Success of Air France-KLM’s €750 million notes issue

Press release

Success of Air France-KLM’s €750 million notes issue

Roissy (France), 10 January 2020 – Air France-KLM (the “Company”) (Euronext Paris: FR0000031122) announces today the successful placement of an issue of €750 million senior notes (the “Notes”), with a 5-year maturity and bearing coupon at an annual rate of 1.875%. The net proceeds of the issue will be used to fund all or part of the tender offer on three series of existing notes launched and announced by the Company on 6 January 2020 (the “Tender Offer”), as well as general corporate purposes of the Company. The indicative date for the expiration of the Tender Offer is scheduled for 13 January 2020. The results of the Tender Offer will be announced on 14 January 2020 and the settlement date for the Tender Offer and the issue of the Notes is scheduled for 16 January 2020.

This transaction is part of the Company’s ongoing dynamic management of its balance sheet structure. This new issue, combined with the Tender Offer, will contribute to reduce the overall cost of debt of the group and extend its maturity profile.

Investor Relations Olivier Gall+33 1 49 89 52 59olgall@airfranceklm.com   Wouter van Beek+33 1 49 89 52 60Wouter-van.Beek@airfranceklm.com Press  +33 1 41 56 56 00

Disclaimer

This press release does not constitute an offer to subscribe the Notes nor an invitation to participate in the Tender Offer in or from any country or jurisdiction to whom or in which such offer would be unlawful under the applicable laws and regulations. The Tender Offer is made under the terms and conditions set out in the Tender Offer Memorandum dated January 6, 2020. The issue of the Notes will be subject to a prospectus submitted to the approval of the French Autorité des marchés financiers for the purpose of the admission of the Notes to trading on the regulated market of Euronext Paris. The settlement of the issue of the Notes remains subject to such approval.

This press release is not a prospectus for the purposes of the Regulation (EU) 2017/1129 (the “Prospectus Regulation”).

The Notes are not being subject to a public offering in any country or jurisdiction, including in France, to any person other than qualified investors. Tenders of Existing Notes for purchase pursuant to the Tender Offer from qualifying holders shall not be accepted in any circumstances where such offer or solicitation is unlawful. The Company does not make any recommendation as to whether or not qualifying holders should participate in the Tender Offer.

The distribution of this press release may be restricted by law in certain jurisdictions. Persons into whose possession this press release comes should inform themselves about and observe any applicable legal and regulatory restrictions.

Prohibition of sales to EEA retail investors

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold, or otherwise made available to any retail investors in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of:

  1. a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU as amended (“MiFID II”); and/or 
  2. a customer within the meaning of Directive 2016/97/EU as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

             

France

This press release is only directed at qualified investors as defined in Article 2 point (e) of the Prospectus Regulation and in accordance with Article L. 411-2, 1° of the French Code monétaire et financier.

United Kingdom

This press release is only directed at qualified investors who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated.

United States

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for notes nor of any offer or solicitation to sell notes in the United States. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S of the Securities Act (each a “U.S. Person”)), directly or indirectly. The notes are being offered and sold only outside the United States to non-U.S. Persons in compliance with Regulation S under the Securities Act.

The Tender Offer is not being made and will not be made directly or indirectly in or into, to owners of notes who are located in the United States as defined in Regulation S of the Securities Act and such notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States or by U.S. Persons. Accordingly, copies of this press release are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to any such person. Any purported offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and offers to sell made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. Person will not be accepted.

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