Finnair announces tender offer results

Finnair Plc, Stock Exchange Release, 24 February 2023 at 09:30 Helsinki time (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 today the results of the invitation to 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.

Results of the Tender Offer

The expiration deadline for the Tender Offer was 4.00 p.m. (Helsinki time) on 23 February 2023.

As at the expiration deadline, the Company received offers to sell for EUR 152,084,000 nominal amount of Notes at a volume weighted average price of approximately 94 per cent.

The Company has set the final purchase price for the Notes to 90.00 per cent. of the nominal amount of each Note (the "Final Purchase Price") (an increase from the set minimum purchase price of 85.50 per cent.). The aggregate nominal amount of the Notes validly tendered by the Noteholders with a price equal to, or lower than, the Final Purchase Price, was EUR 17,546,000 and the Company will accept for purchase, at the Final Purchase Price, all such tenders of Notes (the "Final Acceptance Amount").

The Company will also pay accrued and unpaid interest on the Notes accepted for purchase being 1.16875 per cent. of the nominal amount of each Note.

From the Company’s perspective, investors have with their tender instructions, sent a clear signal that Finnair's credit and senior bonds are well-liked, with the majority of investors not wanting to sell their Finnair 2025 Notes at market levels indicated at the start of the Offer Period.

The settlement date for the Tender Offer is 28 February 2023. All the Notes purchased by the Company will be cancelled. The Notes not purchased 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 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. Sustainability is at the heart of everything we do – Finnair intends to reduce its net emissions by 50% by the end of 2025 from the 2019 baseline and achieve carbon neutrality latest by the end of 2045. Finnair is a member of the oneworld alliance. 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 the Company. 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 of and observe all 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. 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 Notes and this release and any related material concerning the tendering of the Notes may not be sent to any person in the before mentioned jurisdictions. No invitation to tender any Notes 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 the Company's securities to any person in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of the Company, 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 the Company'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 of the United States or other jurisdiction. 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.