Finnair Plc Stock Exchange Release 3 July 2020 at 4.00 p.m.
EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE
OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
The subscription period of Finnair Plc’s (“Finnair” or the “Company”) rights
offering (the “Offering”) ended 1 July, 2020. According to the preliminary
results of the Offering, a total of 1,416,635,293 new shares (the “Offer
Shares”) were subscribed for in the Offering, corresponding to approximately
110.7 per cent of the Offer Shares, and the Offering is oversubscribed. A total
of 1,253,946,070 Offer Shares were subscribed for pursuant to the exercise of
subscription rights. Additionally, 162,689,223 Offer Shares were subscribed for
without subscription rights. The subscription price was EUR 0.40 per Offer
Share. Finnair will receive gross proceeds of approximately EUR 512 million from
the Offering.
“My warmest thanks to all Finnair’s old and new shareholders who participated in
the rights offering”, says Finnair’s CEO Topi Manner. “With this successful
share issue, we strengthen our equity, which helps to reach our goal of
sustainable, profitable growth.”
The final results of the Offering will be published on or about 7 July 2020
after the Board of Directors of the Company has approved the subscriptions made
in the Offering. Allocation of the Offer Shares will be made in accordance with
the terms and conditions of the Offering. As a result of the Offering, the total
number of shares in the Company will increase by 1,279,265,150 shares from
128,136,115 shares to 1,407,401,265 shares, provided that the Board of Directors
of the Company approves the subscriptions made in the Offering. As a result of
the Offering, the Company will receive net proceeds of approximately EUR 501
million taking into account transaction costs in connection with the Offering.
The Offer Shares will be registered with the Finnish Trade Register on or about
8 July, 2020. The last day of trading with interim shares representing the Offer
Shares (the “Interim Shares”) is on or about 8 July, 2020. The Interim Shares
will be combined with the Company’s existing shares on or about 9 July 2020.
Trading with the Offer Shares is expected to commence on Nasdaq Helsinki Ltd on
or about 9 July 2020.
The Offer Shares will entitle their holders to possible dividend and other
distribution of funds, if any, and to other shareholder rights in the Company
after they have been registered with the Finnish Trade Register and recorded in
the Company’s shareholder register maintained by Euroclear Finland Oy, on or
about 9 July 2020.
Citigroup Global Markets Limited and Nordea Bank Abp act as the joint global
coordinators, joint bookrunners and joint lead managers for the Offering
(together, the “Joint Global Coordinators”) and OP Corporate Bank plc,
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch and Swedbank AB (publ)
(in cooperation with Kepler Cheuvreux S.A.) act as the co-lead managers for the
Offering (together with the Joint Global Coordinators, the “Managers”).
Roschier, Attorneys Ltd. acts as the Company’s legal adviser and White & Case
LLP acts as the Managers’ legal adviser in the Offering.
FINNAIR PLC
Further information:
Finnair communications, 358 9 818 4020, comms@finnair.com
Distribution:
NASDAQ OMX Helsinki
Principal media
IMPORTANT NOTICE
This release is not an offer for sale of securities in the United States.
Securities may not be sold in the United States absent registration with the
United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended. The Company does
not intend to register any part of the share issue in the United States or to
conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such relevant legal restrictions. The
information contained herein is not for publication or distribution, directly or
indirectly, in or into the United States, Australia, Canada or Japan. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such aforementioned jurisdiction. This release is not
directed to, and is not intended for distribution to or use by, any person or
entity that is a citizen, resident or located in any locality, state, country or
other jurisdiction where such distribution, publication, availability or use
would violate law or regulation or which would require any registration or
licensing within such jurisdiction.
In any member state of the European Economic Area, other than Finland, and in
the United Kingdom, this release is only addressed to and is only directed to
“qualified investors” in that member state or in the United Kingdom within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus
Regulation”).
This release is only being distributed to and is only directed at: (i) persons
who are outside the United Kingdom; (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”); or (iii) high net worth companies, and
other persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred to as
“relevant persons”). Any securities mentioned herein are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire
such securities will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this release or any of its
contents.
This release does not constitute a prospectus as defined in the Prospectus
Regulation and, as such, it does not constitute or form part of, and should not
be construed as, an offer to sell, or a solicitation or invitation of any offer
to buy, acquire or subscribe for, any securities or an inducement to enter into
investment activity in relation to any securities.
No part of this release, nor the fact of its distribution, should form the basis
of, or be relied on in connection with, any contract or commitment or investment
decision whatsoever. The information contained in this release has not been
independently verified. No representation, warranty or undertaking, expressed or
implied, is made as to, and no reliance should be placed on, the fairness,
accuracy, completeness or correctness of the information or the opinions
contained herein. The Company or any of its respective affiliates, advisors or
representatives or any other person, shall have no liability whatsoever (in
negligence or otherwise) for any loss, however arising from any use of this
release or its contents or otherwise arising in connection with this release.
Each person must rely on their own examination and analysis of the Company, its
subsidiaries, its securities and the transactions, including the merits and
risks involved.
The Managers are acting exclusively for the Company and no one else in
connection with the rights issue. They will not regard any other person as their
respective client in relation to the rights issue. The Managers will not be
responsible to anyone other than the Company for providing the duties afforded
to their respective clients, nor for giving advice in relation to the rights
issue or any transaction or arrangement referred to herein.
This release includes “forward-looking statements.” These statements may not be
based on historical facts, but are statements about future expectations. When
used in this release, the words “aims”, “anticipates”, “assumes”, “believes”,
“could”, “estimates”, “expects”, “intends”, “may”, “plans”, “should”, “will”,
“would” and similar expressions as they relate to the Company and the
transaction identify certain of these forward-looking statements. Other forward
-looking statements can be identified in the context in which the statements are
made. These forward-looking statements are based on present plans, estimates,
projections and expectations and are not guarantees of future performance. They
are based on certain expectations, which, even though they seem to be reasonable
at present, may turn out to be incorrect. Such forward-looking statements are
based on assumptions and are subject to various risks and uncertainties. Readers
should not rely on these forward-looking statements. Numerous factors may cause
the actual results of operations or financial condition of the Company to differ
materially from those expressed or implied in the forward-looking statements.
The Company or any of its affiliates, advisors, representatives or any other
person undertakes no obligation to review, confirm or to publicly release any
revisions to any forward-looking statements to reflect events that occur or
circumstances that arise following the date of this release.
Finnair in brief
Finnair is a modern premium network airline, specialising in passenger and cargo
traffic between Asia and Europe. Helsinki’s geographical location gives Finnair
a competitive advantage, since the fastest connections between many European
destinations and Asian megacities fly over Finland. Finnair is the only Nordic
network carrier with a 4-star Skytrax ranking and a member of the oneworld
alliance. In 2019, Finnair’s revenues amounted to EUR 3,098 million and it
carried over 14.7 million passengers. Finnair Plc’s shares are quoted on the
Nasdaq Helsinki stock exchange.