Friday, February 8, 2013

■ KENYA: Fly540 disputes Fastjet's claim that its owns 540 Aviation; maintains it is "independent of Fastjet".

Fly540 Ghana
Don Smith's Five Forty Aviation Limited has issued its own statement on yesterday's Fastjet statement issued on behalf of David Lenigas, Fastjet's boss. The update seeks "to correct the factual inaccuracies contained in the statement issued by FastJet". Smith asserts that, contrary to Lenigas' claims, brand licence agreements do in fact exist.

(For ease of reading and to provide continuity in this ongoing soap opera, we will post Fastjet's assertions followed by Fly540's response.)

fastjetFastjet: In response to recent misleading press reports, David Lenigas, Chairman of fastjet plc and Chairman of Five Forty Aviation Limited (Kenya) ("Fly540 Kenya"), confirms that there is no valid Brand Licence Agreements, Franchise Agreements or Management Agreements between Fly540 Kenya and Fastjet or any other Fly540 associated Companies in Africa.

Statements made by Don Smith from Kenya, a director of Fly540 Kenya, suggesting he has the right to withdraw the Brand are absolutely wrong and without foundation. The Board of Directors of Fly540 Kenya has never met to even consider this issue. Source [fastjet]

fly540540 Aviation: Rights to Fly540 brand 540 Aviation asserts that licencing agreements exist between Five Forty Aviation Limited and FastJet’s Africa Operations: Fly 540 Angola – Sociedade de Aviação Civil SARL (“Fly540 Angola”), 540 Ghana Limited (“Fly540 Ghana”) and Fly540 (T) Limited (“Fly540 Tanzania”), and that these agreements are in writing and are evidenced in various confirmed financial statements. Lonrho Aviation (BVI) Ltd cannot produce written proof that it has held the sole and exclusive rights to the Fly540 brand, and its claim to have held these rights “for a number of years” is a complete falsehood.

FastJet’s Africa Operations, previously Lonrho Aviation (BVI) Ltd, have been licencing the Fly540 brand from Five Forty Aviation since 2008. FastJet’s Africa Operations now fly three Fly540 branded planes in Angola and two in Ghana. It flew two planes using the Fly540 brand in Tanzania until November 2012.

fastjetFastjet: Don Smith and his partners have been paid all amounts due to them, a total sum of US$6.75m.  Mr Smith certified in a document signed by him on 24 July 2012 that, other than specified liabilities as set out in the document, there is no other liability or indebtedness due to him or any entity controlled by him.  There has never been any agreement that Lonrho Aviation would pay Mr Smith a further sum of US$7m.  The purchase of Five Forty Aviation Limited has been fully consummated." Source [fastjet]

fly540540Aviation: Control of Five Forty Aviation Limited: The latest returns from the Registrar of Companies in Nairobi, as supplied by Anjarwalla and Khanna, the lawyers acting on behalf of FastJet, on 30 January 2013, show that the shareholders of Five Forty Aviation Limited comprise 530 Investments Ltd (the investment vehicle of Don E Smith), owning 1,999 shares (representing 51% of the Company), and Lonrho Africa (holdings) Limited, owning 1,923 shares (representing 49% of the Company).

FastJet’s statement is incorrect in claiming that it acquired Five Forty Aviation through its acquisition of Lonrho Aviation (BVI) Ltd. Interested parties are invited to read FastJet’s listing document (available from FastJet’s website), which clearly states that it was to acquire only a 99% economic interest in Five Forty Aviation. It was never to acquire control of Five Forty Aviation.

As all the conditions of the acquisition were not met, FastJet did not gain a 99% economic interest in the Company. Five Forty Aviation remains majority owned by 530 Investments Ltd and maintains its independence from FastJet. Copies of all licence agreements and returns of the Registrar of Companies in Nairobi are available on request.
Source [aviator.aero]

Stay tuned for yet another likely press release from Fastjet tomorrow regarding Mr Smith's remarks.