SKYW Skywest Air

TIDMSKYW

RNS Number : 6547Y

Skywest Airlines Limited

26 February 2013

ASX: SXR

AIM: SKYW

26 February 2013

SKYWEST AIRLINES LTD.

("Skywest" or "the Company")

DESPATCH OF SCHEME DOCUMENT TO SHAREHOLDERS

The Board of Directors (the "Directors") of Skywest refers to the joint announcement made by the Company and Virgin Australia Holdings Limited ("Virgin Australia") on 6 December 2012 in relation to the receipt of formal approval from the Securities Industry Council of Singapore for the terms of Virgin Australia's proposal to acquire 100% of the issued ordinary shares in the capital of the Company, to be undertaken through Virgin Australia's wholly-owned subsidiary, VAH Newco No. 2 Pty Ltd (the "Offeror"), by way of a scheme of arrangement under Section 210 of the Companies Act (Chapter 50 of Singapore) and in accordance with the Singapore Code on Take-overs and Mergers (the "Scheme").

The Directors wish to announce that the Company has today despatched to the shareholders of the Company (the "Shareholders") a scheme document dated 26 February 2013 (the "Scheme Document") containing, inter alia, full details of the Scheme (including the Virgin Australia's letter to the Shareholders, the advice of the independent financial adviser to the Directors (the "IFA") and the recommendation of the Directors in respect of the Scheme).

The Scheme Document contains the notice of a meeting of the Shareholders (the "Scheme Meeting") which is convened by the High Court of Singapore for the purpose of seeking Shareholders' approval for the Scheme. Shareholders are advised to note the following important dates, time and place in respect of the Scheme Meeting and completion of the transaction:

 
 
 Last date and time for lodgment of        :    10 March 2013 at 
  voting instruction forms for the               10.00 a.m. (Singapore 
  Scheme Meeting for CHESS and CREST             time) 
  depository interest holders 
                                            : 
  Last date and time for lodgment of             11 March 2013 at 
  proxy form for the Scheme Meeting              10.00 a.m. (Singapore 
                                                 time) 
 Date and time of Scheme Meeting           :    13 March 2013 at 
                                                 10.00 a.m. (Singapore 
                                                 time) 
 Place of Scheme Meeting                   :    510 Thomson Road 
                                                 #12-04 SLF Building 
                                                 Singapore 298135 
 Expected Court Hearing Sanction Date      :    27 March 2013 
 Expected date of notice of Books          :    28 March 2013 
  Closure Date 
 Expected last day of trading of Skywest   :    28 March 2013 
  Shares on AIM and ASX and subsequent 
  suspension of trading 
 Expected Books Closure Date                    9 April 2013 at 5.00 
                                                 p.m. (Singapore time) 
 Expected Effective Date                   :    12 April 2013 
 Expected date of cancellation of          :    12 April 2013 
  trading of Skywest Shares on AIM/ASX 
 Expected date for payment of Scheme       :    22 April 2013 
  Cash and Securities Consideration 
 Expected date of admission to and         :    23 April 2013 
  commencement of trading on ASX of 
  the Virgin Australia Consideration 
  Shares 
 

Save for the last dates and times for lodgement of Proxy Forms and Voting Instruction Forms and the date and time of the Scheme Meeting, the above timetable is indicative only and may be subject to change. For the events listed above which are described as "expected", please refer to future announcement(s) by the Company on AIM and/or ASX for the exact dates and times of these events.

Shareholders who do not receive the Scheme Document within a week from the date of this announcement may obtain a copy of the Scheme Document and any related documents during normal business hours on any day prior to the date of the Scheme Meeting from the registered office of the Company in Singapore at 510 Thomson Road, #12-04 SLF Building, Singapore 298135. Alternatively, Shareholders may write to the Company at the same address to request for the Scheme Document and any related documents to be sent to them at an address in Singapore, Australia or the United Kingdom by ordinary post at their own risk, up to five (5) market days prior to the date of the Scheme Meeting.

An electronic copy of the Scheme Document is also available on the shareholders section of the Company's website at http://www.skywest.com.sg/.

Shareholders are urged to read the Scheme Document in its entirety, including the recommendation of the Directors and the advice of the IFA, before making any decision on how to vote on the Scheme.

Shareholders should note that upon the Scheme becoming effective and binding, the entire share capital of the Company will be owned by the Offeror and Skywest will make applications to cancel the listing and quotation of Skywest shares on AIM and ASX and cancel the trading in CREST DIs on AIM and in CHESS DIs on ASX.

The Directors (including any who may have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated and all the opinions expressed in this announcement are fair and accurate and that no material facts have been omitted from this announcement, the omission of which would make any statement in this announcement misleading, and the Directors jointly and severally accept full responsibility accordingly.

Where any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure through reasonable enquiries that such information is correctly extracted from such sources or, as the case may be, reflected or reproduced in this announcement.

Issued by:

SKYWEST AIRLINES LTD.

26 February 2013

Any enquiries relating to this Announcement or the Scheme should be directed during office hours to:

Skywest Airlines Ltd

   Jeff Chatfield, Executive Chairman                                                   +65 9735 4151 

Nominated Adviser

James Joyce, W H Ireland Limited +44 (0)207 220 1666

Company Stockbroker

W H Ireland Limited +44 (0)207 220 1670

Financial Public Relations

Bishopsgate Communications +44 (0)207 562 3350

Nick Rome

skywest@bishopsgatecommunications.com

Media Enquiries in Australia

Brian O'Dwyer +65 6252 2077

Websites

www.skywest.com.au

www.advent.com.sg

www.skywest.com.sg

This information is provided by RNS

The company news service from the London Stock Exchange

END

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