Acquisition / Rights Issue
easyJet PLC
16 May 2002
For immediate release
Not for release, distribution or publication in whole or in part in or into the
United States, Canada, Japan, Australia, South Africa, Spain, Italy, the
Netherlands or the Republic of Ireland
easyJet plc ('easyJet' or the 'Company')
PROPOSED ACQUISITION OF GO AND RIGHTS ISSUE
easyJet (LSE: EZJ), the fast-growing European low-cost airline, today announced
details of a proposed Acquisition of Go and Rights Issue of new Ordinary Shares.
Highlights include:
• easyJet has entered into a conditional agreement to acquire the entire
issued share capital, and to repay certain loans and other obligations, of
Go for a total of £374 million, representing an enterprise value of £257.6
million, after taking into account £116.4 million of net cash on the Go
balance sheet as at 31 March 2002
• The Acquisition and related expenses will be funded as to £276.7 million
from the proceeds of a Rights Issue on the basis of 4 Rights Issue Shares
for every 11 existing Ordinary Shares at an issue price of 265p per Rights
Issue Share and as to £113.3 million from the Enlarged Group's cash
resources
• Go is a profitable and established business with strong growth prospects.
In the year to 31 March 2002, Go flew 4.3 million passengers generating
revenue of £233.7 million and profits before tax of £17.0 million (excluding
the impact of a share option expense of £2.96 million)
• The Acquisition will transform easyJet by substantially enhancing its
scale and growth potential
• The Acquisition is expected by the Directors of easyJet to enhance
easyJet's earnings per share, as adjusted for the Rights Issue and before
amortisation of goodwill, in the financial year ending 30 September 2003
• The Acquisition and Rights Issue are conditional on, inter alia, the
approval of easyJet's shareholders at an Extraordinary General Meeting
expected on 17 June
• The companies through which Stelios Haji-Ioannou, Chairman of the Company,
his brother and sister and Ray Webster, the Chief Executive Officer of the
Company, are indirectly interested in Ordinary Shares, have each agreed to
take up such number of their nil paid rights as can be funded from the
proceeds of sale of the balance of their entitlements. None of these parties
will realise any net cash as a result of these transactions
Stelios Haji-Ioannou, Chairman of easyJet, said:
'This is one of the most exciting developments in easyJet's history and offers
the potential to create substantial value for our shareholders. The Acquisition
will contribute significantly to our objective to become Europe's leading
low-cost airline by strengthening our position in important target markets,
increasing our management strength and providing a larger, stronger platform
from which to exploit growth opportunities profitably. '
Ray Webster, Chief Executive Officer of easyJet, said:
'The European low-cost airline market has grown significantly in the last few
years, providing us with many opportunities. Combining easyJet and Go will
provide additional critical mass and enable us to move forward faster.
'Both airlines are built on common business models. These models encompass
similar values, cultures and fleets and we intend to take the best people and
working practices of both companies to create a low-cost airline with the scale
and capabilities to capitalise on any opportunity in Europe.
Both companies have reached this stage of maturity through the vision and
dedication of their employees, who will have a continued and vital role in the
continuing story.'
Barbara Cassani, Chief Executive of Go, said:
'easyJet's acquisition is a tremendous compliment to all of us at Go on our
achievements since starting up four years ago. I'm particularly pleased that
everyone at Go will share in the rewards from our success. I know that my
colleagues at Go will contribute enormously to the success of the combined
group.'
Credit Suisse First Boston is acting as sponsor and financial adviser to easyJet
and sole Bookrunner to the placing of nil paid rights. The Rights Issue will be
underwritten by Credit Suisse First Boston, UBS Warburg and Schroder Salomon
Smith Barney.
Greenhill & Co International LLP is acting as financial adviser to Go.
Enquiries
Toby Nicol, easyJet +44 (0)1582 525339
Charles Cook, Grandfield +44 (0)20 7417 4170
Clare Abbot, Grandfield +44 (0)20 7417 4170
Credit Suisse First Boston
Michael McGhee +44 (0)20 7888 8888
Richard Crawley +44 (0)20 7888 8888
A briefing for analysts will be held at 09.30 on Thursday, 16th May 2002 at UBS
Warburg, Conference Centre, Ground Floor, 1-2 Finsbury Avenue, London EC2M 2PP.
For further details contact Clare Abbot at Grandfield on +44 20 7417 4170.
A press conference will be held at 11.00 on Thursday, 16th May 2002 at UBS
Warburg, Conference Centre, Ground Floor, 1-2 Finsbury Avenue, London EC2M 2PP.
For further details contact Clare Abbot at Grandfield on +44 20 7417 4170.
There will be a conference call for fund managers and analysts at 14:30 on
Thursday, 16th May 2002. For further details contact Nicola Heatley at Credit
Suisse First Boston on +44 20 7888 6367.
INTRODUCTION
easyJet today announced that it had agreed to acquire Newgo 1 Limited, the
ultimate holding company of Go Fly Limited, from its management, 3i and other
institutional investors for an enterprise value of £257.6 million, taking into
account the £116.4 million cash and nil debt on the balance sheet of Go at 31
March 2002. Go is a European low-cost scheduled passenger airline, providing
services from London Stansted Airport, Bristol International Airport and East
Midlands Airport on short-haul and medium-haul routes within Europe.
easyJet will acquire all the shares of Newgo 1 Limited and will procure that the
Go Group will on completion repay £135 million in principal of loan notes,
preference shares and other obligations of the Go Group, plus accrued interest
at Completion . easyJet will then pay the difference between £374 million and
liabilities as consideration for the shares in Newgo 1.
The Acquisition and associated costs which are estimated to be approximately
£16.0 million, will be funded through:
• a rights issue of 104,405,503 shares at a price of 265 pence per share on
the basis of 4 Rights Issue Shares for every 11 existing Ordinary Shares to
raise £276.7 million; and
• £113.3 million of the Enlarged Group's cash resources
The Rights Issue Shares will represent approximately 26.7 per cent of the
Enlarged Share Capital of the Company.
The Acquisition is conditional, inter alia, upon the passing of the Resolutions
to be proposed at the Extraordinary General Meeting, admission of the Rights
Issue Shares to listing on the Official List of the UK Listing Authority and to
trading on the London Stock Exchange, the obtaining of warranty insurance and to
the receipt of merger clearances from the Secretary of State for Trade and
Industry in the UK and certain other merger authorities.
The Rights Issue is also conditional, inter alia, upon the passing of the
Resolutions, but is not conditional on Completion of the Acquisition. If the
Rights Issue becomes unconditional but Completion subsequently does not take
place (which the Directors consider unlikely), the Directors' current intention
is that the net proceeds of the Rights Issue will be invested on a short term
basis while the Directors consider how best to return the proceeds of the Rights
Issue (after the deduction of certain acquisition and transaction costs) to
Shareholders. Any such return of capital may have adverse tax implications for
Shareholders. If the Acquisition ceases to be capable of Completion before
Admission, the Rights Issue will not proceed.
easyGroup (the company through which Stelios Haji-Ioannou is indirectly
interested in Ordinary Shares), Clelia Holdings Limited and Polys Holdings
Limited (the companies through Stelios Haji-Ioannou's sister and brother are
indirectly interested in Ordinary Shares respectively) and Elura Investments
Limited (the company through which Ray Webster, the Company's chief executive,
is interested in Ordinary Shares) have each irrevocably undertaken to take up
such number of their Nil Paid Rights as can be funded by the proceeds of sale of
the balance of their entitlement. The Nil Paid Rights which each company does
not take up will be sold through a placing with various institutions to be
arranged by the Underwriters. For the avoidance of doubt, neither easyGroup,
Clelia Holdings Limited, Polys Holdings Limited or Elura Investments Limited
will realise any net cash as a result of these transactions.
SUMMARY INFORMATION ON GO
Go started flying in May 1998 as a stand-alone subsidiary of British Airways,
operating solely in the low-cost airline sector. In November 2000, British
Airways announced its intention to sell Go as part of its overall European
restructuring plans. In June 2001 Go became an independent company, following a
£110 million management buy-out.
Go has experienced substantial year-on-year growth since its launch in 1998 from
London Stansted. During the financial year ended 31 March 2001, it had an
average of 13 aircraft, flew 2.8 million passengers and operated 33 routes. In
March 2001 Go launched its second base at Bristol International Airport and in
March 2002 it launched its third base at East Midlands Airport. During the
financial year ended on 31 March 2002, Go flew 4.3 million passengers generating
revenues of £233.7 million and profits before tax of £14.0 million.
At 31 March 2002 Go operated 38 routes within the UK and continental Europe with
a fleet of 24 Boeing 737-300 aircraft with another 3 aircraft expected to be
delivered by the end of June 2002. In comparison, at 31 March 2002 easyJet
operated 40 routes with a fleet of 30 Boeing 737 aircraft. Go's fleet has an
average aircraft age of 8 years and flies from its bases mostly to primary
airports at its destinations. The audited consolidated revenue, operating
profit, profit before tax and profit after tax of Go for the years ended 31
March 2000, 2001 and 2002, as reported in the Go annual accounts for those years
are set out below.
Year ended 31 March
2000 2001 2002
£ million £ million £ million
100.6 159.7 233.7
Revenue
(23.1) 1.8 10.2
Operating profit/(loss)
(21.8) 4.2 14.0
Profit/(loss) before tax
(15.2) 2.7 9.8
Profit/(loss) after tax
Newgo 1, through its wholly owned subsidiary Newgo 2, owns the entire issued
share capital of Go apart from the 10 million A Preference Shares of £1 each in
the capital of Newgo 2 which are owned by British Airways plc. These A
Preference Shares will be redeemed on Completion.
The key operational statistics for Go for the years ended 31 March 2000, 2001
and 2002, as derived from the Go management accounts, are set out below.
Year ended 31 March
2000 2001 2002
Average number of aircraft owned/leased during year 11.6 13.1 17.5
Average number of aircraft operated during year 11.4 13 17.3
Sectors 20,808 26,227 40,370
Block hours 40,878 52,594 69,159
Number of routes operated at year end 15 23 38
Number of airports served at year end 16 24 22
Operated aircraft utilisation (hours per day) 9.77 11.08 10.97
Available seat kilometres ('ASK') (million) 3.2 4.3 5.4
Revenue passenger kilometres ('RPK') (million) 2.0 3.1 4.1
Passengers (millions) 1.9 2.8 4.3
Load factor (per cent) 63.0 74.8 76.5
Average internet sales percentage during final month of period 36.1 63.0 83.5
REASONS FOR AND BENEFITS OF THE ACQUISITION
The Directors believe that the Acquisition will contribute significantly to
easyJet's objective to become Europe's leading low-cost airline by strengthening
its position in important target markets, increasing its management strength and
providing a larger, stronger platform from which to exploit growth opportunities
profitably. The Directors believe that the Acquisition will contribute to
easyJet's network growth strategy by:
• the addition of a number of mature routes not currently operated by
easyJet which will create additional opportunities for easyJet to develop
its network density by 'joining the dots', thereby reducing the cost and
risk of network development which would otherwise be incurred were easyJet
to develop new routes from start-up; and
• the provision of easyJet services to a larger customer base, particularly
in the key target markets of London and south-east England, and increasing
the potential market from which to draw demand for new destinations.
The Directors believe that the Acquisition will provide benefits of scale
relating to:
• the ability of the Enlarged Group to negotiate enhanced commercial terms
for the purchase of goods or services, particularly in relation to the
purchase of aircraft and fuel, the negotiation of maintenance arrangements,
the provision of insurance and marketing and advertising expenditure; and
• the reduction of market risk arising from the Enlarged Group's ability to
add capacity to a new route without adversely affecting its ability to
maintain capacity on existing routes.
The Directors also believe that the uncertainty created in the global aviation
industry following the tragic events of 11 September 2001 has increased the
financial pressure on its full service competitors, whereas the demand for
low-cost air travel has remained strong. As a result, the Directors believe the
Company has been presented with the opportunity to increase the rate at which it
is capturing market share from its full service competitors and so accelerate
easyJet's growth. The Acquisition enables easyJet to achieve significant growth
in a single step. The Directors believe that the Acquisition will also
contribute the necessary infrastructure, systems and people to support future
growth without affecting the planned growth and operating efficiency of
easyJet's existing operations. Achieving these targets organically would
inevitably involve a longer timeframe.
The Directors believe that the Acquisition will generate value for Shareholders.
Earnings per share enhancement, as adjusted for the Rights Issue and before
amortisation of goodwill, is expected by the Directors in easyJet's financial
year ending 30 September 2003. This statement is not intended to suggest that
earnings will necessarily be greater for the Company in that period than during
the current financial year.
The Enlarged Group's pro forma cash position as at 31 March 2002 was £382.8
million. The Directors believe that the Enlarged Group's strong balance sheet
will provide it with the flexibility to take advantage of growth opportunities
as they emerge and will be used to help fund in part its new aircraft purchases.
The Directors believe that the Acquisition has a compelling strategic and
commercial rationale. The key benefits are:
Go is at an exciting stage in its development
Go has developed during the last two years from an unproven emerging low-cost
airline into a profitable and established business with strong growth prospects.
The Directors believe that Go will increasingly benefit from economies of scale
and an operationally efficient and maturing network. Go achieved its first
profitable year in the year ended 31 March 2001 and profits before tax grew in
the year ended 31 March 2002 to £14.0 million, a year-on-year increase of 232
per cent. Based on easyJet's own experience of yields increasing with route
maturity, the Directors believe that Go's revenue will continue to grow as its
routes mature.
Increased competition with traditional full-service airlines
The Directors believe that, in order to be successful, the Enlarged Group will
have to not only compete with other low-cost carriers but also the national flag
carriers which, together with British Airways, include Lufthansa, Air France,
KLM, Iberia and Alitalia. Most of these are members of powerful global strategic
alliances, such as oneworld and the Star Alliance. These traditional
full-service airlines are focusing increasingly on the type of cost saving,
distribution and management methods which have helped to make easyJet and Go
successful. As the competitive advantages of these cost-saving methods are
increasingly adopted by traditional full-service airlines and increasingly
achieve market acceptance, the competitive tensions between the traditional
airlines and the low-cost carriers can therefore be expected to intensify. The
Directors believe that the nature of services which traditional airlines supply
(which include frequent flyer programmes and airport lounges) means that easyJet
is likely to retain its cost advantage.
Although easyJet has been successful since its inception, the intra-EU market
share of all the low-cost scheduled airlines together is small, estimated at
approximately 7.1 per cent of the total EU scheduled airline market.
The Directors believe that the increased scale that will be achieved by a
combination of easyJet and Go would enable the Enlarged Group to offer
passengers a greater choice of destinations at competitive prices and increase
the level of competition against all its competitors throughout much of Europe.
The Enlarged Group would, with its enlarged fleet, be able to increase
competition with other European carriers.
Go's business model is very similar to easyJet's model
The Directors believe that of all the European low-cost airlines, Go most
closely resembles easyJet. This is partly because Go was set up and developed on
the basis of the easyJet model. The Directors believe that Go is a
'point-to-point, high utilisation, no frills, low cost' operator. Go seeks to
minimise its unit costs through high aircraft utilisation and simplified
business processes. easyJet considers that Go's cost base is appropriate for a
low-cost airline. In addition, Go flies predominantly to major airports, has
been building service frequency and overtly targets business travellers. It also
uses the internet as its primary distribution channel with the vast majority of
non-internet sales serviced through a call centre. The Directors believe that
the similarity between easyJet's and Go's business models should reduce business
integration risks.
Go operates a fleet of Boeing 737-300 aircraft
Go's fleet has grown rapidly since its inception and comprised 24 aircraft at 31
March 2002 with an average age of 8 years. These aircraft are similar to the
majority of easyJet's fleet except that they are configured for 148 seats as
opposed to the 149 seats on each easyJet aircraft. Go's fleet profile is shown
below, including deliveries expected until 30 June 2002.
2000 2001 2002
As at 31 As at 30 As at 31 As at 30 As at 31 As at 30 As at 31 As at 30
March Sept March Sept March April May June
Number
of
Aircraft 13 13 14 18 24 24 26 27
Go's network is complementary to easyJet's network
easyJet and Go have generally complementary networks, as shown by the following
table which sets out each company's expected route system for summer 2002:
easyJet Network
Between London Between Liverpool Between Geneva Between Amsterdam Between London Between Paris
Luton and: and: and: and: Gatwick and: Charles de Gaulle
and:
Amsterdam Amsterdam Barcelona Athens Nice
Aberdeen
Barcelona Barcelona Belfast Barcelona
Amsterdam
Belfast London Gatwick Edinburgh Edinburgh
Athens
Geneva Nice Glasgow Malaga
Barcelona
Madrid Paris Orly London Gatwick Nice
Belfast
Malaga Nice Palma de
Edinburgh
Nice Mallorca
Geneva
Palma de Zurich
Glasgow
Mallorca
Inverness
Paris Charles de
Madrid
Gaulle
Malaga
Nice
Palma de
Mallorca
Paris Charles de
Gaulle
Zurich
easyJet also provides services to Belfast International Airport from Edinburgh
Airport and Glasgow International Airport.
Go Network
Between London Stansted and: Between Bristol and: Between East Midlands and:
Alicante Alicante
Alicante
Barcelona Edinburgh
Barcelona
Belfast Faro
Belfast
Edinburgh Glasgow
Bilbao
Faro Malaga
Bologna
Glasgow Prague
Copenhagen
Malaga
Edinburgh
Nice
Faro
Palma de Mallorca
Glasgow
Prague
Ibiza (seasonal)
Malaga
Milan Linate
Munich
Naples
Newcastle
Nice
Palma de Mallorca
Prague
Rome Ciampino
Venice Marco Polo
Go also provides services to Belfast International Airport from Glasgow
International Airport and Edinburgh Airport.
The majority of Go's destinations are not currently serviced by easyJet but are
destinations, which easyJet has had under consideration as possible future
destinations. The Board estimates that the Enlarged Group will operate 81
routes, serving 35 airports and 32 destinations during Summer 2002. The addition
of Go's destinations will provide numerous opportunities for easyJet to further
increase its network density and exploit its 'join the dots' strategy.
Access to good people and to management strength
easyJet believes that Go possesses high quality staff and a strong and competent
management, both of which should contribute positively to the success of the
Enlarged Group. easyJet regards many of Go's management as high quality in view
of their experience in successfully managing a fast growing business in the same
sector as, and with a similar business model to, that of the Company.
It is the Board's current intention that, following Completion, Ed Winter, the
current chief operating officer of Go, will become acting chief executive of Go
and will also be given the role of 'Director of Transformation' to oversee Go's
integration into the Enlarged Group. David Magliano, the current Sales and
Marketing Director of Go, will become Director of Sales and Marketing for the
Enlarged Group and Dominic Paul, Go's current Director of Customer Services,
will become the Enlarged Group's Director of Customer Services. All three of
these senior members of Go's management have indicated their intention to accept
these positions and will join the board of easyJet UK. Mike Cooper, currently
easyJet's Commercial Director, will assume a new role of Director of Business
Development for the Enlarged Group. Vilhelm Hahn-Petersen and Keith McMann will
continue as Director of Operations and Director of Airports for the Enlarged
Group respectively. Further appointments are likely in due course. Barbara
Cassani, the current chief executive of Go, will not be joining the Enlarged
Group in any capacity and her employment with Go will terminate at Completion.
Cultural fit
easyJet believes that culture represents one of the key success factors in the
low-cost airline business. To prevent the dilution of the 'orange' culture,
easyJet has spent a great deal of time and energy in nurturing its own culture
as the airline has grown. Go also emphasises the importance of culture to its
business. Although each airline uses different terms to describe the key
features of its culture, the focus on safety, high utilisation, punctuality and
value for money, allied to a strong respect for employees, are the same for both
airlines. On the basis of discussions with Go's operational managers, the
Directors are confident that the two cultures are highly compatible.
Opportunities to exploit revenue, systems and cost synergies
The Directors believe that, over time, further value can be created by the
Acquisition through the application of easyJet's brand across Go's customer
base, capturing economies of scale benefits (for example, in marketing
expenditure and aircraft orders) and applying the best business ideas, processes
and systems from both organisations throughout the Enlarged Group. For example,
the Enlarged Group intends to adopt easyJet's yield management system, booking
system and pricing methodologies, while at the same time applying Go's customer
service expertise to enhance the Enlarged Group's offering to consumers.
DETAILS OF THE ACQUISITION
The Company has entered into a conditional agreement to purchase Newgo 1, the
ultimate holding company of Go, from 3i, several funds managed by 3i, Barclays
Private Equity and Gartmore Investment Managers and certain senior management
and other employees of Go including Barbara Cassani. Newgo 2, an intermediate
holding company within the Go Group, currently has outstanding: (i) a number of
series of loan stock held by the institutional Sellers, the individual Sellers
and British Airways; (ii) 10 million A Preference Shares of £1 each owned by
British Airways; and (iii) certain other obligations (together the 'Newgo 2
Liabilities'). The principal amount of the Newgo 2 Liabilities amounts to £135
million. easyJet will procure that Newgo 2 will on completion repay the Newgo 2
Liabilities plus accrued interest. easyJet will then pay the difference between
£374 million and the Newgo 2 Liabilities plus accrued interest as consideration
for the shares in Newgo 1. The Company has also agreed to offer the UK
tax-paying sellers up to £21 million of loan notes in lieu of an equivalent
amount of their cash entitlement.
The Acquisition is conditional, amongst other things, upon the passing of the
Resolutions to be proposed at the Extraordinary General Meeting referred to
below, admission of the Rights Issue Shares to listing on the Official List of
the UK Listing Authority and to trading on the London Stock Exchange and the
completion of the Rights Issue, obtaining the warranty insurance referred to
below and the receipt of merger clearances from the Secretary of State for Trade
and Industry in the UK and certain other European jurisdictions.
The Acquisition Agreement provides for certain commercial warranties typical for
a transaction of this nature to be given to the Company by certain individual
Sellers. The Acquisition Agreement gives the Company the right to recover for
any breach of warranty from an escrow account jointly funded by the
institutional Sellers and the Company of up to £6 million. Thereafter the
Company will seek to recover under an insurance policy which it intends to put
in place with AIG and other insurers which it is intended will provide the
Company with an additional £44 million of cover. The Acquisition is conditional
upon the obtaining of this insurance policy before 14 June 2002.
MANAGEMENT AND INTEGRATION OF THE ENLARGED GROUP
Upon Completion, easyJet will deploy a transition team, which will consist of
experienced managers from easyJet and Go, to oversee the early integration of Go
and easyJet, although it is anticipated that the easyJet and Go businesses will
continue to be run as separate businesses for the short term. The Board has
identified three milestones for the integration, namely the adoption of the
easyJet brand, the operation under a single Air Operator's Certificate in the
United Kingdom (while retaining easyJet's current Air Operator's Certificate for
Switzerland and Deutsche BA's Air Operator's Certificate for Germany, if the
option to acquire Deutsche BA, details of which can be found below, is
exercised) and complete integration of the businesses of easyJet and Go.
easyJet is aware that one of the greatest threats to a growing business is the
difficulty in attracting and maintaining successful, experienced and high
quality management. Maintaining and incentivising key management will be
especially important during the integration of easyJet and Go to ensure its
success.
The management teams of both easyJet and Go will therefore be appropriately
incentivised with a view to ensuring the successful integration of Go and
easyJet. In addition, management will be encouraged to focus on growing the
Enlarged Group's business through easyJet's well established business approach
of offering low fares, adding new routes, increasing frequency of flights on
existing routes and further expansion into markets traditionally occupied by
full service airlines.
This incentivisation will include the award of Ordinary Shares to certain key
members of the management of the Enlarged Group under the Combination Plan.
Awards of Ordinary Shares will be made in three tranches, with each tranche
being triggered by the achievement of each of the three milestones referred to
above within a certain period after Completion. Approval by Shareholders of the
Combination Plan will be sought at the Extraordinary General Meeting.
The Board anticipates the establishment of a further incentivisation scheme
which will be open to all other employees of the Enlarged Group in due course.
Given the compatibility of easyJet's and Go's business models and cultures,
easyJet intends to encourage the rapid adoption of the best practices and values
of each of the Go and easyJet businesses throughout the Enlarged Group. As
stated above, the Board believes the quality of much of Go's management will be
an important asset to the Enlarged Group and should complement easyJet's own
management strength. The Board therefore intends to ensure that the best people
from each company are allotted key roles in the Enlarged Group, to facilitate
the integration of business models and cultures and to focus on the Enlarged
Group's future growth.
The integration of easyJet and Go is expected to occur over a period of up to 24
months after Completion, although the Board will be encouraging the transition
team to complete the process as soon as practicable after Completion. easyJet
expects that integration costs will be incurred in the following areas:
• harmonising the terms and conditions of the employees of the Enlarged
Group;
• unifying information technology (IT) systems, which will necessitate the
migration of data, staff training and investment in software and hardware;
• the move to a single brand, which will require an investment in certain
markets and will require unified pricing and booking processes, together
with physical rebranding of aircraft;
• the combination of head office premises at a single location;
• The move to a single Air Operator's Certificate, which will necessitate
training, documentation and process redesign;and
• integration of the fleet, which will require processes, systems and
training to enable an integrated scheduling, crew rostering and maintenance
programme, including seat reconfiguration and other modifications.
The Board estimates that specific integration costs will total approximately
£25.4 million, and that these will be incurred between completion and the end of
the financial year ending 30 September 2004 as follows:
Year ended 30 September
2002 2003 2004
£ million £ million £ million
6.4 14.0 5.0
These costs include the costs arising in respect of the implementation of the
Combination Plan of approximately £11.2 million (which includes a £1.2 million
National Insurance Contribution liability arising to the Company).
The impact of any specific integration costs on the Company will be partially
offset by the cost synergies which the Directors anticipate arising from the
Acquisition.
TRANSACTION COSTS
The Board estimates that the total acquisition and transaction costs (including
the costs of the Rights Issue) will be approximately £16.0 million. This
consists of costs in respect of the Acquisition of approximately £9.5 million
and costs in respect of the Rights Issue of approximately £6.5 million.
CURRENT TRADING AND PROSPECTS
Interim Results and Current Trading
On 8 May the Company announced its unaudited consolidated interim results for
the six months ended 31 March 2002. Certain highlights include:
• Revenues up 35.8 per cent to £193.9 million (six months ended 31 March
2001: £142.8 million).
• Profit before tax of £1.0 million (six months ended 31 March 2001: £10.3
million loss).
• Passenger numbers up 35.6 per cent to 4.3 million (six months ended 31
March 2001: 3.2 million).
• Load factor up 3.6 percentage points to 84.2 per cent (six months ended 31
March 2001: 80.6 per cent).
• Five new routes launched from London Gatwick.
• Introduction of five new Boeing 737-700 aircraft.
Since 31 March 2002, the Company has continued to perform in line with the
Directors' expectations.
Prospects of the Enlarged Group
The Directors believe that the Acquisition and subsequent integration of Go will
create further opportunities for the Enlarged Group to expand in the European
short-haul and medium-haul airline market. Accordingly, the Directors view the
financial and trading prospects of the Enlarged Group with confidence.
SUMMARY OF THE RIGHTS ISSUE
General
Under the terms of the Rights Issue, 104,405,503 Rights Issue Shares will be
offered, by way of rights, to Qualifying Shareholders at 265 pence per Rights
Issue Share, payable in full on acceptance by not later than 10.30 a.m. on 8
July 2002. The Issue Price of 265 pence per Rights Issue Share represents a
discount of approximately 42.4 per cent to the closing middle market price of
460 pence per Ordinary Share on 15 May 2002 (being the last business day prior
to the announcement of the Rights Issue).
The Rights Issue is being made on the following basis:
4 Rights Issue Shares for every 11 existing Ordinary Shares
held by Qualifying Shareholders on the Record Date and so in proportion for any
other number of Ordinary Shares then held. Fractions of Rights Issue Shares will
not be allotted, each Qualifying Shareholder's entitlement being rounded down to
the nearest whole number of Rights Issue Shares. The number of Rights Issue
Shares equal to the aggregated fractional entitlements will be sold in the
market for the benefit of the Company. Holdings of Ordinary Shares in
certificated and uncertificated form will be treated as separate holdings for
the purpose of calculating entitlements under the Rights Issue.
The Rights Issue Shares will, when issued and fully paid, rank pari passu in all
respects with existing Ordinary Shares, including the right to receive in full
all dividends and other distributions thereafter declared, paid or made on the
Ordinary Shares.
The Rights Issue is conditional, amongst other things, upon:
(a) the Acquisition not ceasing to be capable of Completion in
accordance with the terms of the Acquisition Agreement prior to
Admission;
(b) the obtaining of warranty insurance;
(c) the passing of the Resolutions at the Extraordinary General
Meeting;
(d) Admission taking place by not later than 8.30 a.m. on 18 June
2002 (or such later time and/or date as the Underwriters and the Company
may agree); and
(e) the Underwriting Agreement having become unconditional in all
respects (save for the conditions relating to Admission) and not having
been terminated in accordance with its terms.
An expected timetable of principal events in connection with the Rights Issue is
set out in Appendix 1.
Based on the closing middle market price of an Ordinary Share on 15 May 2002
(the last business day before announcement of the Rights Issue) of 460 pence and
the proposed Issue Price of 265 pence for each Rights Issue Share, the
theoretical ex-rights price of an Ordinary Share is 408 pence.
Use of Proceeds of the Rights Issue
The proceeds of the Rights Issue will be approximately £276.7 million which will
be used to fund part of the consideration for the Acquisition, the repayment of
the Newgo 2 Liabilities and transaction and acquisition costs which are
estimated to be £16 million. The remainder of the funding of the Acquisition
will be met from the Enlarged Group's cash resources. The Rights Issue, which is
deeply discounted, is being underwritten by the Underwriters to address
easyJet's desire for a high level of certainty of funds. The deeply discounted
nature of the Rights Issue has also allowed the Company to reduce the
Underwriters' commissions taken as a whole to less than those normally payable
on a traditional rights issue. The Rights Issue is not conditional on Completion
of the Acquisition. In the unlikely event that the Rights Issue proceeds but
Completion does not take place, the Directors' current intention is that the
proceeds of the Rights Issue will be invested on a short term basis while the
Directors consider how best to return the net proceeds of the Rights Issue
(after the deduction of certain acquisition and transaction costs) to
Shareholders. Any such return of capital may have adverse tax implications for
Shareholders. However, if the Acquisition ceases to be capable of completion
before Admission, the Rights Issue will not proceed.
Overseas Shareholders
The ability of persons resident in, or who are citizens of, countries other than
the United Kingdom to participate in the Rights Issue may be affected by the
laws of the relevant jurisdiction.
DIVIDEND POLICY
The Acquisition will not affect the Company's previously stated dividend policy.
The Company has never declared or paid any cash dividends on the Ordinary Shares
and does not anticipate paying cash dividends for the foreseeable future. The
Directors intend to retain earnings for use in the Company's and, following the
Acquisition, the Enlarged Group's business for the foreseeable future.
PLACING OF NIL PAID RIGHTS
Currently, easyGroup (the Company through which Stelios Haji-Ioannou is
indirectly interested in Ordinary Shares) holds 79,016,497 Ordinary Shares,
representing 27.52 per cent of the Company's issued share capital. easyGroup has
undertaken to take up such number of its Nil Paid Rights as can be funded by the
proceeds of sale of the balance of its entitlement. The Nil Paid Rights to be
sold will be sold through a placing with various institutions arranged by the
Underwriters referred to below. easyGroup has also confirmed to the Underwriters
and to the Company that it has no present intention to sell any further Ordinary
Shares in the immediate future.
In addition, Polys Holdings Limited and Clelia Holdings Limited (companies
through which Stelios Haji-Ioannou's brother and sister respectively are each
indirectly interested in Ordinary Shares) which each currently hold 44,278,566
Ordinary Shares, representing 15.42 per cent of the Company's existing issued
share capital, have each undertaken to take up such number of Nil Paid Rights as
can be funded by the proceeds of sale of the balance of their entitlements. The
Nil Paid Rights which Polys Holdings Limited and Clelia Holdings Limited sell
will be sold through a placing with various institutions arranged by the
Underwriters. Each of Clelia Holdings Limited and Polys Holdings Limited have
also confirmed to the Underwriters and the Company that they have no present
intention to sell any further Ordinary Shares in the immediate future.
Elura Investments Limited (the company through which Ray Webster is interested
in Ordinary Shares) has also undertaken to take up such number of Nil Paid
Rights as can be funded by the proceeds of sale of the balance of its
entitlement. The Nil Paid Rights to be sold will be sold as part of the same
placing arrangements to which easyGroup, Polys Holdings Limited and Clelia
Holdings Limited are a party. It was explained in the Circular to shareholders
relating to the Placing and Open Offer dated 29 October 2001, that Ray Webster
intended to sell up to 500,000 Ordinary Shares but he has not yet sold any
Ordinary Shares. Ray Webster now intends to sell up to 500,000 Ordinary Shares
in the Company following completion of the Rights Issue at a time yet to be
determined. Any such sale is intended to be conducted in an orderly market
fashion. The proceeds of sale are expected to be used in part to repay a loan
granted to Ray Webster from UBS AG (acting through its Private Banking
Operation), made on an arm's length basis, the funds from which he used to
refinance a previous loan to purchase shares in easyJet Holdings, the company
through which he held Ordinary Shares prior to the Placing and Open Offer.
NEW AIRCRAFT PURCHASES
In January 2002, easyJet announced that it was in discussions with Boeing and
Airbus concerning the possible acquisition by easyJet of a nominal seventy-five
additional aircraft and that it was reviewing the benefits of potentially
operating a mixed fleet. In addition, Go recently announced plans to expand its
fleet to 80 aircraft by 2008 and that it was assessing offers to deliver
aircraft from Boeing and Airbus. The Board intends to review its requirements
for additional aircraft in light of the announcement of the Acquisition to take
into account the additional aircraft requirements of the Enlarged Group and any
need to replace aircraft in the Go fleet and intends to continue its
negotiations with suppliers. The result may be that some aircraft may be
delivered under any future aircraft purchase agreement prior to May 2004, the
date on which the last aircraft is due to be delivered under easyJet's current
contract with Boeing.
BOARD RESTRUCTURING
On 17 April 2002 the Company announced a Board restructuring to ensure that the
Board had the appropriate structure and composition for a major listed company,
whilst reflecting easyJet's commitment to high standards of corporate
governance. Under that restructuring all the executive directors, with the
exception of Ray Webster and Chris Walton, resigned from the Board and continued
to be or became directors of easyJet UK. In addition, the Company announced
Stelios Haji-Ioannou's intention to retire as Chairman and Stelios Haji-Ioannou
announced his intention to resign as a director of easyJet at the next annual
general meeting in 2003 and the appointment of Sir Colin Chandler as Deputy
Chairman, with immediate effect, with the intention that he will succeed Stelios
Haji-Ioannou as Chairman at that meeting. Following completion of this
restructuring, the majority of directors and the Chairman of easyJet will be
independent directors within the meaning of the Combined Code.
The announcement also stated that appropriate changes will have to be made to
the relationship agreement between easyGroup, easyJet and Stelios Haji-Ioannou
(the 'Relationship Agreement'), including easyGroup's rights to appoint
directors, the easyJet Brand Licence and the Articles of Association of easyJet.
Currently, under the terms of the Relationship Agreement and the Articles of
Association, easyGroup has the right to appoint two non-executive directors and
Stelios Haji-Ioannou has the right to be Chairman of the Company for as long as
Stelios Haji-Ioannou owns or easyGroup owns in excess of 25 per cent of the
Company's issued share capital and as long as the easyJet Brand Licence remains
in force. As a result of the Rights Issue and the sale by easyGroup of some of
its Nil Paid Rights, easyGroup's interest in the Company is likely to fall below
25 per cent of the Company's issued share capital and accordingly easyGroup will
lose its right to appoint directors. As stated above, Stelios Haji-Ioannou
intends to retire both as Chairman of the Company and as a director at the
Company's next Annual General Meeting.
Under the terms of the easyJet Brand Licence, easyJet does not own the 'easy'
trade mark and associated orange livery, but instead licenses them from
easyGroup IP Licensing, which is a subsidiary of easyGroup. The licence imposes
duties on easyJet to maintain high standards in its use of the brand.
The Board has resolved that it will reconsider the terms of the easyJet Brand
Licence, the Relationship Agreement and the Articles of Association of the
Company in light of Stelios Haji-Ioannou stepping down as Chairman and director
and easyGroup losing its rights to nominate directors following the Rights
Issue, so that easyGroup would retain the right to appoint a single director for
as long as the easyJet Brand Licence remains in force. This director would act
as liaison between the Company and easyGroup, both to monitor the standards of
the 'easy' brand's use by the Company following Stelios Haji-Ioannou's
retirement and to keep the Board appraised of developments in the 'easy' brand.
The Board intends to put resolutions to Shareholders approving certain
amendments to some or all of the easyJet Brand Licence, the Relationship
Agreement and the Articles of Association granting easyGroup this right at the
next Annual General Meeting or at an appropriate earlier stage. The Board sees
no reason why the Relationship Agreement should not continue on its current
terms to continue to regulate the relationship between easyGroup, as the
Company's largest shareholder, and the Company.
The Board has resolved that, pending the next Annual General Meeting, it will
not ask Amir Eilon or Nick Hartley, the two directors nominated by easyGroup, to
step down from the Board before this time.
DEUTSCHE BA
On 8 May 2002, easyJet and British Airways announced that they had reached
agreement on the heads of terms under which easyJet would acquire an option to
acquire 100 per cent of the share capital of British Airways' wholly owned
subsidiary Deutsche BA GmbH ('Deutsche BA'). easyJet and British Airways have
committed to continue negotiations with the objective of executing legally
binding documentation giving effect to the heads of terms by 30 June 2002.
In the event that easyJet enters into the option agreement, it will be able to
exercise the option at any time to 31 March 2003 (extendable by easyJet to 3
July 2003). In consideration for the option, easyJet has committed to pay
British Airways €600,000 per month from the signing of the option agreement to
the date of the option being exercised or expiring. To assist Deutsche BA in the
transition towards a low-cost airline model, easyJet has also committed, on the
execution of legally binding documentation to second three managers to Deutsche
BA and to contribute €5 million to Deutsche BA for capital expenditure. In the
event easyJet exercises the option to acquire Deutsche BA, it will pay a further
amount of between €30 million and €40 million to British Airways to acquire
Deutsche BA on a debt free basis.
Deutsche BA operates scheduled air passenger services on seven domestic German
routes and will operate from Munich to Malaga from June 2002. Deutsche BA
operates approximately 130 scheduled flights per day utilising its leased fleet
of 16 Boeing 737-300 aircraft. Operational and financial information for
Deutsche BA for the year ended 31 March 2001 and the six months ended 30
September 2001, as derived from Deutsche BA management accounts are set out
below.
Year ended 31 Six months
March ended 30
September
2001 2001
Passengers (million) 3.1 1.4
Load factor (per cent) 56.4 60.7
Revenue passenger kilometres (million) 1,653 803
Available seat kilometres (million) 2,932 1,324
Employees 790 812
Revenue (£ million) 344 177
Operating profit/(loss) (£ million) (49) (20)
Total assets (at period end) (£ million) 76.2 73.1
easyJet believes that the German market is a potential source of strong future
growth for the Company and that the acquisition of Deutsche BA and its
transformation into a low-cost airline may represent the most attractive option
for easyJet to enter this market. Acquiring Deutsche BA would immediately
provide easyJet with an established German network and the personnel, systems
and infrastructure to support such an operation. The Directors believe that the
potential option arrangement provides the Company with the opportunity to
evaluate the benefits of the acquisition at a relatively small financial
commitment. In the event that the Company enters into the option agreement, it
will not exercise the option unless the Directors believe that the Enlarged
Group will be able to effect the transformation of Deutsche BA into a low-cost
airline successfully.
EXTRAORDINARY GENERAL MEETING
In view of its size, the Acquisition is conditional upon, amongst other things,
the approval of Shareholders in general meeting. An Extraordinary General
Meeting of the Company is proposed to be held on 17 June 2002.
DIRECTORS' UNDERTAKINGS
The boards of directors of easyGroup, the company through which Stelios
Haji-Ioannou is indirectly interested in Ordinary Shares (which holds 79,016,497
Ordinary Shares representing 27.52 per cent of the issued share capital of the
Company), and Elura Investments Limited, the company through which Ray Webster
is interested in Ordinary Shares (which holds 1,943,616 representing 0.68 per
cent of the issued share capital of the Company), have each confirmed to the
Company that they intend to vote in favour of the Resolutions. In addition, Nick
Hartley and Colin Day, the Directors who are also Shareholders have confirmed to
the Company that they intend to vote in favour of the Resolutions to be proposed
at the Extraordinary General Meeting in respect of their beneficial holdings in
Ordinary Shares.
In addition, easyGroup and Elura Investments Limited have each undertaken to
take up such number of Nil Paid Rights as can be funded by the proceeds of sale
of the balance of their entitlements.
Nick Hartley and Colin Day have each confirmed their intention to take up such
number of Nil Paid Rights, as can be funded by the proceeds of sale of the
balance of their entitlements.
Circular
A Circular will be dispatched to Shareholders in relation to the Acquisition and
Rights Issue as soon as practicable.
Credit Suisse First Boston (Europe) Limited is acting as sponsor and financial
adviser to the Company with regard to the Rights Issue. Credit Suisse First
Boston Equities Limited, UBS AG (acting through its business group UBS Warburg)
and Salomon Brothers U.K. Equity Limited are acting as underwriters to the
Company with regard to the Rights Issue. The contents of this announcement,
which has been prepared and issued by, and is the sole responsibility of easyJet
plc, have been approved solely for the purposes of section 21 of the Financial
Services and Markets Act 2000 by Credit Suisse First Boston (Europe) Limited.
Credit Suisse First Boston (Europe) Limited does not have any authority
whatsoever to make any representation or warranty on behalf of easyJet plc or
any other person in connection with the proposed Rights Issue or any other
investment in securities of easyJet plc.
Credit Suisse First Boston (Europe) Limited, Credit Suisse First Boston Equities
Limited, UBS AG (acting through it business group UBS Warburg) and Salomon
Brothers U.K. Equity Limited, who are regulated in the U.K. by the Financial
Services Authority, are acting exclusively for easyJet plc and no-one else in
connection with the Rights Issue and will not be responsible to anyone other
than easyJet plc for providing the protections afforded to their clients or for
providing advice in relation to the Rights Issue or any matter referred to
herein.
The address of Credit Suisse First Boston (Europe) Limited is One Cabot Square,
London E14 4QJ.
Prices and values of, and income from, shares or rights thereto may go down as
well as up and an investor may not get back the amount invested. It should be
noted that past performance is not a guide to future performance. Persons
needing advice should consult an independent financial adviser.
This announcement does not constitute or form part of, and should not be
construed as, an offer for sale or subscription of, or solicitation of any offer
to buy or subscribe for, any securities of easyJet plc nor should it or any part
of it form the basis of, or be relied on in connection with, any contract or
commitment whatsoever. Any decision in connection with the proposed Rights Issue
should be made solely on the basis of the information contained in the Rights
Issue Prospectus to be issued in connection with the Rights Issue.
Without limitation to the foregoing, this announcement does not constitute an
offer of securities for sale in Canada, Japan, Australia, South Africa, Spain,
Italy, the Netherlands or the Republic of Ireland, nor does it constitute an
offer of securities for sale in the United States or in any other jurisdiction
in which it would be illegal to make an offer. Securities may not be offered or
sold in the United States absent registration or an exemption from registration.
Any public offering of securities in the United States must be made by means of
a prospectus which would contain detailed information about the Company and its
management, as well as financial statements.
None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or
the Provisional Allotment Letters have been or will be registered under (without
limitation) the United States Securities Act of 1933, as amended, or under the
applicable securities laws of any state of the United States, any province or
territory of Canada, Japan, Australia, South Africa, Spain, Italy, the
Netherlands or the Republic of Ireland, nor will they qualify for distribution
under any of the securities laws of any other jurisdiction outside the United
Kingdom where action for that purpose is required. Subject to certain
exceptions, none of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary
Shares nor the Provisional Allotment Letters may be offered, sold, resold,
delivered, transferred or renounced, directly or indirectly, in or into the
United States, Canada, Japan, Australia, South Africa, Spain, Italy, the
Netherlands or the Republic of Ireland, or their respective territories or
possessions, or in or into any other jurisdiction outside the United Kingdom
where action for that purpose is required. Accordingly, neither this
announcement nor any copy of it may be taken, transmitted or distributed,
directly or indirectly, into those jurisdictions, their territories or
possessions or passed to residents, corporations or other entities organised
under the laws of those jurisdictions, their territories or possessions or
branches, agencies or affiliates of any such corporations or entities where
action for that purpose is required.
Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and assumptions and, by their
nature, are subject to a number of risks and uncertainties that could cause
actual results and performance to differ materially from any expected future
results or performance, expressed or implied, by the forward-looking statement.
The information and opinions contained in this announcement are subject to
change without notice and easyJet plc assumes no responsibility to update any of
the statements contained herein except to the extent required by law.
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2002
Record Date for entitlements under the Rights Issue close of business on 10
June
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 13 June
Extraordinary General Meeting . 10.00 a.m. on 17 June
Provisional Allotment Letters expected to be despatched (to Qualifying 17
June
non-CREST Shareholders only)
Dealings in Rights Issue Shares expected to commence, nil paid 8.00 a.m. on
18 June
Nil Paid Rights and Fully Paid Rights enabled in CREST 8.00 a.m. on 18 June
Recommended last time and date for requesting withdrawal of Nil Paid Rights
from CREST 3.00 p.m. on 2 July
Recommended latest time and date for depositing renounced Provisional
Allotment Letters, nil paid, into CREST or for dematerialising Nil Paid
Rights into a CREST stock account 3.00 p.m. on 3 July
Latest time and date for splitting Provisional AlIotment Letters, nil paid
3.00 p.m. on 4 July
Latest time and date for acceptance, payment in full and registration of
renunciation of Provisional Allotment Letters 10.30 a.m. on 8 July
Dealings in Rights Issue Shares (fully paid) to commence 8.00 a.m. on 9 July
Expected time for Rights Issue Shares to be credited to CREST stock accounts
9 July
Date for despatch of definitive share certificates for Rights Issue Shares in
certificated form by 15 July
APPENDIX 2
DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
'3i' 3i Group plc
'Acquisition' the proposed acquisition of
the entire issued share capital of Newgo 1
Limited by easyJet on the terms of and subject
to the conditions set out in the Acquisition
Agreement
'Acquisition Agreement' the agreement dated
16 May 2002 between easyJet, Newgo 1, Go, 3i and
other institutional shareholders and certain
individual sellers
'Admission' admission of the Rights Issue
Shares to listing on the Official List and to
trading on the London Stock Exchange's market
for listed securities (in nil paid form)
'Combination Plan' the easyJet Management Combination Incentive Plan
'Completion' completion of the acquisition
of the entire issued share capital of Newgo 1
Limited in accordance with the Acquisition
Agreement
'Credit Suisse First Boston' Credit Suisse First Boston (Europe)
Limited and any or all of its affiliates
'Directors' the Directors of the Company
'the Company' or 'easyJet' easyJet plc
'easyGroup' easy Group Limited
'easyJet Group' the Company and its subsidiary undertakings (including
easyJet Switzerland)
'easyJet Brand Licence' the brand licence
dated 5 November 2000 between easyGroup IP
Licensing Limited, easyJet UK, Stelios
Haji-Ioannou, easyJet and easyGroup (UK) Limited
under which, inter alia, easyGroup IP Licensing
Limited granted easyJet UK a right to use the
easyJet and other 'easy' branding livery
exclusively
'easyJet UK' easyJet Airline Company Limited
'Enlarged Group' the easyJet Group as
enlarged by the Acquisition
'Enlarged Share Capital' the issued share
capital of the Company as it will be following
the Rights Issue and completion of the
Acquisition
'Extraordinary General Meeting' the
extraordinary general meeting of the Company
expected to be convened for 17 June 2002
'Fully Paid Rights' rights to acquire Rights Issue Shares, fully paid
'Go' Go Fly Limited
'Go Group' Newgo 1 and its subsidiaries,
Newgo 2 and Go
'Issue Price' 265 pence per Rights Issue Share
'London Stock Exchange' London Stock Exchange plc
'Newgo 1' Newgo 1 Limited
'Newgo 2' Newgo 2 Limited
'Nil Paid Rights' Rights Issue Shares in nil
paid form provisionally allotted to Qualifying
Shareholders pursuant to the Rights Issue
'Non-CREST Shareholders' Shareholders who
hold Ordinary Shares in certificated form
'Ordinary Shares' the ordinary shares of 25p each in the share capital of
the Company
'Provisional Allotment Letter' the
renounceable provisional allotment letter to be
issued to Qualifying non-CREST Shareholders
(other than certain Overseas Shareholders) by
the Company in connection with Nil Paid Rights,
pursuant to the Rights Issue
'Qualifying Shareholders' holders of
Ordinary Shares on the register of members of
the Company at the Record Date with the
exception of certain Overseas Shareholders
'Record Date' expected to be the close of
business on 10 June 2002
'Resolutions' the ordinary and special
resolutions to be proposed at the Extraordinary
General Meeting
'Rights Issue' the offer by way of rights of
the Rights Issue Shares
'Rights Issue Shares' the new Ordinary
Shares to be issued in connection with the
Rights Issue
'Shareholder(s)' holder(s) of Ordinary Shares in the Company
'Underwriters' Credit Suisse First Boston
Equities Limited, UBS AG, acting through its
business group UBS Warburg, Salomon Brothers
U.K. Equity Limited
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