursuant to applicable UK tender offer
rules and securities laws and otherwise in accordance with the
requirements of the Code. Accordingly, any such Takeover Offer will
be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different
from those applicable to tender offers made in accordance with US
procedures and law. Financial information included in this
Announcement and the Scheme Document has been or will be prepared
in accordance with accounting standards applicable in the United
Kingdom that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
It may be difficult for US holders of Flybe Shares to enforce
their rights and any claim arising out of the US federal securities
laws, since Flybe is located in a non-US jurisdiction, and some or
all of its officers and directors may be residents of a non-US
jurisdiction. US holders of Flybe Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
Neither the SEC nor any securities commission of any state of
the United States has approved the Acquisition, passed upon the
fairness of the Acquisition or passed upon the adequacy or accuracy
of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Connect Airways or its nominees or
brokers (acting as agents) may from time to time make certain
purchases of or arrangements to purchase, Flybe Shares outside the
United States, other than pursuant to the Acquisition, until the
date on which the Takeover Offer and/or Scheme becomes effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to an RIS and
will be available on the London Stock Exchange website.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Announcement contains statements about the Connect Airways
Group and the Flybe Group which are, or may be deemed to be,
'forward-looking statements" and which are prospective in nature.
All statements other than statements of historical fact included in
this Announcement may be forward-looking statements. They are based
on current expectations and projections about future events, and
are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", 'forecasts",
"predicts", "intends", "anticipates", "believes", "targets",
"aims", "projects", 'future-proofing" or words or terms of similar
substance or the negative of such words or terms, as well as
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Forward-looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of the Connect
Airways Group's or the Flybe Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on the
Connect Airways Group's or the Flybe Group's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the Connect
Airways Group or the Flybe Group to be materially different from
any future results, performance or achievements expressed or
implied by the forward-looking statements. These factors include
changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals.
For a discussion of important factors which could cause actual
results to differ from forward-looking statements in relation to
the Flybe Group, refer to the annual report and accounts of the
Flybe Group for the financial year ended 31 March 2018. Each of the
Connect Airways Group and the Flybe Group, and each of their
respective members, directors, officers, employees, advisers and
persons acting on their behalf expressly disclaims any intention or
obligation to update or revise any forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except as required by
applicable law.
No member of the Connect Airways Group, nor the Flybe Group, nor
any of their respective associates, directors, officers, employees
or advisers, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur.
Except as expressly provided in this Announcement, no
forward-looking or other statements have been reviewed by the
auditors of the Connect Airways Group or the Flybe Group. All
subsequent oral or written forward-looking statements attributable
to any member of the Connect Airways Group or Flybe Group, or any
of their respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the
cautionary statement above.
NO PROFIT FORECAST OR PROFIT ESTIMATE
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Flybe or Connect Airways, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
for Flybe or Connect Airways, as appropriate.
PUBLICATION ON A WEBSITE
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for
inspection on Flybe's website at
www.flybeplc.com/strategic-review-formal-sale-process promptly and
in any event by no later than 12 noon (London time) on the Business
Day following the date of this Announcement. For the avoidance of
doubt the contents of that website is not incorporated into, and
does not form part of this Announcement.
RIGHT TO RECEIVE COPIES IN HARD COPY FORM
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents (including information
incorporated by reference into such documents by reference to
another source) in hard copy form. Such person may request that all
future documents, announcements and information in relation to the
Acquisition are sent to them in hard copy form.
A hard copy form will not be sent to any person unless requested
from Link Asset Services by way of either written request to Link
Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU or request by telephone on 0371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9:30am
and 5:30pm, Monday to Friday excluding public holidays in England
and Wales. Please note that Link Asset Services cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
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
MSCLLFVEVEISIIA
(END) Dow Jones Newswires
March 04, 2019 10:39 ET (15:39 GMT)
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