Listing prospectus for Finnair Plc’s EUR 200 million hybrid bond available
Finnair Plc Stock Exchange Release 2 October 2015 at 3:25 pm 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.
On 1 October 2015, Finnair Plc announced that it had successfully placed EUR 200 million hybrid bonds (“Hybrid Bonds”). The Hybrid Bonds are expected to be issued on 13 October 2015.
The Finnish Financial Supervisory Authority has today approved the listing prospectus (the “Listing Prospectus”) of the Hybrid Bonds prepared by Finnair. The Listing Prospectus is available in English on Finnair’s website at www.finnairgroup.com/investors/investors_2.html.
Finnair has submitted an application to NASDAQ OMX Helsinki Ltd for the listing of the Hybrid Bonds. The Hybrid Bonds are expected to be admitted to trading on or about 13 October 2015.
Finnair 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 issue of the Hybrid Bonds.
Further information:
Financial Communications Manager Ilkka Korhonen, tel. +358 9 818 4705, ilkka.korhonen@finnair.com
Distribution:
NASDAQ OMX Helsinki
Principal media
Disclaimer
This release is for informational 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 including the Hybrid Bonds. The distribution of this release, the Listing Prospectus and the related material concerning the issuance of the Hybrid Bonds are prohibited or restricted by law in certain countries. The 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 any offering material or documentation related to the 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 Hybrid Bonds to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of Finnair, the Joint Lead Managers or their respective representatives assume any legal responsibility for such violations, regardless of whether persons contemplating investing in or divesting Finnair’s securities including Hybrid Bonds are aware of these restrictions or not.
Persons into whose possession this communication 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.
This communication is not an offer of securities for sale in the United States. The securities referred to herein (including the Hybrid Bonds) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities referred to herein may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States, or for the account or benefit of, U.S. persons absent registration under, or pursuant to an applicable exemption from, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of the securities referred to herein in the United States.
This communication is not being made, and this communication has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this communication is not being distributed to, and must not be passed on to, the general public in the United Kingdom or to persons in the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. This communication is being distributed on the basis that each person in the United Kingdom to whom it is made available or at whom it is directed is (i) an investment professional within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the “Financial Promotion Order”); (ii) a person within Articles 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order; or (iii) any other person to whom it may otherwise lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where it does not apply (all such persons together being referred to as “relevant persons”). This communication and the securities referred to herein are, and will be made, available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, such relevant persons. No other person should rely or act upon it.
This communication is an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended.
ICMA/FCA stabilisation.
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.