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Easyjet PLC — Capital/Financing Update 2019
May 21, 2019
5295_prs_2019-05-21_a289fa0c-be31-4928-b449-67586814ceb8.pdf
Capital/Financing Update
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SUPPLEMENT DATED 20 MAY 2019 TO THE OFFERING CIRCULAR DATED 5 FEBRUARY 2019

easyJet plc
(incorporated with limited liability in England and Wales) guaranteed by
easyJet Airline Company Limited
(incorporated with limited liability in England and Wales)
£3,000,000,000 Euro Medium Term Note Programme
This Supplement (the Supplement) to the Offering Circular dated 5 February 2019 (the Offering Circular), which comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive, constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 and is prepared in connection with the £3,000,000,000 Euro Medium Term Note Programme (the Programme) established by easyJet plc (the Issuer) and guaranteed by easyJet Airline Company Limited (the Original Guarantor). Terms defined in the Offering Circular have the same meaning when used in this Supplement. When used in this Supplement, Prospectus Directive means Directive 2003/71/EC (as amended or superseded), and includes any relevant implementing measure in a relevant Member State of the European Economic Area.
This Supplement is supplemental to, and should be read in conjunction with, the Offering Circular and any other supplements to the Offering Circular issued by the Issuer.
Each of the Issuer and the Original Guarantor accepts responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuer and the Original Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Purpose of the Supplement
The purpose of this Supplement is:
- (a) to incorporate by reference certain information from the Issuer's Half-year Report (as defined below);
- (b) to update the composition of the board of directors of the Original Guarantor; and
- (c) to update the no significant or material change statement in respect of the Issuer.
Document incorporated by reference
The information set out under the heading entitled "KEY STATISTICS" and the unaudited condensed consolidated interim financial information set out under the heading entitled "CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION" (including the notes thereto and the auditors' independent review report thereon) as contained within the half-year report and results 'Half-year Report' announcement of the Issuer in respect of its results for the six months ending 31 March 2019 (the Half-year Report), which was announced on the Regulatory News Service operated by the London Stock Exchange plc to the market on 17 May 2019, and has been filed with the Financial Conduct Authority, shall be incorporated in, and form part of, the Offering Circular.
Copies of all documents incorporated by reference in the Offering Circular and this Supplement can be obtained from the registered office of the Issuer and from the specified offices of the Paying Agents for the time being and have been made available at https://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.
Any documents themselves incorporated by reference in the document incorporated by reference into the Offering Circular by this Supplement shall not form part of this Supplement. Any non-incorporated parts of the document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in the Offering Circular. The content of websites or URLs referred to in this Supplement, or in the document incorporated by reference by virtue of this Supplement, does not form part of this Supplement or the Offering Circular.
Change to the board of directors of the Original Guarantor
Margaret Christine Browne resigned as a director of the Original Guarantor on 3 April 2019.
General Information - Significant or Material Change
The first paragraph under the heading "Significant or Material Change" on page 109 of the Offering Circular shall be deemed deleted and replaced with the following:
"There has been no significant change in the financial or trading position of the Issuer or the Issuer and its Subsidiaries (the Group) since 31 March 2019 and there has been no material adverse change in the financial position or prospects of the Issuer or the Group since 30 September 2018."
General Information
To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Offering Circular by this Supplement and (b) any other statement in or incorporated by reference in the Offering Circular, the statements in (a) above will prevail.
Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Offering Circular since the publication of the Offering Circular.
The date of this Supplement is 20 May 2019.