Finnair announces tender offer results

Finnair Plc                 Stock Exchange Release                     27 August 2020 at 4.00 p.m. EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, 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 RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Finnair Plc (the “Company”) announces today the results of the invitation to all holders of its outstanding EUR 200 million 7.875 per cent capital securities issued in 2015 (ISIN: FI4000176300) (the “Capital Securities”) to tender their Capital Securities for purchase by the Company for cash (the “Tender Offer”). The Tender Offer was announced on 18 August 2020 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 18 August 2020 (the “Tender Offer Memorandum”) prepared by the Company. Capitalised terms used in this announcement but not defined have the meaning given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Tender Offer was 4.00 p.m. (Helsinki time) on 26 August 2020.

The aggregate principal amount of the Capital Securities validly tendered by the holders for purchase pursuant to the Tender Offer was EUR 157,800,000.

The acceptance by the Company of any Capital Securities for purchase is subject to the successful pricing of the issue of new euro-denominated capital securities (the “New Issue Condition”). As the Company announced on 27 August 2020, the New Issue Condition has been satisfied, and accordingly, pursuant to the terms of the Tender Offer Memorandum, any and all Capital Securities validly tendered by the holders for purchase will be accepted in full.

The Company will pay accrued interest on the Capital Securities accepted for purchase in the Tender Offer. The settlement date for the Tender Offer is 3 September 2020. All the Capital Securities purchased by the Company will be cancelled. The Capital Securities not tendered pursuant to the Tender Offer will remain outstanding.

The following table sets forth certain information relating to the Tender Offer:

Additional information may be obtained from the Dealer Managers or the Tender Agent.

Dealer Managers:

Citigroup Global Markets Limited

Telephone: +44 20 7986 8969

Attention: Liability Management Group

Email: liabilitymanagement.europe@citi.com

Nordea Bank Abp

c/o Nordea Danmark, filial af Nordea Bank Abp

Nordea Markets, Debt Capital Markets

Telephone: +45 6161 2996

Attention: Bibi Larsen

Email: NordeaLiabilityManagement@nordea.com

OP Corporate Bank plc

OP Corporate Bank plc, Debt Capital Markets

Telephone: +358 10 252 1668

Attention: Thomas Ulfstedt

Email: liabilitymanagement@op.fi

Tender Agent:

Nordea Bank Abp

Client Relations Finland, Aleksis Kiven katu 7, Helsinki

00020 NORDEA

Telephone: +358 9 5300 6601

FINNAIR PLC

Further information:

Finnair communications, 358 9 818 4020, comms@finnair.com

Distribution:

NASDAQ OMX Helsinki

Principal media

Finnair is a modern premium 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 is the only Nordic network carrier with a 4-star Skytrax ranking and a member of the oneworld alliance. In 2019, Finnair’s revenues amounted to EUR 3,098 million and it carried over 14.7 million passengers. Finnair Plc’s shares are quoted on the Nasdaq Helsinki stock exchange.

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 Tender Offer may, in certain jurisdictions, be restricted by law. Persons resident outside of Finland may receive this release and the related material concerning the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such material or documentation may come are required to inform themselves about and comply with such restrictions. This release and any such 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. In particular, this release and any such material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which it would not be permissible to invite for tendering any Capital Securities and this release and any related material concerning the tendering of the Capital Securities may not be sent to any person in the before mentioned jurisdictions. No invitation to tender any Capital Securities is being made pursuant to this release and 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 to any person 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 representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Finnair's securities, are aware of these restrictions or not. Please refer to the Tender Offer Memorandum for a full description of such restrictions.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), the securities laws of any state or other jurisdiction of the United States. Any securities referred to herein may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws.

The information provided in this release and any related materials relating to any securities referred to herein is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000, as amended, do not apply and are solely directed at persons in the United Kingdom who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) persons falling within Article 49(2)(a) to (d) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as “relevant persons”). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.