fastjet, the low-cost African airline, is pleased to announce that, at the General Meeting held earlier today, resolutions 1 (Authority to allot and issue shares and disapply pre-emption rights for the purposes of the Equity Refinancing, the Open Offer and the AAR Settlement Agreement) and 2 (Ongoing authority to allot and issue shares) set out in the Notice of General Meeting were duly passed. Resolution 3 (Ongoing disapplication of pre-emption rights) was withdrawn and accordingly was not passed.
The Company is also pleased to announce that the Open Offer, which closed for acceptances at 10.00 a.m. today, has conditionally raised £551,719.79. Valid acceptances have been received from Qualifying Shareholders in respect of 55,171,979 New Ordinary Shares. Qualifying Shareholders who have validly applied for Open Offer Shares will, subject to the Open Offer becoming unconditional in all respects, receive their full Open Offer application. The Open Offer has provided Shareholders with the opportunity to maintain their interest in the Company on a pro rata basis and thus avoid any dilution as a result of completion of the Equity Refinancing.
Update on satisfaction of the conditions relating to the Equity Refinancing and Open Offer
As announced by the Company on the 16 November 2018 (the "16 November Announcement"), the Equity Refinancing and Open offer are conditional upon, inter alia:
(i) the Solenta Subscription Letter becoming unconditional in all respects (as further described below); and
(ii) the Placing Agreement not having been terminated in accordance with its terms prior to Admission.
Completion of the Solenta Subscription Letter remains conditional on, amongst other things, satisfaction of the GECAS Condition, namely execution of the GECAS Settlement Agreement pursuant to which GECAS shall amend the existing leases of the two Embraer 190s leased to fastjet Africa. Despite considerable efforts, the GECAS Condition has not yet been satisfied. The Company is continuing to take action with a view to enabling the GECAS Condition to be satisfied in the next seven days. Accordingly, it has deferred application for the admission of the New Ordinary Shares to be issued pursuant to the Equity Refinancing and the Open Offer to trading on AIM.
The Company continues to review its current cash requirements and is able to continue operating until 14 December 2018. The headroom available allows the Company further time to find a solution to the GECAS Condition. As at 6 December 2018, the Group had cash balances of US$ 6.8 million, of which US$ 6.4 million is restricted cash held inside Zimbabwe.
Whilst discussions to date with the relevant stakeholders have been positive, discussions are ongoing and there can be no guarantee of a successful outcome. If the Company is unable to satisfy the GECAS Condition, the Equity Refinancing and Open Offer will not complete and the Group would be unable to continue trading as a going concern. The Directors would have no choice but to formally engage insolvency practitioners to explore restructuring options (including administration) and to commence discussions with interested parties for the sale of the business and assets of the Company.
The Company will provide further updates as appropriate. Definitions used in this announcement are the same as those used in the 16 November Announcement unless the context otherwise requires.