Finnair Plc Stock Exchange Release
28 September 2015 at 9:45 EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY
U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED) OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH
AFRICA, SINGAPORE AND JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL.
This release must be read in conjunction with the Tender Offer Memorandum (as
defined below).
Finnair Plc is considering the issuance of new hybrid bonds (“New Hybrid
Bonds”). The potential issue could be launched in the near future, subject to
market conditions.
”Finnair has strong liquidity, which we wish to maintain. With the potential
issuance of new hybrid bonds, and the invitation to tender our outstanding
hybrid bonds, we are implementing our financing strategy for our wide-body fleet
renewal, while maintaining a prudent and flexible capital structure," says
Finnair CFO Pekka Vähähyyppä.
At the same time, Finnair hereby also announces the launch of a voluntary cash
tender offer (the “Tender Offer”) for the holders holding its outstanding EUR
120 million hybrid bonds (ISIN: FI4000049952) issued in November 2012 (the “2012
Hybrid Bonds”). Full details of the terms and conditions of the Tender Offer
(including restrictions relating thereto and certain representations, warranties
and covenants to be provided in order to be able to participate therein) are
contained in a tender offer memorandum dated 28 September 2015 (the “Tender
Offer Memorandum”), which is available from the Tender Agent or the Dealer
Managers referred to below. The Tender Offer Memorandum contains important
information, which should be read carefully before any decision is made to
participate in the Tender Offer. The 2012 Hybrid Bonds are securities with no
specified maturity date and Finnair is entitled at its sole option to redeem
them on 26 November 2016 and on each interest payment date thereafter.
The purchase price for the 2012 Hybrid Bonds validly submitted for tender
pursuant to the Tender Offer and accepted for purchase by Finnair will be EUR
106,750 per each EUR 100,000 nominal amount of the 2012 Hybrid Bonds plus
accrued and unpaid interest thereon. The Tender Offer is due to expire at 16:00
EET on 7 October 2015. The settlement date is expected to be 13 October 2015.
The above dates are indicative only and are subject to change as described in
the Tender Offer Memorandum.
The Tender Offer is conditional upon a successful issue of the New Hybrid Bonds.
Finnair has appointed Danske Bank Oyj as tender agent (the “Tender Agent”) and
each of Danske Bank A/S and Morgan Stanley & Co. International plc as dealer
managers (each a “Dealer Manager”) in connection with the Tender Offer. Finnair
has appointed each of Danske Bank A/S and Morgan Stanley & Co. International plc
as joint coordinators, structuring advisors and joint lead managers and Pohjola
Bank plc as joint lead manager in connection with the potential issue of the New
Hybrid Bonds.
Tender Agent:
Danske Bank Oyj
Hiililaiturinkuja 2
FI-00180 Helsinki
Finland
Attn: Debt Capital Markets
Tel: +358 10 513 8794
: Email:
debtcapitalmarket@danskebank.com
Dealer Managers:
Danske Bank A/S Morgan
Stanley & Co. International plc
2–12 Holmens Kanal
25 Cabot Square
DK-1092 Copenhagen K
Canary Wharf
Denmark
London E14 4QA
United Kingdom
Attn: Debt Capital Markets Attn:
Liability Management Group
Tel: +358 10 513 8794
Tel: +44 (0)20 7677 5040
Email:
Email:
debtcapitalmarket@danskebank.com
liabilitymanagementeurope@morganstanley.com
Further information:
Financial Communications Manager Ilkka Korhonen, tel. +358 9 818 4705,
ilkka.korhonen@finnair.com
Distribution:
NASDAQ OMX Helsinki
Principal media
FURTHER INFORMATION
Neither this release nor the Tender Offer Memorandum constitutes a
recommendation by Finnair, the Dealer Managers or the Tender Agent or any of
their respective directors, employees, officers, agents or affiliates to any
holders of 2012 Hybrid Bonds to tender their 2012 Hybrid Bonds in the Tender
Offer. None of Finnair, the Dealer Managers, the Tender Agent or any of their
respective directors, employees, officers, agents or affiliates has authorised
any third party to make any such recommendation. Such holders should thoroughly
examine the information contained in the Tender Offer Memorandum, consult their
personal legal, tax and investment advisers and make an independent decision
whether to tender any 2012 Hybrid Bonds held by them to Finnair on the basis of
the Tender Offer.
Such holders, who have questions regarding the Tender Offer or wish to obtain
documents, may contact the Tender Agent or the Dealer Managers at the addresses
and facsimile or telephone numbers provided above. Questions and requests for
information in relation to the procedures for tendering 2012 Hybrid Bonds in the
Tender Offer and the submission of tender notices should be directed to the
Tender Agent.
In the ordinary course of their respective businesses, the Dealer Managers, the
Tender Agent and any of their respective affiliates are entitled to hold
positions in the 2012 Hybrid Bonds either for their own account or for the
account, directly or indirectly, of third parties. In the ordinary course of
their respective businesses, they are entitled to continue to hold or dispose
of, in any manner they may elect, any 2012 Hybrid Bonds they may hold as at the
date of the Tender Offer Memorandum or, from such date, to acquire further 2012
Hybrid Bonds, subject to applicable law and may or may not submit tender notices
in respect of such 2012 Hybrid Bonds.
DISTRIBUTION RESTRICTIONS
The distribution of this release and the invitation to tender the outstanding
2012 Hybrid Bonds is prohibited by law in certain countries. The Tender Offer is
not made to the public either inside or outside of Finland. Persons resident
outside of Finland may receive this release, the Tender Offer Memorandum and any
other information and materials relating to the Tender Offer only in compliance
with applicable exemptions or restrictions. Persons into whose possession this
release, the Tender Offer Memorandum or any other such information or materials
may come are required to inform themselves about and comply with such
restrictions. This release, the Tender Offer Memorandum or any other such
information or materials may not be distributed or published in any country or
jurisdiction if such distribution or publication would constitute a violation of
the relevant laws of such jurisdiction or would require actions under the laws
of a state or jurisdiction other than Finland, including the United States,
Australia, Canada, Hong Kong, South Africa, Singapore and Japan. The information
contained in this release shall not constitute an offer to sell or tender, or a
solicitation of an offer to buy or sell, the 2012 Hybrid Bonds to any persons in
any jurisdiction in which such offer, solicitation or sale or tender would be
unlawful. None of Finnair, the Dealer Managers, the Tender Agent or any of their
respective affiliates and representatives assumes any legal responsibility for
such violations, regardless of whether or not the parties contemplating
investing in or divesting any 2012 Hybrid Bonds are aware of these restrictions.
United States: The Tender Offer is not being made, and will not be made,
directly or indirectly in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of or of any facilities of a
national securities exchange of, the United States or to any U.S. Person (as
defined in Regulation S of the US Securities Act of 1933, as amended (the “U.S.
Securities Act”) (each a “U.S. Person”)). This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. The 2012 Bonds may not be tendered in
the Tender Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the United States
or by, or by any person acting for the account or benefit of, a U.S. Person.
Accordingly, copies of this release, the Tender Offer Memorandum and any other
documents or materials relating to the Tender Offer are not being, and must not
be, directly or indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
in or into the United States or to any persons located or resident in the United
States or to any U.S. Person. Any purported tender of 2012 Hybrid Bonds in the
Tender Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of 2012 Hybrid Bonds 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 will be invalid and will not be
accepted.
For the purposes of this paragraph, United States means the United States of
America, its territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands),
any state of the United States of America and the District of Columbia.
United Kingdom: This release, the Tender Offer Memorandum and any other offer
material relating to the Tender Offer are each intended to be a communication
falling within section 21(1) of the UK Financial Services and Markets Act 2000
(as amended (the “FSMA”)) having the benefit of an exemption to the applicable
restrictions regarding financial promotion pursuant to Articles 19 and 43 of the
UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the “Order”). This release, the Tender Offer Memorandum and any such
other offer material relating to the Tender Offer may only be distributed to and
is only directed at (i) persons who are outside the United Kingdom or (ii)
investment professionals falling within Article 19(5) of 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 in (i),
(ii) and (iii) above together being referred to as “relevant persons”). Any
invitation, offer or agreement to 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 the Tender Offer Memorandum or any
such offering material or any of their contents. For the avoidance of doubt,
neither this release, the Tender Offer Memorandum nor any such other offer
material relating to the Tender Offer has been or will be approved by an
authorised person for the purposes of section 21(1) of the FSMA.
General: Neither this release nor the Tender Offer Memorandum constitutes an
offer to buy or the solicitation of an offer to sell 2012 Hybrid Bonds (and
tenders of 2012 Hybrid Bonds in the Tender Offer will not be accepted from
holders thereof) in any circumstances in which such offer or solicitation is
unlawful. In those
jurisdictions where any securities, investor protection or other laws require
the Tender Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of its affiliates is such a licensed broker or dealer in any such
jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager
or such affiliate, as the case may be, on behalf of the Offeror in such
jurisdiction(s).
In addition to the representations referred to above in respect of the United
States, each holder of 2012 Hybrid Bonds participating in the Tender Offer will
also be deemed to give certain representations, acknowledgements, warranties and
undertakings and make certain agreements in respect of the other jurisdictions
referred to above and generally as set out in the Tender Offer Memorandum. Any
tender of 2012 Hybrid Bonds for purchase pursuant to the Tender Offer from a
holder that is unable to make these representations or agreements will not be
accepted. Each of Finnair, the Dealer Managers and the Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to any tender of
2012 Hybrid Bonds for purchase pursuant to the Tender Offer, whether any such
representation given by a holder thereof is correct and, if such investigation
is undertaken and as a result Finnair determines (for any reason) that such
representation is not correct, such tender shall not be accepted.
Disclaimer
This release is for information purposes only and is not to be construed as an
offer to purchase or sell or a solicitation of an offer to purchase or sell with
respect to any securities of Finnair. The distribution of this release and the
related material concerning the issuance of the New Hybrid Bonds are prohibited
or restricted by law in certain countries. The New Hybrid Bonds are not being
and will not be offered to the public either inside or outside of Finland.
Persons resident outside of Finland may receive this release and, if Finnair
decides to proceed with the issue of the New Hybrid Bonds, any offering material
or documentation related to the New Hybrid Bonds only in compliance with
applicable exemptions or restrictions. Persons into whose possession this
release and any such offering material or documentation may come are required to
inform themselves about and comply with such restrictions. This release and any
such offering material or documentation may not be distributed or published in
any country or jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction or would require actions under the laws of a
state or jurisdiction other than Finland, including the United States,
Australia, Canada, Hong Kong, South Africa, Singapore and Japan. The information
contained herein shall not constitute an offer to sell or tender, or a
solicitation of an offer to buy or sell any of Finnair’s securities including
New Hybrid Bonds to any persons in any jurisdiction in which such offer,
solicitation or sale or tender would be unlawful. None of Finnair, the Dealer
Managers, the Tender Agent or the Joint Lead Managers of their respective
representatives assume no legal responsibility for such violations, regardless
of whether persons contemplating investing in or divesting Finnair’s securities
including New Hybrid Bonds are aware of these restrictions or not. The New
Hybrid Bonds have not been and will not be registered under the U.S. Securities
Act (as defined above), nor under any securities legislation of any state in the
United States, and they may not be offered, sold, resold delivered, distributed,
bought or transferred in the United States or to any U.S. Person (as defined
above), except pursuant to an exemption from the registration requirements of
the U.S. Securities Act and any applicable state law legislation. The provisions
relating to distribution of any offer materials in the United Kingdom or to
relevant persons referred to above shall apply mutatis mutandis to any such
offer materials relating to the New Hybrid Bonds.
.
Finnair is a 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’s vision is to offer its passengers a
unique Nordic experience, and its mission is to offer the smoothest, fastest
connections in the northern hemisphere via Helsinki and the best network to the
world from its home markets. Finnair is the only Nordic carrier with a 4-star
Skytrax ranking and a member of the oneworld alliance. In 2014, Finnair’s
revenues amounted to EUR 2,400 million and it had a personnel of almost 4,500 at
the year-end. Finnair Plc’s shares are quoted on Nasdaq Helsinki.
Finnair considers issuance of new hybrid bonds and announces invitation to tender its outstanding hybrid bonds
| Source: Finnair Oyj