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RNS Number : 9767K
Dart Group PLC
13 July 2017
13 July 2017
Dart Group PLC ("the Company")
Limitations on Ownership by Non-UK Nationals
Dart Group PLC, the Leisure Travel and Distribution &
Logistics group, announces that it intends to seek shareholder
approval at its forthcoming Annual General Meeting for certain
amendments (the "Proposed Amendments") to the Company's Articles of
Association (the "Articles") which, if adopted, would allow the
Directors to take certain actions to protect Jet2.com's operating
and flying rights as a UK airline ("Operating Rights") should the
need arise.
In common with other UK airlines, Jet2.com's Operating Rights
are granted pursuant to certain UK statutes and EU regulations (as
summarised below) which require the Company to be owned and
controlled by either UK nationals (or in certain cases EU
nationals).
In particular, section 65(3)(a) of the Civil Aviation Act 1982
(the "CAA 1982") allows the Civil Aviation Authority ("CAA") to
refuse to grant an operating licence if the applicant is not
controlled by UK nationals, unless the Secretary of State consents
to such grant. In addition, the Operating Rights under which
Jet2.com operates the vast majority of its routes (all of those
between member states of the EU) are granted pursuant to the EU
Regulation 1008/2008 ("EU Regulation") which requires that, in
order to obtain and retain an operating licence, an EU air carrier
must be majority-owned and effectively controlled by EU nationals.
The limitations under the CAA 1982 described above are more
stringent than those required under the EU Regulation in that they
refer to UK nationality rather than EU nationality. Accordingly for
as long as UK nationals qualify as EU nationals, compliance for
these purposes with the CAA 1982 will mean that the Company will
also be compliant with the ownership requirements of the EU
Regulation.
In order to comply with the requirements under both CAA 1982 and
the EU Regulation, it is common for listed airlines to include
provisions in their articles of association allowing directors to
regulate the level of share ownership by non-UK nationals and/or
non-EU nationals. Such powers typically include a right for the
directors to set a permitted maximum level of shares in which
non-UK/EU nationals are interested.
The Proposed Amendments
Under the Proposed Amendments, the Company would maintain a
separate register (the "Separate Register") of its shares in which
non-UK nationals have an interest (such shares being referred to as
"Relevant Shares"). An interest in this context is widely
defined.
The Directors would be able to require shareholders, or other
persons, to provide them with information to enable a determination
to be made as to whether shares are, or are to be treated as,
Relevant Shares. If such information is not available or
forthcoming or is unsatisfactory then the Directors would be able,
at their discretion, to determine that such shares are to be
treated as Relevant Shares.
Registered holders of shares would also be obliged to notify the
Company if they are aware that any share which they hold ought to
be treated as a Relevant Share.
The Proposed Amendments would allow the Directors in
circumstances where they consider it necessary or desirable to
protect any Operating Right to take certain actions including the
following:
-- identify those shares which give rise to the need to take
action and treat such shares as Affected Shares (see below);
-- set a permitted maximum of Relevant Shares (the "Permitted
Maximum") beyond which the Directors may treat Relevant Shares as
Affected Shares;
-- refuse to register the transfer of a share if it would become
or continue to be an Affected Share; and
-- remove any director from the Board.
Under the Proposed Amendments, the Directors may, by serving
notice on the registered holder of any share which they determine
is an Affected Share:
-- deprive the registered holder of the right to attend, vote,
and speak at general meetings of the Company; and/or
-- require the recipients to dispose of the Affected Shares (so
that such shares will then cease to be Affected Shares) within 21
days or such longer period as the Directors may determine and, if
the shareholder does not comply with the notice, the Directors are
given the power to transfer such shares themselves.
If the Proposed Amendments are adopted, the Directors intend to
set the Permitted Maximum at 35 per cent. This Permitted Maximum
may be varied by the Directors from time to time and any such
variation would be publicly announced.
The Directors believe that the current level of the Company's
shares in which non-UK nationals are interested is below the
proposed Permitted Maximum of 35 per cent. However, if the Proposed
Amendments are adopted, the Company's registrars will be instructed
to carry out a review of the Company's shareholder register to
establish the number of Relevant Shares. As part of this exercise
shareholders will be asked to complete and return a declaration,
together with such evidence as the Directors may require, stating
(a) the name and nationality of any person who has an interest in
any such share and, if the Directors require, the nature and extent
of such interest; and (b) such other information as the Directors
may from time to time determine. Transferees of shares would also
be required to complete such a declaration and the Directors may
refuse to register transfers if they fail to do so.
The Company would publish, from time to time, information as to
the number of shares entered on the Separate Register.
The Proposed Amendments allow the Directors to relax the
ownership limitations such that rather than restrict ownership by
non-UK nationals, the limitations will only apply to non-EU
nationals at such a level as they believe will comply with the
relevant EU licensing regulations. It is not currently known what
impact the UK Government's triggering of Article 50 of the Treaty
on European Union and the prospect of the UK leaving the European
Union will have on Jet2.com's Operating Rights, if any. It may
therefore be necessary to review such provisions when the
regulatory landscape following Brexit becomes clearer.
It is expected that the Company's Annual General Meeting will be
held on 7 September 2017 and the notice for such meeting is
expected to be sent to shareholders mid-August 2017.
For further information contact:
Dart Group PLC Tel: 0113 239 7817
Philip Meeson, Group Chairman and Chief
Executive
Gary Brown, Group Chief Financial Officer
Smith & Williamson Corporate Finance Tel: 020 7131 4000
Limited
Nominated Adviser
David Jones
Katy Birkin
Canaccord Genuity - Joint Broker Tel: 020 7523 8000
Bruce Garrow
Ben Griffiths
Arden Partners - Joint Broker Tel: 020 7614 5900
Christopher Hardie
Buchanan - Financial PR Tel: 020 7466 5000
Richard Oldworth
This information is provided by RNS
The company news service from the London Stock Exchange
END
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