The Landing of Flybe

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Last updated: 2019-02-07 13:14 UTC
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The precursor to Flybe

Jersey European Airways (JEA) formed in 1979 as a merger between Jersey-based Intra Airways and Bournemouth-based Express Air Freight.

Walkersteel founder Jack Walker purchased JEA in 1983 through his Lancashire-based Walker Aviation Group, eventually merging with the group's own airline Spacegrand in 1985 and locating the headquarters at Exeter Airport.

Read more (external) 1978 - 1985


Main shareholder

In 2000 holding the post of JEA Chairman, sadly Jack Walker dies from illness. The Walker family trust maintained ownership of ≈48% of Flybe through Rosedale Aviation Holdings until selling all holdings in Nov 2013.

Read more
1986 - 2004


Rebranded as Flybe

A new partnership with Air France is formed in 2000 leading to a rebrand of JEA as British European (BE). Barry Perrott, Manging Director of 10 years leaves the company in 2002 shortly before the rebrand of BE to Flybe.

Read more (external)

A holding company for the website was formed prior to the rebrand

Read more (external)



Company Renaming

After several years of maintaining the Flybe brand the company names are updated.

Read more (external)

The Flybe Group company sees an additional rename following its IPO in 2010.

Read more (external)
2005 Dec 1


Flybe IPO

At the time of the IPO shares were issued at 295p valuing the company at £215m. Several investors took on large stakes. Perhaps most notable was the biomedical research charity, The Wellcome Trust who had bought a 4.96% stake by 12 Nov 2013 estimated to be worth over £5m. By 2016 they had grown this to 6.2%

Read more (external)
2010 Dec 10


Appointment of CEO

Interim CEO Simon Laffin steps aside as Christine Ourmieres‐Widener joins as CEO. Christine has an engineering background and has been worked at Air France KLM, Cityjet and American Express.

Read more

In the new year she is registered as a director for Flybe Group PLC and Flybe Limited.

Companies House - Christine Ourmieres‐Widener (external)

2016 Dec 20 - 7:00


Peter Hauptvogel

Peter Hauptvogel joins Flybe as Chief Information Officer. No announcement is made by Flybe about this appointment.

Hauptvogel has over 20 years of operational and IT experience in aviation, most recently with Thomas Cook Group Airlines where he was IT director, and previously as Air Berlin’s chief information officer. Read more on (external)

2017 Feb 15


CFO to step down

Today it is announced that Philip de Klerk the Chief Financial Officer, will leave on 1 October.

Read more 2017 Apr 18 - 7:00


CEO Retweets Share price News

CEO Retweets an article with a comment about investors cheering because of the increase in share price.

See on Twitter (external)

2017 Jul 26 - 17:42


CFO Leaves
Philip de Klerk

Today CFO Philip de Klerk leaves as reported back on 18 April. No RNS is released today about his leaving.

Companies House - Philip de Klerk (external)

2017 oct 1


Appointment of CFO

Today it is announced that Ian Milne will become CFO from 1 Nov, having been the interim CFO since August. Previously he worked at British Airways/International Airlines Group.

Read more

He joins the the directorship of Flybe Group PLC, Flybe Limited, and Limited on 2 Nov.

Companies House - Ian Milne (external)

2017 Oct 11


Digital Transformation

Press release is made about a new partnership with Amadeus having signed up for their Altea Suite, Amadeus e-Retail and Amadeus Anytime packages. Implementation is due to be completed by the end of 2018.

Read more on (external)

For such a technology related press release, surprisingly there is no mention of any CIO or CTO to drive the project.

2017 Nov 6


Share price before 2018

While there was a gradual decline in share price there was no existential threat to cause alarm for investors such as The Wellcome Trust.

Pre 2018


The turning point

Today sees a 40% rise in share price from 14:00 onwards.

2018 Feb 22 - 14:00


Statement re recent share price movement in Flybe Group plc

Stobart make an announcement in relation to the share price of Flybe.

The Board of Stobart Group notes the movement in the share price of Flybe and press speculation as to a potential takeover of Flybe Group Plc byStobart Group.
The Board of Stobart Group

Read more
2018 Feb 22 - 14:45


Leak of price sensitive information

Ben Martin an M&A correspondent at Reuters tweets though seems to forget to include a link to the article he has been working on.

See on Twitter (external)

Was he quick off the mark to spot the RNS or being cautious not to leak price sensitive information?

Looking at the metadata in html we can see exactly when it was posted.

Between 8 and 67 seconds after the Stobart RNS, was the tweet preplanned?

A follow up at 14:47:53

See on Twitter (external)
2018 Feb 22 - 14:46


Statement Regarding Media Speculation - Stobart

The board released a statement shortly before market close

Flybe confirms that it has not received any approach from Stobart Group regarding a possible offer by Stobart Group for Flybe.
The Board of Flybe Group plc

Make what could be interpreted as a contradictory statement

Flybe shareholders are strongly advised to take no action at this stage. There can be no certainty that any firm offer will be made nor as to the terms on which any firm offer might be made.
The Board of Flybe Group plc

Then set a deadline for this "non approach"

In accordance with Rule 2.6(a) of the Code, Stobart Group must, by not later than 5.00 p.m. on 22 March 2018
The Board of Flybe Group plc

Read more
2018 Feb 22 - 16:17


No offer from Stobart

The Board remains highly confident in the prospects of Flybe and believes that the Group continues to have an exciting future as an independent company.
The Board of Flybe Group plc

Read more
2018 Mar 22 - 07:18


Board Changes

Heather Lawrence joins as a non-executive director immediately joining the following committes:

  • Nomination
  • Remuneration
  • Audit
Read more

Companies House - Heather Lawrence (external)

She is to replace David Kappler who will retire following the AGM in September who is also the chair of the Audit Committee.

2018 May 11 - 7:00


Results for Year Ended 31 March 2018

The Chairman acknowledges it has taken longer than expected to improve fleet size

We have finally started to bring down the fleet size, freeing ourselves from unwanted legacy aircraft orders, and setting a route network better fitted to customer demand.
Simon Laffin (Non-Executive Chairman)

Identifies the main challenges

Yet a number of headwinds, particularly the fall in the value of sterling and investment in the new digital platform, have put our costs up.
Simon Laffin (Non-Executive Chairman)

Defines risk mitigation strategies. Though no further mentioned of the "new digital platform"

We enter into hedging contracts to manage the volatility of the price of fuel and the value of sterling. We are looking at all other aspects of our supply chain to identify savings.
Simon Laffin (Non-Executive Chairman)

With a positive outlook

Flybe plays a vital role in UK regional connectivity. The Board believes that our new leadership and differentiated competitive positioning, combined with a more customer- focused culture and control over our own fleet size, will deliver continued progress and position us well to drive sustainable profitable growth in the future.
Simon Laffin (Non-Executive Chairman) Read more
2018 Jun 19


New executive appointment and directorate change

Today it is announced that Timothy Anderson will be replacing Luke Farajallah as COO at the end of October.

Read more

As part of this he steps down from the board of Flybe Group PLC at the end of this month.

Companies House - Timothy Anderson (external)

2018 Jul 23 - 7:00


Current Position

55% of seats are already sold for Q2.

With hedging of fuel, currency and carbon for Q2 & H2 2018/19, as well as H1 2019/20.

This will be published in 3 days time in the Q1 2018/19 trading statement.

2018 Jul 23


IAG Appoints Vincent Hodder as LEVEL Chief Executive

Today IAG announce in a press release that Vincent Hodder will be the CEO of LEVEL. The only mention of Vincent Hodder's departure from Flybe is in November with less than one line in the 2018/19 Half year results. He starts at LEVEL in September according to Bloomberg.

Vincent joined flybe in December 2015 as Chief Revenue Officer and became Chief Strategy Officer in October 2017.

His new employers have very positive words about his work at Flybe.

He is currently working as chief strategy officer at UK regional airline Flybe where he was instrumental in turning around revenue performance and refining the strategic direction of the business.
International Airlines Group

Read more (external)

2018 Jul 25


Q1 2018/19 Trading Statement

With a record Q1 load factor of 81.3% a positive update is given

The year has started well. We are on track and looking forward to further progress towards sustainable profitability.
Christine Ourmières-Widener, Chief Executive Officer

Whilst confirming that the strategy is working

The improvement in our revenue per seat continues to demonstrate the success of our commercial strategy and the record load factors show that passengers value the benefits of regional connectivity with Flybe
Christine Ourmières-Widener, Chief Executive Officer

A positive update on the digital platform is also provided despite the fact that the CIO must have already put his notice in as he leaves sometime in September. Nothing is mentioned about his departure until November in the 2018/19 Half Year Results.

The implementation of the new digital platform is progressing well and is already being rolled out, to be operational in H2 2018/19.
Ian Milne, Chief Financial Officer

There is also no mention of Vincent Hodder leaving Flybe despite the press release yesterday by IAG.

Read more

2018 Jul 26 - 7:00



Appointments are planned ready for David Kappler's retirement after the AGM:

Liz McMeikan becomes Senior Independent Director and already on the following comittees:

  • Nomination
  • Audit
  • Safety and Security
  • Chair of the Remuneration

Heather Lawrence joins as Chair of the Audit Committee

Read more

2018 Jul 26 - 7:00


New Livery

Today the company twitter account tweets about new livery on the aircraft.

See on Twitter (external)

Surprisingly it fails to link to the article on the Flybe website identifying that the update is expected to take until 2025 at no additional cost.

Co-ordinated in line with its existing fleet re-painting and planned maintenance programmes, Flybe’s new white and purple livery will, as a result, be delivered at no extra cost to the business.
Flybe Group plc

Read more at (external)

2018 Sep 4



With a ≈57% shareholder turnout 16 items were voted on.

all of the resolutions were duly passed by shareholder
The Board of Flybe Group plc

Particularly interesting were some of the latter items.

Read more
2018 Sep 13


NED Leaves
David Kappler

Today non-executive director David Kappler leaves as reported back on 11 May. No RNS is released today about his leaving.

Companies House - David Kappler (external)

2018 Sep 13


CSO & CIO leave

Sometime during September both Vincent Hodder (CSO) Peter Hauptvogel (CIO) leave. Flybe announce their departure briefly in the November in the 2018/19 Half Year Results.

2018 Sep


Notification of Board Committee change

Chairman Simon Laffin joins the Safety and Security, he is already on the:

  • Nomination Committee
  • Remuneration Committee

Read more

2018 Sep 17 16:27


CEO retweets about interview with CNN

CNN interview is not aired until almost 2 months later on Nov 15.

See on Twitter (external)
2018 Sep 21 - 11:10


The slide begins

Following several months of stability around the 40p level the stock sees 800k in volume today and begins a slide that will never be recovered.

2018 Sep 25


£70.6m Cash

From the half year results to be published in Nov 14 we know the situation

  • Total cash of £70.6m, and free cash of £54.2m
  • All operating lease commitments and debt repayments paid

2018 Sep 30


Incorporation of DLP Holdings SARL

Today DLP Holdings is incorporated in Luxembourg. This is the holding company that holds equity in Wright Bid Co (Connect Airways) at its incorporation in December.

Luxembourg Business Register (external)

Their appears to have been delay between incorporation and publication as the document is not published until 30th October.

Registration Document (page 1)

It appears that the sole pupose of DLP Holdings is to hold Cyrus Capital's interest in Connect Airways suggesting that the plan of a consortium was known as early as 3rd October. Were the Flybe Board of Directors aware at this stage?

The delay until 30th October is significant as it is the latest day that the FCA could have been informed about the Flybe listing change. One may question if they misled both market and the regulators, or soley the market.

Over US$5m is injected into the company at incorporation by IH Holdings (Luxembourg:B208716).

Registration Document (page 20)

IH Holdings was incorporated in 2016 by six companies:

  • Crescent 1, LP (Delaware: 4405005)
  • CRS Master Fund, LP (Cayman Islands: OG-48687)
  • Cyrus Select Opportunities Master Fund, Ltd (Cayman Islands: OG-207145)
  • Cyrus Opportunities Master Fund II, Ltd (Cayman Islands: CR-11140)
  • Cyrus Canary Master Fund LP (Cayman Islands: OG-83535)
  • Cyrus Special Strategies Master Fund LP (Cayman Islands: OG-62684)
Registration Document (page 16)

Resolutions are passed at incorporation of DLP Holdings for two management companies

  • Trustmoore Luxembourg (Luxembourg: B156963)
  • Cyrus Capital Partners

Registration Document (page 21)

Trustmoore Luxembourg was incorporated in 2010 by two companies:

  • Facts Services (Luxembourg:B98790)
  • Trustmoore Coöperatief U.A. (Amsterdam:34324881)
Registration Document (page 19)

2018 Oct 3



The CEO identifies a softening in the market whilst being confident with progress and the future of the company.

Stronger cost discipline is starting to have a positive impact across the business, but we aim to do more in the coming months, particularly against the headwinds of currency and fuel costs. We continue to strengthen the underlying business and remain confident that our strategy will improve performance.
Christine Ourmières-Widener, Chief Executive Officer

Read more
2018 Oct 17 - 07:00


≈60% Drop in Shareprice

Though the H1 2018/19 trading update had identified that full year losses would be larger than expected there was an overall positive message in terms of loading factors and revenue per seat. The market appeared to have other ideas.

This marked the begining of a sequence of sell offs by the larger investors.
2018 Oct 17


FCA Informed on Listing Changed?

Today marks 20 business days prior to mention in the 2018/19 Half Year Results of a desire to change from a premium to a standard listing.

FCA handbook (Chapter 5) (external)

2018 Oct 18


Latest notification for FCA

Today marks 20 business days prior to the circular describing the listing change being published.

This is the latest day that the BOD could have informed the FCA of their intention.

FCA handbook (Chapter 5) (external)

2018 Oct 30


COO Leaves
Luke Farajallah

Today Luke (Louca) Farajallah leaves as reported back on 23 July. No RNS is released today about his leaving.

What is not clear with the 23 July RNS is that Luke was also a director on the board for Flybe Aviation Services Limited (FAS) not Flybe Group PLC.

Companies House - FAS Officers (external)

A point of note here is that FAS would appear to be owned by Flybe Limited, not Flybe Group PLC.

Companies House - FAS PSC (external)

2018 Oct 31


FAS Directors updated

Directors listed on Companies House are updated.

Companies House - FAS Officers (external)

Was this correcting a mistake and they picked up while updating the directorship for Luke?

2018 Oct 31


Fuel and USD hedged

By today further fuel (1.9%) and USD (0.7%) have been hedged. This is revealed in two days in the 2018/19 Half Year

As of 12th November 2018, we had purchased 96.9% of our anticipated fuel requirements at USD606 and 74.7% of our anticipated US Dollar requirements at USD1.35 for H2
Christine Ourmières-Widener, Chief Executive Officer.
Ian Milne, Chief Financial Officer

Recall back on 23 July it was said that 95% of fuel were hedged for H2 and 71% for H1 2019/20, though there is no mention of this H1 2019/20 figure in this update.

Two years of fuel prices in USD

See on (external)

Two years of GBP/USD

Two years of fuel prices in GBP

See on (external)

2018 Nov 12


Leak of price sensitive information

Mark Kleinman, City editor at Sky news and City AM columnist posts tweet to article 47 minutes after OTC markets in the USA close. He claims Flybe will be put up for sale tomorrow. This is the first tweet he makes about Flybe this year, there was no tweet prior, during or after the "non-approach" by stobart.

Though Flybe is not listed in the USA it is traded Over-The-Counter with trading open 9:30-16:00 EST Mon-Fri. The tweet is posted 21:47 GMT, 16:47 EST. The article has a later timestamp of 23:35 GMT, 18:35 EST

See on Twitter (external)
2018 Nov 13 - 21:47


2018/19 Half Year Results

Board exploring a switch to LSE Standard listing

This would have the benefit of allowing the Company greater flexibility when considering divestments, particularly to recycle cash
The Board of Flybe Group plc

They are also planning for the future 12 months out.

The directors have prepared a detailed trading budget and cash flow forecast for a period which covers at least 12 months from the date of this report.
The Board of Flybe Group plc

More seats have also been sold than this time last year

Q3 is showing a positive improvement with 63% of seats sold (Q3 2017/18: 59%).
The Board of Flybe Group plc

We also learn direct from Flybe that the CSO and CIO have left

Vincent Hodder, Chief Strategy Officer, and Peter Hauptvogel, Chief Information Officer have left the Company
The Board of Flybe Group plc

Read more
2018 Nov 14 - 7:00


Formal Sale Process as Part of Strategic Review

After a positive feeling from the half year results a surprise a few minutes later

undertaking a comprehensive review of the various strategic options open to it to address the current challenges facing the airline industry and maximise value for shareholders. These options include further capacity and cost saving measures, initiatives to strengthen the balance sheet and preserve cash resources, as well as a potential sale of the Company through the commencement of a "formal sale process"
The Board of Flybe Group plc

They appoint Evercore as a financial adviser. Did the CFO review the cash flow projections in advance of advisor appointments recognising their costs and payment terms?

Read more
2018 Nov 14 - 7:03


Record Daily Volume

By close of market ≈37m Flybe stocks had been traded, the largest daily volume for over 5 years.

The previous daily volume record was ≈39m on 2013-11-12 when then CEO Saad Hammad announced he would leave with immediate effect.

2018 Nov 14


Sale and Leaseback of property

After market close it was announced that part of the headqarters, Hangar 1 of the New Walker Hangar at Exeter International Airport has been sold. The buyer, Exeter & Devon Airport Limited paid £5m and would cost Flybe £10k/week to rent back

for a term of 25 years and an annual rent of £515,000 per annum
Andy Donald (Maitland/AMO)

Read more

This hanger was opened on 4 May 2006 at a cost of £12m. Read more (external)

2018 Nov 15 18:04


CNN Interview released

Watch video on CNN website (external)

The video recorded back on Sep 21 is released this evening by CNN. While the verbal message sounds positive the body language projects doubt and disbelief:

  • Looks down at ground "I want flybe..."
  • shakes head, shrugs shoulders "reference of a successful regional airline..."
  • Rapid lean back with shrug "great place to work for"

Viewing the metadata of the CNN page reveals the exact time of publication, 18:15:12 GMT (13:15:12 EST). Though the London markets have closed, OTC trading in the USA is still active.

2018 Nov 15 - 18:15:12


Record Hourly volume

Looking at both the 15th and 16th at hourly intervals as the video was published after UK markets had closed

Though there was no apparent response in stock price a new hourly volume record was set with ≈13m shares traded at 16:00. The majority being traded within just 5 minutes of the market closing on the 15th. Only 2017-06-16 came close to this record at ≈12m.

2018 Nov 15


Facility Extension - AKA mortgage a plane

Flybe Group plc announces that today Flybe Limited, a wholly-owned subsidiary, completed on an agreement with Norddeutsche Landesbank Girozentrale (NordLB) (the "Agreement") to release $5 million of funds secured against a Bombardier Q400 turboprop aircraft G-JEDW ("Aircraft"). The funds will be repaid over three years and are drawn from an existing facility that was agreed with NordLB in 2015. As at 31 October 2018 the net book asset value of the Aircraft is £4.7 million.
Andy Donald (Maitland/AMO)

This plane to be exact

Read more
2018 Nov 21 - 14:53


Awarded government PSO contract

Confidence in delivering on a public service obligation contract to provide services between LHR and NQY starting March 2019.

Read more (external)
2018 Nov 22


Leak of price sensitive information

Mark Kleinman posts a tweet identifying Virgin Atlantic as a buyer at 18:34 GMT (13:34 EST). In the USA OTC markets are closed for Thanksgiving Day. The timestamp of the article has been updated to 19:19 GMT (14:19 EST)

The article takes the narrative of rising oil prices and fails to mention that Flybe has already hedged 90% of the fuel needed for the next 12 months.

Rising oil prices and the weakening of sterling have put airlines under intense pressure, with a deepening industry price war accentuating the financial squeeze.
Mark Kleinman, City editor at Sky news and City AM columnist

See on Twitter (external)
2018 Nov 22 - 18:34


Statement Regarding Media Speculation

The Flybe board report they are in talks with more than just Virgin Atlantic.

confirms that Virgin Atlantic Airways Limited ("Virgin Atlantic") is one of the parties it is in discussions with as part of the formal sale process announced on 14 November 2018.
The Board of Flybe Group plc

Read more
2018 Nov 23 - 11:44


Reaction to tweet and RNS

In the time between Mark Kleinman's tweet yesterday after market close and prior to this RNS the stock price increased over 40%.

A large number of trades were performed 9 minutes prior to RNS.

2018 Nov 23


Flybe terminates contract with Monarch Aircraft Engineering Limited

With an offer to give jobs to affected employees while expanding FAS operations

Flybe are sympathetic to the many employees of MAEL who may be affected by the loss of work at MAEL and will be offering employment opportunities for engineers at Birmingham and Manchester, increasing the size of Flybe bases at those locations and benefitting from establishing our own comprehensive maintenance operations.
Flybe press office

Read more (external)
2018 Nov 27


Publication of Shareholder Circular
+ Notice of General Meeting

The board is determined to cut administrative costs by switching to a standard listing.

If the Proposed Transfer does not occur because Shareholders do not vote in favour of the Resolution, then the Company will continue to maintain its Premium Listing and will not benefit from the reduction in administrative costs generally and the greater degree of regulatory flexibility that a Standard Listing would provide.
[Part I (1) paragrah 3] Simon Laffin

Headwinds are identified

These headwinds have included cost pressures arising from higher fuel prices, adverse currency movements, weaker consumer demand in domestic and near-continent markets and general unfavourable macroeconomic conditions, in part impacted by the uncertainty caused by ongoing Brexit negotiations.
[Part 1 (2) paragrah 1] Simon Laffin

Yet this contradicts the statements made 2 weeks ago in the 2018/19 Half Year Results as the company has already:

  • Purchased 96.9% of the fuel for the next 12 months
  • Hedged 74.7% of USD for the next 12 months

Reassurance is provided that no core activities will be divested.

the Company intends to strengthen its cash reserves by undertaking a programme of asset disposals and other financing measures, including possible sales and lease-backs of engines and aircraft and divestment of non-core activities, alongside its more ordinary course fleet financing and trading activities.
[Part I (2) paragrah 3] Simon Laffin

Chapter 10 rules add friction and administration costs to the divesting process given the ≈£47.9m market capitalisation as of yesterday

If the ratio equals or exceeds 25%, the transaction is treated as a “class 1 transaction” which requires the transaction to be subject to shareholder approval
[Part I (2) paragrah 3] Simon Laffin

Chapter 10 FCA rules identify how the market capitalisation is calcuated

the figure used to determine market capitalisation is the aggregate market value of all the ordinary shares (excluding treasury shares) of the listed company at the close of business on the last business day before the announcement.
[LR 10 Annex 1 5R (5)] FCA Handbook, Chapter 10 -Significant transactions: Premium listing FCA handbook (Chapter 10) (external)

As of Nov 26 the directors hold 871,664 Ordinary Shares (0.4%) and will be voting in favour and recommends all shareholders do so too.

The Board considers that the Proposed Transfer is in the best interests of Shareholders as a whole and, accordingly, unanimously recommends that all Shareholders vote in favour of the Resolution at the General Meeting.
[Part I (9)] Simon Laffin

Part 2 provides a summary of the differences between standard and premium listings.

Companies with a Standard Listing are not required to comply with Chapter 12 of the Listing Rules, which applies to companies dealing in their own securities...

As set out in paragraph 4 of Part I, the Company has stated its intention voluntarily to continue to comply with the requirements of Chapter 12 of the Listing Rules. The Company will be free as a company with a Standard Listing to change its intentions at any time without prior shareholder approval.
[Part II (5)] Simon Laffin

Companies with a Standard Listing are not required to obtain the approval of shareholders for the cancellation of the listing.
[Part II (9)] Simon laffin

Read more
2018 Nov 27 - 15:07


Results of general meeting

Read more

Shareholders vote in an overwealming majority (99.72%) to support the transfer from a premium to a standard listing.

As per FCA rule 5.4A.4 (3) (b) only 75% majority is required

FCA handbook - Listing Rules (external)

With ≈65m votes and ≈217m vote rights only 30% of shareholders voted. Contrast this with the voting figures at the AGM.

  • Why did so few shareholders vote on such a significant corporate action?
  • Of those that did vote which way did they vote?

The 2017/18 Annual report released in june shows the holdings of the largest shareholders.

2017/18 Annual Report (page 61)

With ≈71% ownership it would appear that not all large shareholders voted.

FCA regulation DTR 5.1.2 (1) require notifications to be released if shareholders pass certain thresholds. By referring to the appropriate RNS' post June 14th it is possible to calculate with some level of certainty the number votes available to the large investors.

FCA handbook - Disclosure and Transparency Rules (external)

First however it is important to verify that the annual report holds the correct numbers.

According the the RNS releases ≈90% of flybe is held by the large investors. The annual report appears to be missing 3 large investors accounting for ≈20% of the voting rights. Further more it appears to overstate the Hoskings holding by 3%. There should be notifications available for each 1% change. Which of these values is correct?

By the EGM vote shareholding has changed significantly with large investors accounting for at most 50% of shareholders.

Still it is clear that not all large shareholders voted, in particular the numbers only begin to match vote results if Hoskings Partners did not vote.

What about retail shareholders? It would appear that few if any retail shareholders got the opportunity to vote. Shareholders who have contacted their brokers appear to have been told one of two messages:

  • The information was not issued by the company
  • The information did not suggest any corporate event
No RNS was released about an EGM that would trigger corporate event. However, the website refers to the RNS as information about an EGM.

2018 Dec 14 - 14:23


Large Investor Purchases & Sales

The flurry of RNS releases are difficult to interpret as they are released anything upto 4 days after the threshold has been crossed or reached. Plotting on the day of the condition shows that many were selling prior to the release of the 2018/19 Half Year results and on or after the H1 2018/19 Trading Update.

2018 Dec


A new company - Wright Bidco Limited

Today Morgan Lewis & Bockius LLP create a new company for Lucien Farrell (partner at Cyrus Capital) and Warwick Brady (CEO at Stobart group). Capital is split equally between DLP Holdings S.A.R.L (wholly-owned company of Cyrus Capital) and Stobart Avaiation Limited.

Read more
2018 Dec 18


Update on interest in Flybe Group PLC

Virgin Atlantic Limited ("Virgin Atlantic") confirms that it continues to review its options in respect of Flybe including potentially making an offer for Flybe.
Virgin Atlantic

RNS Downloaded from Flybe website, with the flybe logo at the top but written by Virgin Atlantic Limited

Read more
2018 Dec 19 - 7:12


Business as usual

Team raises money for Cancer Research UK

See on Twitter (external)
2018 Dec 20 - 16:51


Wright Bidco Limited changes name to Connect Airways Limited

View PDF

Companies House saves the PDF on their servers rather than generating a new PDF on request. Therefore opening the PDF in a text editor reveals the exact time of filing.

2019 Jan 10 - 12:19:47


Leak of price sensitive information?

Sky news posts a tweet at 20:28:57 GMT (15:28 EST) claiming a new airline group will be formed

See on Twitter (external)

With a follow-up tweet at 20:35:03 GMT (15:35 EST) that there will be a bid of Flybe will be announced tomorrow

See on Twitter (external)

12 Minutes later at 20:47:21 GMT (15:47 EST) Mark Kleinman posts a tweet with a link to his article claiming there will be a cut-price bid tomorrow with a mention of Cyrus Capital Partners. The timestamp of the article has been updated to 9:01 GMT 11 Jan

See on Twitter (external)

All of these tweets were posted prior to the OTC markets in the USA closing at 16:00 EST.

Mark's tweet raises questions:

  1. Does including the name Cyrus Capital Partners add any additional value to his story?
  2. What was the purpose of mentioning Cyrus Capital Partners?
  3. Was this information already in the public domain?
While Flybe, Virgin Atlantic and Stobart are well known brands, the general public is unlikely to be aware of Cyrus Capital Partners. Therefore one can only conclude that the inclusion of the name was for the purpose of identifying the source. The information was already in the public domain - for those that knew what they were looking for.

Published at Companies House back on 18 Dec was the Certificate of Incorporation for Wright Bidco Limited with two company directors along with their occupation:
  1. Lucien Farrell (Partner)
  2. Warwick Brady (Chief Executive Officer)
While one can only speculate on who knew what the underlying motive of the company at incorporation was, it is resonable to expect that automated search results were triggered when the company name change was filed earlier today. Without any prior knowledge 8 Hours is more than sufficient to perform internet searches to identify who the directors are.

First search result in Google with search term

"Lucien Farell" Partner

First two search results in Google with search term

"Warwick Brady" CEO

However, Mark failed to mention the name of the new consortium. Would the name of the new airline consortium not be more relevant for the general public?

This suggets Mark gained the information not from Companies House but rather an inside source.

2019 Jan 10 - 20:28:57


A New Airline

Knowledge of a new airline was in the public domain once filed to Companies House. This action would trigger any automated searches.

As the first media "leak" was not until after UK markets had closed there two questions:

  • Is it possible to identify any market response to this?
  • How was the market behaving prior to 12:19?

Looking at 2 days at 5 minute intervals, where the vertical cursor is aligned to the nearest interval for 12:19

Flybe with high volume after hours trade on 9th and to a lesser extent 10th.

Stobart (STOB) with ramping volume on 9th and large volumes before and after the name change.

Though not part of the new consortium, International Consolidated Airlines Group (ICAG) via its subsidiary Vueling Airlines, tomorrow purchases Flybe's Gatwick slots. Notice the alignment between the announcement and a turning point in the stock price, followed by large volumes in afternoon trade.

A new airline consortium would increase competition for Ryan Air (RYN). High volumes on the 9th and later in the afternoon of the 10th.

Also further competition for Easyjet (EZJ).

2019 Jan 10



Despite providing an update that only virgin is continuing talks an RNS prior to market open confirms the media speculation yesterday.

the Boards of Flybe and Connect Airways announce that they have reached agreement on the terms of a recommended cash offer for Flybe by Connect Airways pursuant to which Connect Airways will acquire the entire issued and to be issued share capital of Flybe.
The Board of Flybe Group plc

They value the company at £2.2m, shareholders (many of whom are also employees) will get 1p per share.

Connect Airways is a joint venture company the share capital of which is owned 40% by DLP Holdings, S.à. r.l., a company wholly-owned by funds managed by Cyrus, 30% by Stobart Aviation, a wholly-owned subsidiary of Stobart Group, and 30% by Virgin Travel Group Limited, a wholly-owned subsidiary of Virgin Atlantic, the holding company of Virgin Atlantic Airways Limited and Virgin Holidays Limited.
The Board of Flybe Group plc

Filings at companies house do not support this statement

The CEO blames:

  • "higher fuel costs" - Remember they've already purchased 90% of the fuel for the next 12 months
  • "currency fluctuations" - Remeber they've already hedged 52.6% of USD for the next 12 months
  • "uncertainties presented by Brexit" - So has everyone stopped flying because of uncertainties?

However, the industry is suffering from higher fuel costs, currency fluctuations and significant uncertainties presented by Brexit. We have been affected by all of these factors which have put pressure on short-term financial performance. At the same time, Flybe suffered from a number of legacy issues that are being addressed but are still adversely affecting cashflows.
Christine Ourmières-Widener, Chief Executive Officer

This is also the first communication identifying "adverse cashflows" and contradicts what has been on the Flybe website since the Stobart offer.

After resolving the major legacy issues, we can now focus all of our resources on making the business more resilient and customer-focused.
Flybe website - March 2018 (external)

Read more
2019 Jan 11 - 07:00


Recommendation of the Connect Airways Offer

taking into account Flybe's current difficult financial position and the expectation that the pressure on Flybe's cash flow will continue
The Board of Flybe Group plc

Less than 2 months ago the directors released their 2018/19 Half Year Results and had performed a cash flow forecast for a period covering at least 12 months. Recall There was no mention of being in a "difficult financial position".

Read more
2019 Jan 11 - 11:31


Transaction of slots at Gatwick Airport

Minutes before market close an RNS is released announcing the sale of Gatwick slots to Vueling Airlines for £4.5m. Note that Flybe Limited, not Flybe Group own the slots.

Flybe Group plc announces that today Flybe Limited, a wholly-owned subsidiary, signed an agreement with Vueling Airlines S.A. (the "Agreement") to receive a total of £4,500,000 (four-and-a-half-million pounds) in respect of slots at London Gatwick Airport.
The Board of Flybe Group plc Read more

No shareholder approval was required for this sale as it represents <13% of yesterday's market capitalisation of ≈£35m (216,656,776 shares, closing price 16.375GBX).

Though the transaction was below the Class 1 threshold it was above the Class 2 threshold.

Class 2 transaction: a transaction where any percentage ratio is 5% or more but each is less than 25%
[LR 10/4 10.2.2 (3)] FCA Handbook, Chapter 10 -Significant transactions: Premium listing

FCA regulations require notification to a Regulatory Information Service (RIS) such as an RNS to be released with certain information about the class 2 transaction.

A listed company must notify a RIS as soon as possible after the terms of a class 2 transaction are agreed.
[LR 10/9 10.4.1 (1)] FCA Handbook, Chapter 10 - Significant transactions: Premium listing FCA handbook (Chapter 10) (external)

While the RNS notes that there will be two payments it fails to identify:

  • how much is recievable immediately
  • how much is deferred
  • the terms of the arrangements
These are required details as per FCA 10.4.1 2 (c).

An example of what should have been released can be seen from Flybe back in May 2013 when exchanging Gatwick slots with EasyJet

Read more
2019 Jan 11 - 16:25


Timing of slot transaction

The market capitalisation at close was ≈£8m (216,656,776 shares, closing price 3.75GBX). Had the board attempted to sell the slots the next working day (Monday) it would represent 55% of the market capitalisation and therefore require a shareholder vote.

Given the highly regulated processes, how long had this divestment been planned for?

Notice there was no market response to the RNS in the final 5 minutes of trading.

2019 Jan 11


Switch to standard listing

After market close confirmation is posted that the transfer will take place on 17 Jan.

Read more
2018 Jan 14 - 17:40


Updated offer

Unable to satisfy the requirements of the previous Bridge Facility Agreement, a new agreement is reached which on the Jan 17 will turn Flybe Group PLC into little more than a shell company.

purchase by Connect Airways of the Group's main trading company, Flybe Limited (including Flybe Aviation Services Limited) and the digital company Limited for £2.8 million
The Board of Flybe Group plc

Along with funding to keep Flybe Limited (not Flybe Group PLC) a going concern until the long stop date of Feb 22.

a revised Bridge Facility of up to £20 million to provide funding to Flybe Limited, of which £10 million will be released today to support the business. In addition, a number of improved agreements with banks have also been reached today to improve liquidity.
The Board of Flybe Group plc

Being a premium listed company divestment worth more than 25% of the market capitalisation requires shareholder approval.

This sale represents 31% of yesterday's market capitalisation of ≈£8.9m (216,656,776 shares, closing price 4.12GBX) Hence the deal will not go through until after the switch in listing.

Flybe confirms that following its transfer to a Standard Listing which becomes effective on 17 January 2019, the Divestment will not require shareholder approval.
The Board of Flybe Group plc

Read more
2018 Jan 15 - 7:04


Tweet on legal action

Saturday today and Mark Kleinman posts a tweet and an article identifying that Hoskings will be persuing legal action against the directors.

See on Twitter (external)

According to the RNS releases the figure is closer to 16% rather than the 19% claimed in the tweet.

2019 Jan 19 - 10:06:26


Overview of offer to shareholders

Today an RNS is released to clarify the core asset divestment process.

On 15 January 2019, Flybe announced that it had agreed to sell all its operating businesses, Flybe Limited and Limited, to Connect Airways subject only to a limited number of conditions. These conditions are set out in section 5 of the share purchase agreement (the "SPA") between Flybe and Connect Airways.
The Board of Flybe Group plc

This appears to be the first mention of a share purchase agreement of SPA.

The SPA was also dependent upon Flybe Group plc moving to a Standard Listing, which was completed on 17 January 2019.
The Board of Flybe Group plc

Why was a standard listing required for the SPA? Given the FCA had to be notifed 20 days before intention to change listing, was it a coincidence that the process had already been performed?

Further information is given about what the purpose of the vote is though some may interpret this to be a mixed message given the doubt in the first bullet, followed by resonable assurance in the second bullet.

  • If the sale of the operating businesses is completed, Flybe Group plc will then be a non-trading entity with neither subsidiaries nor other material assets
  • The sale of Flybe's operating businesses is expected to complete before the Scheme vote
  • Once the sale completes, the Scheme vote will relate purely as to whether to approve an offer of 1p per Flybe Group plc share, payable direct to shareholders by Connect Airways.
The SPA was also dependent upon Flybe Group plc moving to a Standard Listing, which was completed on 17 January 2019.
The Board of Flybe Group plc

Read more
2018 Jan 24 - 7:00


Tweet on legal action

A week on from his last Flybe tweet Mark Kleinman posts another claiming Hoskings will call an EGM to vote Simon Laffin off the board.

See on Twitter (external)

2019 Jan 26 - 12:04:00


Response to Media Reporting

An RNS is released confirming Hoskings is seeking an EGM

Hosking Partners LLP has requested that the Company convene a general meeting to consider resolutions to appoint Eric Kohn as a Director of the Company and remove Simon Laffin as a Director of the Company
The Board of Flybe Group plc

Though no notice for an EGM appears to be given.

The Board continues to have full confidence in its Chairman, Simon Laffin, and believes that any independent scrutiny of its conduct will support the Board's decision-making
The Board of Flybe Group plc

Read more
2019 Jan 28 - 7:00


Large Investor Purchases & Sales

Further RNS releases on purchases and sales in the new year. As previous data is plotted based on the date of the condition not the RNS being released.

While T Rowe Price Associates have sold their entire stake a new private investor, Tinkler, takes a large stake. Meanwhile Everitt reduces his stake.

Many of the share holders are now under the 5% and 3% notification limit and therefore may have sold off their entire stake with no need of an RNS.

2019 Jan


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This site aims to collate relevant information available in the public domain to form an unbaised picture of events leading to the divestment of Flybe Group PLC core assets.

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