This press release may not be distributed or transmitted to persons located or resident in the United States of America or in any other country in which the distribution or the transmission of this press release would be illegal.
450 million euro 2.75% convertible bonds issued on 22 April 2005
due 2020
(ISIN: FR0010185975)
Signing of a swap agreement with Natixis
Launch of a contractual acquisition procedure by Natixis
Optimization of Air France's debt repayment schedule
Roissy, 7 December 2011
In order to cover this agreement and ensure the fair treatment of all bondholders, Natixis undertakes to purchase, in its name and own account, all the OCEANE presented on the market during a period of 5 trading days, from 7 December 2011 to 13 December 2011, inclusive, at a fixed price of 21 euros.
Air France aims to optimize its debt repayment schedule by neutralizing, in respect of the number of OCEANE acquired by Natixis, the possibility that the OCEANE's repayment option will be exercised on 1 April 2012.
Contractual acquisition procedure
The settlement-delivery of the OCEANE that are purchased will occur on the 3rd trading day following each purchase date of the relevant OCEANE. At the end of the contractual acquisition procedure, Air France and Natixis will inform the market of the number of OCEANE purchased by Natixis. In the event that a significant number of OCEANE are acquired, the liquidity of the OCEANE market could be reduced.
Swap agreement (total return swap)
Other information
The OCEANE are admitted to trading on the regulated market of NYSE Euronext in Paris (ISIN: FR0010185975).
For any queries in relation to the contractual acquisition procedure, Natixis may be contacted at the following addresses:
- laurent.lepinay@natixis.com / Tel : +33 1 58 55 83 25
- bertrand.levitte@natixis.com / Tel : +33 1 58 55 13 12
- virginie.mandron@natixis.com / Tel : +33 1 58 55 11 69
- jerome.pascaud@natixis.com / Tel : +33 1 58 55 82 54
For any queries in relation to Air France, you may contact:
- Dominique Barbarin, SVP Investor Relations / Tel : +33 1 41 56 88 60 /
Email: dobarbarin@airfrance.fr
- Bertrand Delcaire, VP Investor Relations / Tel : +33 1 41 56 72 59 /
Email: bedelcaire@airfrance.fr
This press release does not constitute an invitation to participate in the contractual acquisition procedure in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable laws or regulations. The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required to inform themselves about, and to observe, any such legal or regulatory restrictions.
United States
The contractual acquisition procedure is not being made, and will not be made, directly or indirectly in or into the United States by any forms and by any means. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. Notes may not be brought to the contractual acquisition procedure by any of these means or from or within the United States or by persons located or resident in the United States within the meaning of Rule 800(h) under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Accordingly, copies of this press release and any other documents or materials relating to the contractual acquisition procedure are not being, and must not be, directly or indirectly, distributed, transferred or transmitted in any way in or into the United States. Any proposition of participation to the contractual acquisition procedure resulting directly or indirectly from the violation of these restrictions will be void, and any proposition to participate to the contractual acquisition procedure made by a person located or resident 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.
United Kingdom
The communication of this press release and any other documents or materials relating to the contractual acquisition procedure is not being made, and such documents have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (2) persons who fall within Article 49 of the FPO ("high net worth companies, unincorporated associations etc."); or (3) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this announcement relate is available only to such persons or will be engaged only with such persons and other persons should not rely on it.
General
This press release does not constitute an offer to buy or the solicitation of an offer to sell the OCEANE, and offers to sell communicated pursuant to the contractual acquisition procedure will not be accepted in any circumstances in which such offer or solicitation is unlawful.
Air France and Natixis do not make any recommendation as to whether or not OCEANE holders should participate in the contractual acquisition procedure.
[1]See prospectus approved by the French Autorité des Marchés Financiers on 14 April 2005 under number 05-259 and available on the website of Air France-KLM (www.airfranceklm-finance.com).
[2]This period will, if necessary, be reduced if appears an event having an exceptional incidence on the procedure - See the press release of Natixis dated 7 December 2011.
[3]The agreement provides for an option to terminate by Air France as from the first anniversary of the completion date of the constitution of its cover by Natixis.
