NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR
JAPAN
This press
release does not constitute a solicitation to purchase or an offer
of the Bonds (as defined below) or the shares of Air France-KLM
(together, the "Securities") in the United
States or to, or for the account or benefit of, U.S. Persons (as
defined in Regulation S under the US Securities Act of 1933, as
amended (the "Securities Act"). The Securities
may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. Persons unless they are registered or
exempt from registration under the Securities Act. Air France-KLM
does not intend to register any portion of the offering of the
Bonds in the United States of America or to conduct a public
offering of the Securities in the United States.
The Bonds will be
offered only by way of a private placement to institutional
investors. The Bonds may not be offered or sold to retail investors
(as defined hereafter). No Key Information Document under PRIIPS
Regulation has been and will be prepared.
Press release
Air France-KLM
launches an offering of Bonds Convertible into New Shares and/or
Exchangeable for Existing Shares (OCEANE) due 2026 for a maximum
nominal amount of €500 million
Roissy
(France), 20 March 2019
- Air France-KLM (the "Company") (Euronext
Paris: FR0000031122) announces today the launch of an offering of
bonds convertible into new shares and/or exchangeable for existing
shares ("OCEANE") due 2026 (the "Bonds") for a maximum nominal amount of €500 million
within the limits of a maximum number of 30 million underlying
shares by way of a private placement to institutional investors
only (the "Offering").
The net proceeds from the issue of
the Bonds will be used by the Company for general corporate
purposes, including the refinancing of the subordinated
perpetual notes issued in 2015 and callable in October 2020.
The nominal unit value of the
Bonds will be set at a premium of 57.5% to 65.0% above Air
France-KLM's reference share price[1] on the
regulated market of Euronext Paris (« Euronext Paris »).
The Bonds will be issued at par
and will bear a coupon ranging from 0.125% to 0.500% from the Issue
Date (as defined below), payable annually in arrears on March 25 of
each year (or on the following business day if this date is not a
business day), and for the first time on March 25, 2020.
The final terms of the Bonds are
expected to be announced today and the settlement-delivery of the
Bonds is expected to take place on March 25, 2019 (the "Issue Date").
Unless previously converted,
exchanged, redeemed or purchased and cancelled, the Bonds will be
redeemed at par on March 25, 2026 (or on the following business day
if this date is not a business day). The Bonds may be redeemed
prior to maturity at the option of the Company, under certain
conditions, and at the option of the bondholders, notably in case
of a Change of Control of the Company (as defined in the terms and
conditions of the Bonds).
In particular, the Bonds may be
fully redeemed earlier at par plus accrued interest, at the
Company's option from April 15, 2022 until the maturity date of the
Bonds, if the arithmetic average, calculated over a period of 10
consecutive trading days chosen by the Company from among the 20
consecutive trading days preceding the publication of the early
redemption notice, of the products of the Company's volume weighted
average price on Euronext Paris on each trading day and the
applicable exchangeable ratio on each such trading Day exceeds 130%
of the nominal value of the Bonds.
Moreover, the Bonds may be
redeemed at par plus accrued interest at the bondholders' option on
March 25, 2024.
Existing shareholders of the
Company shall have no preferential subscription rights (or priority
subscription period) in connection with the issue of the Bonds or
the underlying new shares of the Company issued upon
conversion.
Application will be made for the
listing of the Bonds on Euronext AccessTM (the open
market of Euronext Paris) to occur within 30 days after the Issue
Date.
HSBC, Natixis and Société Générale
are acting as joint global coordinators and joint bookrunners of
the Offering (the "Joint Global
Coordinators").
Intention of
existing shareholders
The French State, who currently
holds 14.29% of the Company's share capital, has informed the
Company of its intention to participate to the placement pro rata
to its current shareholding[2].
The Company is not aware of the
intention of any of its other main shareholders to participate in
the Offering.
Conversion/Exchange Right
Bondholders will be granted a
conversion/exchange right of the Bonds into new and/or existing
shares of the Company which they may exercise at any time from the
40th day
following the Issue Date (i.e. May 04, 2019) and up to 5.00 p.m.
(Paris time) on the 7th business day
(inclusive) preceding the maturity date or the relevant early
redemption date.
The conversion/exchange ratio is
set at one share per Bond subject to standard adjustments in
certain cases. Upon exercise of their conversion/exchange right,
bondholders will receive at the option of the Company new and/or
existing Air France-KLM shares carrying in all cases all rights
attached to existing shares as from the date of delivery.
Lock-up
In the context of the Offering,
the Company will agree to a lock-up undertaking for a period
starting from the announcement of the final terms of the Bonds and
ending 90 days after the Issue Date, subject to certain customary
exceptions or waiver from the Joint Global Coordinators.
Dilution
For illustrative purpose, based on
a €500m Offering, a nominal value of €17.29[3] per
OCEANE and a 61.25% conversion premium corresponding to the
mid-range of conversion premium, the dilution would approximately
represent 6.7% of the outstanding share capital, should the Company
decide to exclusively deliver new shares upon conversion.
Legal framework
of the Offering and placement
The Offering of the Bonds will be
conducted solely on a private placement basis. The Offering will be
made in compliance with Article L. 411-2-II of the French monetary
and financial code (Code monétaire et
financier, as per the authorisation granted by the Company's
extraordinary general meeting held on May 16th, 2017
(15th resolution),
via an accelerated bookbuilt private placement in France and
outside of France (excluding in particular the United States of
America, Canada, Australia or Japan), to institutional investors
only.
Available
information
The Offering of the Bonds is not
subject to a prospectus approved by the French Financial Market
Authority (Autorité des marchés financiers)
(the « AMF »). Detailed information on Air
France-KLM, including its business, results, prospects and related
risk factors are described in the Company's registration document
(Document de Référence) filed with the AMF on
29 March 2018 under number D.18-0232 which is available, together
with Air France-KLM's interim financial report as at 30 June 2018,
the consolidated financial statements as at 31 December 2018, all
the press releases and other regulated information about the
Company, on Air France-KLM's website (www.airfranceklm.com).
Important
information
This press release does not
constitute or form part of any offer or solicitation to purchase or
subscribe for or to sell securities to any person in the United
States, Australia, Canada or Japan or in any jurisdiction to whom
or in which such offer is unlawful, and the Offering of the Bonds
is not an offer to the public in any jurisdiction, including
France.
Investor Relations
Marie-Agnès de Peslouan
+33 1 49 89 52 59
madepeslouan@airfranceklm.com |
Wouter van Beek
+33 1 49 89 52 60
Wouter-van.Beek@airfranceklm.com |
Press
+33 1 41 56 56 00 |
Disclaimer
Important
information
This press
release may not be released, published or distributed, directly or
indirectly, in or into the United States of America, Australia,
Canada or Japan. The distribution of this press release may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes, should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
No communication
or information relating to the offering of the Bonds may be
transmitted to the public in a country where there is a
registration obligation or where an approval is required. No action
has been or will be taken in any country in which such registration
or approval would be required. The issuance or the subscription of
the Bonds may be subject to legal and regulatory restrictions in
certain jurisdictions; none of Air France-KLM and the Joint Global
Coordinators assumes any liability in connection with the breach by
any person of such restrictions.
This press
release is an advertisement and not a prospectus within the meaning
of Directive 2003/71/EC of the European Parliament and the Council
of November 4, 2003 as amended (the "Prospectus
Directive"). This press release is not an offer to the public,
an offer to subscribe or designed to solicit interest for purposes
of an offer to the public in any jurisdiction, including
France.
The Bonds will be
offered only by way of a private placement in France and/or outside
France (excluding the United States of America, Australia, Canada
and Japan), solely to persons referred to in article
L. 411-2-II of the French monetary and financial code (Code
monétaire et financier). There will be no public offering in any
country (including France) in connection with the Bonds. This press
release does not constitute a recommendation concerning the issue
of the Bonds. The value of the Bonds and the shares of Air
France-KLM can decrease as well as increase. Potential investors
should consult a professional adviser as to the suitability of the
Bonds for the person concerned.
Prohibition of
sales to European Economic Area retail investors
No action has
been undertaken or will be undertaken to make available any Bonds
to any retail investor in the European Economic Area. For the
purposes of this provision:
-
the expression "retail
investor" means a person who is one (or more) of the
following:
-
a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or
-
a customer within the meaning
of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or
-
not a "qualified investor" as
defined in the Prospectus Directive; and
-
the expression "offer" includes
the communication in any form and by any means of sufficient
information on the terms of the offer and the Bonds to be offered
so as to enable an investor to decide to purchase or subscribe the
Bonds.
Consequently no
key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for
offering or selling the Bonds or otherwise making them available to
retail investors in the EEA has been prepared and therefore
offering or selling the Bonds or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPS
Regulation.
MIFID II product
governance / Retail investors, professional investors and ECPs only
target market - Solely for the purposes of
each manufacturer's product approval process, the target market
assessment in respect of the Bonds has led to the conclusion that:
(i) the target market for the Bonds is retail investors, eligible
counterparties and professional clients, each as defined in MiFID
II; and (ii) all channels for distribution of the Bonds to retail
investors, eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the Bonds (a "distributor") should take into
consideration the manufacturers' target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Bonds (by either
adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels. For the
avoidance of doubt, even if the target market includes retail
investors, the manufacturers have decided that the Bonds will be
offered, as part of the initial offering, only to eligible
counterparties and professional clients.
France
The Bonds have
not been and will not be offered or sold or cause to be offered or
sold, directly or indirectly, to the public in France. Any offer or
sale of the Bonds and distribution of any offering material
relating to the Bonds have been and will be made in France only to
(a) persons providing investment services relating to portfolio
management for the account of third parties (personnes fournissant
le service d'investissement de gestion de portefeuille pour compte
de tiers), and/or (b) qualified investors (investisseurs qualifiés)
acting for their own account, as defined in, and in accordance
with, Articles L.411-1, L.411-2 and D.411-1 of the French monetary
and financial code (Code monétaire et financier).
United
Kingdom
This press
release is addressed and directed only (i) to persons located
outside the United Kingdom, (ii) to investment professionals as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Order"), (iii) to people designated by Article 49(2)
(a) to (d) of the Order or (iv) to any other person to whom this
press release may otherwise lawfully be communicated pursuant to
applicable law (the persons mentioned in paragraphs (i), (ii),
(iii) and (iv) all deemed relevant persons (the "Relevant Persons")). The Bonds and, as the case may be, the shares of Air France-KLM to be
delivered upon exercise of the conversion rights (the "Financial Instruments"), are intended only for Relevant
Persons and any invitation, offer of contract related to the
subscription, tender, or acquisition of the Financial Instruments
may be addressed and/or concluded only with Relevant Persons. All
persons other than Relevant Persons must abstain from using or
relying on this document and all information contained
therein.
This press
release is not a prospectus which has been approved by the
Financial Conduct Authority or any other United Kingdom regulatory
authority for the purposes of Section 85 of the Financial Services
and Markets Act 2000.
United States of
America
This press
release may not be released, published or distributed in or into
the United States (as defined in Regulation S under the Securities
Act). This press release does not constitute or form a part of an
offer of securities for sale or an offer of securities for sale or
of any offer or solicitation to purchase securities in the United
States or to, or for the account or benefit of, U.S. Persons ,
except pursuant to an exemption from, or a transaction not subject
to, the registration requirements of the Securities Act or the law
of any state of the United States. The Bonds will be offered or
sold only to non-U.S. persons in offshore transactions outside of the United States, in
accordance with Regulation S of the Securities Act. Air France-KLM
does not intend to register any portion of the proposed offering of
the Bonds in the United States and no public offering will be made
in the United States.
Australia, Canada
and Japan
The Bonds may not
and will not be offered, sold or purchased in Australia, Canada or
Japan. The information contained in this press release does not
constitute an offer of securities for sale in Australia, Canada or
Japan.
The distribution
of this press release in certain countries may constitute a breach
of applicable law.
[1] The
reference share price will be equal to the volume-weighted average
price of Air France-KLM's shares recorded on the regulated market
of Euronext Paris from the start of trading on March 20, 2019 until
the determination of the final terms of the Bonds on the same
day.
[2] The final
amount subscribed by the French State will depend on the final
allocation resulting from the bookbuilding process.
[3] Calculated
on the basis of a reference share price corresponding to a €10.725
closing share price on March 19, 2019.
PR OCEANE Launche
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: AIR FRANCE - KLM via Globenewswire
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