Statement
from Stelios in response to easyJet plc final
results (RNS)
posted: Nov 18, 2008
After extensive discussions with
the easyJet Board and having taken appropriate
professional advice at my own expense, I regret
to inform you that I as a director of easyJet PLC
I am unable to approve the annual accounts for
the following reasons. I am concerned about the
application of certain of the accounting policies
adopted by the board in a way that I believe is
at odds with current commercial realities and the
macro-economic climate. Their implications only
became obvious to me this year because of the acquisition
of GB Airways:
1) I believe it is more prudent for the company
to reverse the judgment that its entire business
represents a "single cash generating unit" (CGU)
for the purpose of testing goodwill and intangible
assets for impairment. Unlike a network airline
such as BA that has many passengers connecting
between 4 flights and paying one fare, I believe
a "point-to-point low cost" airline like
ours must monitor profitability by one-way flight,
by route and by aircraft. This would result in
the division of the business into "multiple
CGUs" in the same way as Ryanair monitors
its intangible assets for impairment. That way
we can also monitor the profitability of corporate
acquisitions such as GB Airways.
2) I believe the methodology by which easyJet
ascribed value on its own balance sheet to the
Gatwick landing slots that came for free with GB
Airways is based on optimistic assumptions about
future revenues, particularly in the current economic
climate. Given the fact that many airlines have
already ceased operating from Gatwick I believe
that slots will be freely available and hence it
will be more prudent not to create Gatwick slots
as an "intangible asset" on our own balance
sheet this year.
3) In our accounts we state the following: "the
fair value of Gatwick landing slots of £72.4
million and goodwill arising of £50.2 million
from the GB Airways acquisition". Assuming
the GB Airways Gatwick slots are not worth carrying
as assets on our balance sheet that increases the
goodwill from the GB acquisition to approximately £122.6m.
I believe this amount should be tested for impairment
annually as a separate CGU using the same NPV used
for the slots.
4) I believe that the aircraft owned by GB Airways
(7 Airbus A321 / one future delivery) which are
treated as assets held for sale in the balance
sheet should be written down to their estimated
market value. I have produced evidence found in
the Ryanair published accounts that their market
value has probably fallen since we first placed
them for sale in February, 2008.
Given the 4 points above, I am left without any
other options but to abstain from voting on the
accounts as a director of easyJet PLC. I am doing
so reluctantly but I believe it is in the interest
of all shareholders to be more prudent at the present
time.
On a separate matter I believe the dividend policy
of the company should be changed. We must pass
a board resolution to plan to pay a dividend by
say 2011 if the markets and the liquidity of the
company allow. Dividends must be planned several
years ahead as they compete for cash with capital
expenditure. It just makes good business sense
for every properly run, mature company to plan
to pay a dividend to its loyal shareholders one
day.
This statement would not be complete if I didn't
comment on the record, in an RNS so all shareholders
and potential shareholders have an equal opportunity
to read my views, about the recent speculation
in the media about my motivations for seeking to
appoint two more non-executive directors on the
board of easyJet. In fact I will simply quote again
part of the letter which I sent to the board last
Thursday 13 November 2008:
"We as the Controlling Shareholders, continue
to consider Sir Colin Chandler to be a suitable
Chairman for the Company. In fact we have been
impressed with the way he has been managing this
difficult situation on behalf of all shareholders.
We are also aware of the provisions of the Combined
Code on Corporate Governance concerning the independence
of Chairmen and given our publicly stated commitment
to adhere to the highest standards of corporate
governance, we do not wish to insist on the Chairman
of the Company being someone who is clearly not
independent. Accordingly, rather than exercise
the right for Stelios to act as Chairman pursuant
to Article 87.1, the Controlling Shareholders request
that, in addition to Stelios continuing to be a
non-executive director of the Company, Andrew Cooper
and Anthony Robb-John, both easyGroup employees,
initially be appointed as non-executive directors.
The particulars necessary for inclusion in the
register of directors of the Company for the proposed
directors are set out in the schedule to this letter.
We are however happy to agree to seek to find in
due course alternative nominated directors to Andrew
and Anthony following their appointment who are
more independent of easyGroup."
Last, but not least, I would like to place on
record that I believe that with careful cash management
and in particular more prudent capital expenditure
easyJet PLC and its shareholders will be THE winners
in European short haul aviation. We must focus
on cash flows forecasts and not on carrying more
passengers. I am happy that the board of easyJet
PLC works as it should do. In fact, during the
board meeting to approve the accounts we have reached
agreement that we will use the time between now
and the company's AGM to seek to agree whether
I shall appoint one or two additional non-executive
directors and who these would be. As to the details
of our future strategy, these are best discussed
in our boardroom in Luton and not in the newspapers.
End of statement
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