THIS ANNOUNCEMENT IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information contained in the prospectus (the "Prospectus") published by Flybe Group plc ("Flybe" or the "Company" and, together with its subsidiary undertakings, the "Group") on 10 December 2010 in connection with the admission of its ordinary shares ("Ordinary Shares") to the premium listing segment of the Official List of the UK Listing Authority (the "Official List") and to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission").
10 December 2010
FLYBE ANNOUNCES OFFER PRICE OF 295p PER ORDINARY SHARE
Flybe today announces the pricing of its initial public offering of Ordinary Shares
(the "Global Offer")
· The Offer Price has been set at 295 pence per Ordinary Share.
· Based on the Offer Price, the market capitalisation of Flybe at the commencement of conditional dealings will be approximately £ 215 million (excluding the exercise of the over-allotment option).
· The Global Offer comprises the issue of 20,338,983 new Ordinary Shares representing 28% of the issued Ordinary Shares at Admission of 72,838,983 Ordinary Shares (excluding the exercise of the over-allotment option).
· As stabilising manager, Merrill Lynch International ("BofA Merrill Lynch") has been granted an over-allotment option over up to 2,033,898 Ordinary Shares, representing approximately 10 per cent. of the new Ordinary Shares in the Global Offer, exercisable for a period of 30 calendar days from today.
· Flybe intends to use approximately 50 per cent. of the net proceeds from the Global Offer to provide it with capital to assist in funding its aircraft fleet expansion programme, and approximately 50 per cent. of the net proceeds from the Global Offer to further strengthen its cash position, providing strategic flexibility to pursue additional growth opportunities (such as the expansion of codeshare arrangements, strategic arrangements with other European airlines and targeted acquisitions) should such opportunities present themselves.
· At Admission, Flybe's directors and persons connected with them will hold approximately 7 per cent. of the Company's Ordinary Shares, most of which are subject to various lock-in arrangements, as described in the Prospectus.
· At Admission, Rosedale Aviation Holdings Limited will hold approximately 49.6 per cent. of the Company's Ordinary Shares, which are subject to lock-in arrangements, as described in the Prospectus.
· Conditional dealings are expected to commence on the London Stock Exchange at 8.00 am on 10 December 2010 under the ticker symbol FLYB.LN. Admission to the premium listing segment of the Official List of the FSA and to trading on the main market for listed securities of the London Stock Exchange and the commencement of unconditional dealings are expected to take place at 8.00 am on 15 December 2010.
A pricing statement relating to the Global Offer (the "Pricing Statement") will be submitted to the UK Listing Authority. Copies of the Pricing Statement are available free of charge during normal business hours, from the following address:
Flybe Group plc
Jack Walker House
Exeter International Airport
The Pricing Statement will shortly be available to view, subject to certain restrictions, on the website of Flybe, http://www.flybe.com/en/corporate/investors/
A copy of the Pricing Statement will also shortly be available for inspection at the National Storage Mechanism, which is located at http://www.hemscott.com/nsm.do
BofA Merrill Lynch is acting as sole Sponsor, Global Co-ordinator and Bookrunner to the Global Offer. Investec Bank plc is acting as Joint Lead Manager of the Global Offer, and Execution Noble Limited is acting as Co-Lead Manager of the Global Offer.
Flybe Group plc
Tel: +44 (0) 84 5675 0681
BofA Merrill Lynch
Paul Frankfurt - Corporate Broking
Tel: +44 (0) 20 7628 1000
Tel: +44 (0) 20 7457 2020
The contents of this announcement, which have been prepared by and are the sole responsibility of Flybe Group plc, have been approved by Merrill Lynch International ("BofA Merrill Lynch"), 2 King Edward Street, London EC1A 1HQ solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information contained in the Prospectus published by Flybe. Copies of the Prospectus are available from Flybe's registered office. The information in this announcement is subject to change.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer of the securities referred to herein has not been and will not be registered under the US Securities Act of 1933 as amended (the "US Securities Act") or under the applicable securities laws of Australia, Canada or Japan.
This announcement does not contain or constitute an offer, or an invitation to purchase or subscribe for, any securities in the United States. The Ordinary Shares have not been, and will not be, registered under the US Securities Act or under the applicable securities legislation of any state of the United States and may not be offered or sold in the United States absent registration under the US Securities Act, except pursuant to an available exemption from, or in a transaction not subject to, such registration requirements. There will be no public offer of the Ordinary Shares in the United States.
Merrill Lynch International, Investec Bank plc and Execution Noble Limited, each of which is authorised and regulated in the United Kingdom by the FSA, are acting exclusively for the Company and for no one else in connection with the Global Offer and Admission and will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to the Global Offer or Admission. They will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to the Global Offer, Admission or any other matter referred to in this document.
This document is only addressed to and directed at persons in member states of the European Economic Area where receipt by such persons would not constitute a breach of Article 3 of the Prospectus Directive (Directive 2003/71/EC). In addition, in the United Kingdom this announcement is directed at and/or for distribution only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as "relevant persons"). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
Some of the statements made herein may include forward-looking statements which reflect Flybe's or, as appropriate, its directors' current views with respect to financial performance and business strategy and plans and objectives of management for future operations (including development plans relating to the Group's properties and services). These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussion of strategy, plans, objectives, goals, future events or intentions.
All forward-looking statements address matters that involve risks, and uncertainties. Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. Any forward-looking statements in this document reflect Flybe's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to Group's operations, results of operations, financial position, growth, prospects, strategies and liquidity.
Forward-looking statements may and often do differ materially from actual results. These forward-looking statements speak only as of the date of this announcement. Subject to any obligations under the prospectus rules, listing rules and disclosure rules made by the Financial Services Authority under Part VI of Financial Services and Markets Act 2000 (as amended), and save as required by law, Flybe, Merrill Lynch International, Investec Bank plc, Execution Noble Limited and each of their respective affiliates undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward-looking statements attributable to Flybe, Merrill Lynch International, Investec Bank plc, Execution Noble Limited, their respective affiliates or individuals acting on any of their behalf, are expressly qualified in their entirety by this paragraph.
The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on Flybe's intention in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment in such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Global Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the person concerned.
In connection with the Global Offer, Merrill Lynch International, Investec Bank plc and Execution Noble Limited and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Global Offer or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Merrill Lynch International, Investec Bank plc, Execution Noble Limited and any of their affiliates acting as investors for their own accounts. Merrill Lynch International, Investec Bank plc and Execution Noble Limited do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of Merrill Lynch International, Investec Bank plc, Execution Noble Limited or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Global Offer, Merrill Lynch International, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Merrill Lynch International is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. Save as required by law or regulation, neither Merrill Lynch International nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilising transactions conducted in relation to the Global Offer.
In connection with the Global Offer, Merrill Lynch International as stabilisation manager, may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Global Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, Merrill Lynch International will enter into over-allotment arrangements pursuant to which Merrill Lynch International may subscribe for or procure subscribers for additional Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Global Offer (the "Over-Allotment Shares") at the offer price. The over-allotments arrangements will be exercisable in whole or in part, upon notice by Merrill Lynch International, at any time on or before the 30th calendar day after the commencement of conditional trading of the Ordinary Shares on the London Stock Exchange. Any Over-Allotment Shares made available pursuant to the over-allotment arrangements, including all dividends and other distributions declared, made or paid on the Ordinary Shares being issued or sold in the Global Offer and conditions as the Ordinary Shares, will be subscribed for on the same terms and conditions as the Ordinary Shares being issued or sold in the Global Offer and will form a single class for all purposes with the other Ordinary Shares.