WEBJET LIMITED NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
8 April 2021
Notice under section 708A(12C)(e) of the Corporations Act 2001 (Cth)
Webjet Limited ABN 68 002 013 612 (Webjet or the Company) announced on 31 March 2021 that it had launched an offer of convertible notes due 2026 (Notes), which are convertible into fully paid ordinary shares in Webjet (Shares) to raise approximately AUD250 million (Offer).
Webjet gives this notice, together with the attached offering circular, to ASX as a notice under section 708A(12C)(e) of the Corporations Act 2001 (Cth) (Corporations Act) as it applies to Webjet, as notionally
inserted by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument
2016/82 (Instrument 2016/82).
The full terms of the Notes are set out in the attached offering circular. The Company confirms that:
- the Notes will be issued without disclosure under Part 6D.2 of the Corporations Act;
- this notice, together with the attached offering circular, comprises a notice under section 708A(12C)(e) of the Corporations Act in respect of the Notes, as inserted by ASIC Instrument 2016/82; and
- this notice complies with section 708A(12D) of the Corporations Act as inserted by Instrument 2016/82.
No offer
This notice does not constitute an offer of any Notes for issue or sale, or an invitation to subscribe for or purchase any Notes and is not intended to be used in connection with any such offer or invitation.
Effect of the Offer on the Company
The Notes will be debt obligations of the Company. The aggregate principal amount of the Notes to be issued is AUD250 million. The effect of the issue on the Company will be to increase its total liabilities by that amount. Please refer to the "Capitalisation and Indebtedness" section of the offering circular which includes a proforma consolidated statement of financial position assuming the Offer occurred on 31 December 2020.
Rights and liabilities attaching to Notes and Shares
The rights and liabilities attaching to the Notes are contained in the "Terms and Conditions of the Notes" section of the offering circular.
A summary of the rights and liabilities attaching to Ordinary Shares is contained in the "Rights and Liabilities of Ordinary Shares" section of the offering circular. Rights and liabilities attaching to Notes and Shares may also arise under the Corporations Act, the ASX Listing Rules, the Company's constitution and other laws.
Webjet Limited ACN 002 013 612 | Page 1 of 5 |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
Compliance with disclosure obligations
As a disclosing entity, the Company is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. Copies of documents lodged with ASIC in relation to the Issuer are available to the public and may be purchased by calling the ASIC Customer Contact Centre on +61 1300 300 630, or via the ASIC Connect website and can be obtained from, or inspected at, an ASIC office. Certain of these documents can also be obtained from www.asx.com.au and the Issuer's website https://www.webjetlimited.com/asx-announcements/, together with other market announcements.
In addition, a copy of the following documents may be obtained free of charge by any person upon their request prior to the Closing Date (as defined in the attached offering circular):
- the Company's annual and half-year reports most recently lodged with ASIC (being the audited consolidated annual financial reports of the Group for the financial year ended 30 June 2020 and for the half-year ended 31 December 2020); and
- any continuous disclosure notices given by the Company after the lodgement of the Company's audited consolidated annual financial report for the financial year ended 30 June 2020 and before lodgement of this document with the ASX. Those announcements are recorded below.
Date | Announcement |
08/04/2021 | Becoming a substantial holder |
08/04/2021 | Change in substantial holding |
07/04/2021 | Appendix 2A |
01/04/2021 | Appendix 3B |
01/04/2021 | Webjet successfully prices AUD250 million convertible notes |
31/03/2021 | Webjet announces AUD250 million convertible notes offering |
25/03/2021 | Appendix 3Z |
18/03/2021 | Locktrip investments |
18/03/2021 | UBS Sydney investor presentation - B2B revisited |
18/03/2021 | UBS Sydney investor presentation - B2B transformation |
Webjet Limited ACN 002 013 612 | Page 2 of 5 |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
Date | Announcement |
12/03/2021 | S&P DJI Announces March 2021 Quarterly Rebalance |
01/03/2021 | Appendix 3X |
01/03/2021 | Board Appointment and Resignation |
25/02/2021 | Change in substantial holding |
17/02/2021 | Update - Dividend/Distribution - WEB |
17/02/2021 | 1H21 Investor presentation |
17/02/2021 | 1H21 ASX release |
17/02/2021 | Appendix 4D and half year financial results |
09/02/2021 | UPDATED HY21 Results Call Briefing |
15/01/2021 | Webjet Limited Investor Briefing Call Details |
17/12/2020 | Change in substantial holding from MUFG |
04/12/2020 | Change in substantial holding from MUFG |
01/12/2020 | Appendix 3B |
01/12/2020 | Cleansing Notice - Convertible Notes |
24/11/2020 | Results of Consent Solicitation |
17/11/2020 | Consent Solicitation |
16/11/2020 | Change in substantial holding from MUFG |
10/11/2020 | Appendix 3G |
6/11/2020 | Change in substantial holding from MUFG |
5/11/2020 | Change in substantial holding from MUFG |
Webjet Limited ACN 002 013 612 | Page 3 of 5 |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
Date | Announcement |
22/10/2020 | Results of Meeting |
22/10/2020 | Chair address and MD presentation |
13/10/2020 | Ceasing to be a substantial holder |
30/09/2020 | Change in substantial holding from MUFG |
25/09/2020 | Becoming a substantial holder |
18/09/2020 | Ceasing to be a substantial holder |
18/09/2020 | Notice of Annual General Meeting/Proxy Form |
17/09/2020 | Becoming a substantial holder |
16/09/2020 | Becoming a substantial holder |
16/09/2020 | Ceasing to be a substantial holder |
15/09/2020 | Becoming a substantial holder |
14/09/2020 | Appendix 3Y - Roger Sharp |
14/09/2020 | Appendix 3Y John Guscic |
11/09/2020 | Ceasing to be a substantial holder |
07/09/2020 | Becoming a substantial holder |
04/09/2020 | Becoming a substantial holder |
02/09/2020 | New Long Term Incentive plan |
01/09/2020 | Change in substantial holding from CBA |
25/08/2020 | Ceasing to be a substantial holder |
20/08/2020 | Becoming a substantial holder |
Webjet Limited ACN 002 013 612 | Page 4 of 5 |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
Date | Announcement |
19/08/2020 | Change in Year End to 31 March |
19/08/2020 | Update - Dividend/Distribution - WEB |
19/08/2020 | Appendix 4G and Corporate Governance Statement |
19/08/2020 | 2020 Annual Report |
All written requests for copies of the above documents should be addressed to the Issuer at the address set out in the directory at the end of the offering circular. These documents, and all other regular reporting and disclosure documents of the Issuer, are also available electronically on the websites of the ASX at www.asx.com.au and the Issuer at https://www.webjetlimited.com/
Consents
Each of the persons named in this notice and the attached offering circular has consented to the inclusion of each statement it has made in the form and context in which the statement appears in this document and the offering circular (as applicable), has consented to the references to those statements in the form and context in which they are included in this document and has not withdrawn those consents as at the date of this notice.
Authorised for release by John Guscic, Managing Director.
* * *
DISCLAIMER
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY, OR SOLICITATION OF AN OFFER TO SELL, ANY SECURITIES AND NO SUCH OFFER, SOLICITATION, PURCHASE OR SALE SHALL BE MADE IN THE UNITED STATES OR ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF ANY SECURITIES WILL BE MADE IN THE UNITED STATES.
Webjet Limited ACN 002 013 612 | Page 5 of 5 |
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