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Fastjet PLC: Transactions Increase Equity By Up To Us$50 Million

29-Sep-2017 BRAND LICENCE AGREEMENTS ENABLING EXPANSION OF FASTJET BRAND INTO SOUTH AFRICA AND MOZAMBIQUE

AGREEMENT IN PRINCIPLE FOR THE LEASE OF THREE ATR 72-600 AIRCRAFT WITH AN OPTION TO PURCHASE TO SUPPORT GROWTH ACROSS EXISTING MARKETS AND ENTRY INTO SOUTH AFRICA AND MOZAMBIQUE

Highlights:

  • The Stabilisation Plan that commenced late last year has been successfully executed with the Company on track to reach its target of cashflow breakeven in Q4 2017.
  • The Company has made material progress in the past 12 months placing the business on a substantially more stable platform

o  Increased revenue and decreased costs;

o  Monthly profitability has been achieved by Tanzanian operations; and

o  The Company has had its first cash-flow positive month in Zimbabwe in August 2017.

  • fastjet has phased out all expatriate staff, concluded the closure of its Gatwick head office and successfully migrated the Head Office from the UK to South Africa.
  • As a result, fastjet today announces a proposed fundraising to support its growth initiatives by way of an accelerated book build and a subscription to raise gross cash proceeds of not less than US$44m, which is strongly supported by the Company's major institutional shareholders, including Solenta Aviation Holdings Limited ("SAHL") who will increase their holding and become a 29.9% shareholder in fastjet post the fundraising.
  • As part of its growth initiatives the Company will enter into a number of agreements to expand into South Africa and Mozambique

o  Brand licence agreement with Federal Airlines (Pty) Ltd ("Fedair"), an established profitable airline with a fleet of four owned aircraft, operating 17 aircraft and with a South African air operator's certificate ("AOC"); and

o  Brand Licence Agreement with Solenta Aviation Mozambique Ltd ("SAM"), a business currently operating charter services in the Oil and Gas industry within the country and utilising its existing AOC in Mozambique for the launch of fastjet Mozambique.

  • fastjet will also enter into an additional agreement giving it access to three ATR 72-600 aircraft for 10 years equipping fastjet with the appropriate aircraft to benefit from these new market opportunities.
  • As part of its expansion plans, the Board has also decided it intends to evaluate a dual listing of the Company on the AltX market of the Johannesburg Stock Exchange in the next 12 months.
  • The fundraising together with the new agreements will allow fastjet to expand its brand network to now cover South Africa, Mozambique, Zimbabwe, Tanzania and Zambia as well as diversify revenue streams and lay the foundations for future profitable growth in a major step forward in fastjet's long term ambition to become the leading pan African low cost airline.

Details of the transactions:

a)    Brand Licence Agreement with Fedair, an established profitable airline with a South African AOC:

  • Fedair is a business with a fleet of four owned aircraft; operating 17 aircraft;
  • It is the market leader of air services to the South African safari industry with 16 routes;
  • Agreement allows fastjet to receive royalty income from Fedair's future revenues after Admission (as defined below);
  • Enables expansion of the fastjet brand across the existing Fedair network of destinations including Zimbabwe, South Africa and Mozambique;
  • Provides a regulatory-compliant growth platform for route expansion under the fastjet brand within South Africa;
  • fastjet aims to stimulate demand and gain share on certain routes as well as adding 10 destinations to fastjet's own route network; and
  • Operations are expected to commence in Q4 2017/Q1 2018.

b)    Brand Licence Agreement with SAM utilising its existing AOC for the launch of fastjet Mozambique:

  • SAM currently operates charter services in the Oil and Gas industry within the country;
  • SAM's existing AOC allows for immediate and low cost entry into the Mozambique market and the opportunity for local overhead cost sharing; and
  • Operations are expected to commence in October 2017.

c)    Letter of Intent relating to the lease of three ATR 72-600 aircraft, with an option to purchase ("ATR LOI"), with Abric Leasing Limited ("ACIA"), a company forming part of the ACIA Aero Capital group of companies, equips fastjet with the appropriate aircraft to successfully implement its growth plans:

  • entitles fastjet to the use of three ATR 72-600 aircraft for 10 years;
  • the ATR72 has been identified as suitable aircraft type matching capacity to demand; and
  • the three aircraft are to be deployed over the next six months in South Africa, Tanzania and/or Mozambique.

d)    fastjet also announces:

  • a proposed fundraising (the "Fundraising"), to fund its growth plans and its aircraft and licencing costs, comprising:

i. a placing by way of an accelerated book build to raise gross cash proceeds of not less than US$28.0m (the "Placing") at a price of 20 pence per share (the "Placing Price"); and

ii.                a subscription by Solenta Aviation Holdings Limited, who has agreed to subscribe for 60,634,329 shares at the Placing Price ("Solenta Subscription Shares") for proceeds of US$16.2m and will increase their holding to become a 29.9% shareholder in fastjet following the completion of the proposed Fundraising ("Solenta Subscription").

e)    Placing Price of 20 pence per share is a 6.98% discount to the closing price of the Company on 28 September 2017. The expected total number of new shares multiplied by the Placing Price of 20 pence per share increases the equity value of the Company by up to US$50.0m.

f)     The board of directors of the Company ("Board") believes these various agreements and the Fundraising will:

  • provide fastjet with the necessary infrastructure, geographical presence and aircraft to move into growth post the successful implementation of its "Stabilisation Plan" and reaching cash flow break even;
  • further improve the cash profile of the business;
  • provide a viable strategy for fastjet's entry and growth into the South African and Mozambique markets; and
  • provide further working capital to strengthen the business in its growth ambitions and provide the flexibility to pursue new strategic opportunities as they arise.

g)    Announcement of Company's intention to create an employee share incentive plan representing less than 5% of the enlarged issued share capital post Fundraising.  The share incentive plan is designed to fully align the medium to long-term interest of the new constituted management team with that of shareholders, and the Board will seek appropriate external advice before implementing the plan. The Company has established an employee benefit trust (the "EBT") that will subscribe for shares ("EBT Subscription Shares") at the par value of 1 pence per share ("EBT Subscription"), such shares to be used in connection with the incentive plan.

Nico Bezuidenhout, CEO, commented:

"fastjet has made substantial progress in implementing the Stabilisation Plan launched when I joined the business and this is evident in the H1 2017 results we have announced today.  With a newly reconstituted management team, who collectively have substantial African and global aviation experience, and the building blocks of brand ownership and regulatory compliant access into growth markets in place, I have every confidence that fastjet will continue to successfully compete in a continent expected to contain seven of the world's ten fastest growing aviation economies over the next two decades. The announcements made today, which will see fastjet expand our network of destinations to cover South Africa, Mozambique, Zimbabwe, Tanzania and Zambia, will not only diversify our revenue streams and cement our East and Southern African position but will also lay the foundation for fastjet's future growth as we seek to expand our African footprint and realise our pan-African ambitions"

This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation (EU) No.596/2014.

Expected timetable of principal events

Event

Date

Circular sent to Shareholders convening the General meeting

2 October 2017

Latest time and date for receipt of Forms of Proxy for the General Meeting

16 October 2017 at 10.00 a.m.

Date and time of General Meeting

18 October 2017 at 10.00 a.m.

Admission ("Admission") and commencement of dealings in the Solenta Subscription Shares, EBT Subscription Shares and Placing Shares (together, the "New Shares")

19 October 2017

CREST accounts credited with New Shares

19 October 2017

The times and dates set out in the table above and mentioned throughout this announcement are indicative only and may be adjusted by the Company (in consultation with Liberum Capital Limited) with any amendments to the expected timings announced via a regulatory information service.