Finnair announces a voluntary tender offer of its outstanding notes maturing in 2025
Finnair Plc Stock Exchange Release 16 February 2023 at 11.15 a.m. EET
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
Finnair Plc (the “Company”) announces that it invites the holders of its outstanding EUR 400 million 4.250 per cent. notes due 19 May 2025 (ISIN: FI4000507132) (the “Notes”) (the "Noteholders") to tender the Notes for cash on the terms and conditions set out in the Tender Offer Memorandum dated 16 February 2023 (the "Tender Offer Memorandum") (the “Tender Offer”).
Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum. Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer.
Details of the Tender Offer
The Company proposes to set the amount subject to the Tender Offer to be up to EUR 100 million aggregate nominal of the Notes, although the Company reserves the right, in its sole discretion, to decide on acceptance of the Notes for purchase, including not to accept any Notes for purchase.
The purchase price of the Notes will be determined pursuant to a modified Dutch auction procedure (as further described in the Tender Offer Memorandum). The minimum purchase price for the Notes is set to 85.5 per cent. of the nominal amount (the "Minimum Purchase Price"). The Noteholders may offer their Notes to be purchased at the Minimum Purchase Price or at a price higher than the Minimum Purchase Price. After the Offer Period, the Company will decide, in its sole discretion, the aggregate nominal amount of Notes accepted for purchase and the single final purchase price of such Notes (the "Final Purchase Price"). All Notes validly tendered at a price equal to, or lower than, the Final Purchase Price will be accepted for purchase at the Final Purchase Price, subject to any potential pro rata adjustment (as further detailed in the Tender Offer Memorandum). Accrued and unpaid interest will be paid in respect of all Notes accepted for purchase.
Expected Transaction Timeline
Unless extended, re-opened or terminated as provided in the Tender Offer Memorandum, the Offer Period closes at 4:00 p.m. Finnish time (EET) on 23 February 2023. The results of the Tender Offer, including the aggregate amount of the Notes accepted for purchase and the Purchase Price will be announced in no case later than 24 February 2023. The settlement date is expected to be on 28 February 2023.
Purpose of the Tender Offer
The purpose of the Tender Offer is to proactively manage the Company's balance sheet and upcoming debt redemptions.
Goldman Sachs International and Nordea Bank Abp act as the Dealer Managers and Nordea Bank Abp as the Tender Agent for the Tender Offer. Information in respect of the Tender Offer and the Tender Offer Memorandum may be obtained from the Dealer Managers and the Tender Agent.
Dealer Managers:
Goldman Sachs International
Telephone: +44 207 774 4836
Attention: Liability Management Group
Email: liabilitymanagement.eu@gs
Nordea Bank Abp
Telephone: +45 6136 0379
Attention: Liability Management
Email: NordeaLiabilityManagement@nordea.com
For further information:
Mikko Hepokari, Group Treasurer, tel. +358 40 745 4292, mikko.hepokari@finnair.com
Kristian Pullola, CFO, tel. +358 9 818 4960, kristian.pullola@finnair.com
FINNAIR PLC
Distribution:
NASDAQ OMX Helsinki
Principal media
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 12 times in a row. Finnair is a member of the oneworld alliance. Finnair Plc’s shares are quoted on the Nasdaq Helsinki stock exchange.
Further information
Neither this release nor the Tender Offer Memorandum constitutes a recommendation by Finnair, the Dealer Managers, the Tender Agent, or any of their respective directors, officers, employees, agents or affiliates regarding the Tender Offer or a recommendation as to whether the Noteholders should tender any Notes in the Tender Offer. The Noteholders should consult their own tax, accounting, financial and legal advisers and make an independent decision as to whether to tender any Notes held by them for purchase pursuant to the Tender Offer.
Distribution restrictions
The distribution of this release and the invitation to tender the outstanding Notes 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 and any other such information and materials may come are required to inform themselves about and comply with such restrictions. This release, the Tender Offer Memorandum and any other such information or materials 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, Japan, New Zealand, Singapore and South Africa. 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 Notes to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of Finnair, the Dealer Managers or the Tender Agent or any of their respective affiliates and representatives assume any legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting the Notes are aware of these restrictions or not.
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 United States 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 Notes 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 the Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each Noteholder participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person.
For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
United Kingdom
The communication of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been, and will not be, approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. 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 Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may lawfully be communicated (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). 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, the Tender Offer Memorandum or any of its contents.
General
This release or the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell any Notes (and tenders of the Notes in the Tender Offer will not be accepted from any Noteholders thereof) in any circumstances in which such offer or solicitation would be considered unlawful. In those jurisdictions where the securities, investor protection or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Managers or any of the Dealer Managers' affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of Finnair in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of the Notes for purchase pursuant to the Tender Offer from any Noteholder that is unable to make these representations 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 the Notes for purchase pursuant to the Tender Offer, whether any such representation given by any Noteholder 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.