Final results of Finnair’s rights offering
Finnair Plc Stock Exchange Release 23 November 2023 at 3:00 p.m. EET
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.
According to the final results of Finnair Plc’s (“Finnair” or the “Company”) rights offering (the “Offering”), a total of 19,038,769,224 new shares (the “Offer Shares”) were subscribed for in the Offering, corresponding to approximately 100.14 per cent of the Offer Shares, and thus, the Offering was oversubscribed. A total of 18,102,803,535 Offer Shares were subscribed for pursuant to the exercise of subscription rights. The remaining 909,609,534 Offer Shares subscribed for without subscription rights were allocated in the secondary subscription in accordance with the terms and conditions of the Offering. The subscription price was EUR 0.03 per Offer Share. Finnair receives gross proceeds of approximately EUR 570.4 million from the Offering, which includes the EUR 318.6 million pro rata subscription by the State of Finland through the offset of a corresponding amount of the capital loan, granted to Finnair by the State of Finland, in accordance with the terms and conditions of the Offering, which will not generate any gross proceeds in cash to Finnair.
Finnair’s Board of Directors has today approved the subscriptions made in the Offering and the allocation of the Offer Shares 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 19,012,413,069 shares from 1,408,726,198 shares to 20,421,139,267 shares. As a result of the Offering, the Company will receive net proceeds of approximately EUR 558.2 million, of which cash of approximately EUR 239.6 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 24 November 2023. The last day of trading with interim shares representing the Offer Shares (the “Interim Shares”) is on or about 24 November 2023. The Interim Shares will be combined with the Company’s existing shares on or about 27 November 2023. Trading in the Offer Shares is expected to commence on Nasdaq Helsinki Ltd on or about 27 November 2023.
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 the Offer Shares have been registered with the Finnish Trade Register and recorded in the Company’s shareholder register maintained by Euroclear Finland Oy, on or about 27 November 2023.
Deutsche Bank Aktiengesellschaft and Nordea Bank Abp act as the joint global coordinators for the Offering (together, the “Joint Global Coordinators”). Roschier, Attorneys Ltd. acts as the Company’s legal adviser and White & Case LLP acts as the Joint Global Coordinators’ 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 EEA Member State, other than Finland and Sweden, 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”) and, as the case may be, Article 2(e) of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
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 Joint Global Coordinators 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 Joint Global Coordinators 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 is a network airline, specialising in connecting passenger and cargo traffic between Asia, North America and Europe. Finnair is one of the oldest operating airlines in the world, celebrating its centenary in 2023. Sustainability is at the heart of everything we do – Finnair intends to reach carbon neutrality latest by the end of 2045. Customers have chosen Finnair as the Best Airline in Northern Europe in the Skytrax Awards for 13 times in a row. Finnair is a member of the oneworld alliance. Finnair Plc’s shares are quoted on the Nasdaq Helsinki stock exchange.