Finnair Considers Issuance of New Notes and Announces a Voluntary Tender Offer of its Outstanding Notes Maturing in 2018
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, Stock Exchange Release, 13 March 2017 at 11:15 am Finnish time (EET).
Finnair Plc (the “Company”) is considering the issuance of new euro-denominated fixed rate notes with an expected maturity of five years (the “New Notes”). The potential issue is expected to take place in the near future subject to market conditions. The target size of the issue is minimum EUR 150 million.
At the same time, the Company announces that it invites the holders of its EUR 150 million 5.000 per cent notes due 29 August 2018 (ISIN: FI4000068598) (the “2018 Notes”) to tender the 2018 Notes for cash on the terms and conditions set out in the Tender Offer Memorandum dated 13 March 2017 (the “Tender Offer”).
Pursuant to the Tender Offer, the Company proposes to accept for purchase any and all of the 2018 Notes, although the Company reserves the right, in its sole discretion, to decide on acceptance of the 2018 Notes for purchase, including not to accept any 2018 Notes for purchase.
Whether the Company will accept for purchase any 2018 Notes validly tendered is subject to, without limitation, the pricing of the issue of New Notes. The purchase price of the 2018 Notes is EUR 1,070.96 per EUR 1,000.00 in principal amount of the 2018 Notes. Accrued and unpaid interest will be paid in respect of all 2018 Notes validly tendered and delivered and accepted for purchase.
The Offer Period closes at 4:00 p.m. Finnish time (EET) on 21 March 2017. The indicative Tender Offer results will be announced as soon as possible following the closing of the Offer Period, on or about 22 March 2017. The Tender Offer results will be announced as soon as possible and in no case later than 29 March 2017. The settlement date is subject to the execution of the New Notes, however in no case later than 3 April 2017.
A noteholder that wishes to subscribe for New Notes in addition to tendering 2018 Notes for cash pursuant to the Tender Offer may receive priority in the allocation of the New Notes (the “New Issue Allocation”). The New Issue Allocation may be given for an aggregate nominal amount of New Notes up to the aggregate nominal amount of 2018 Notes subject to a noteholder’s valid tender instruction where an allocation of New Notes is also requested. New Issue Allocations will not be subject to pro rata scaling. If any noteholder wishes to subscribe for New Notes it must make an application to subscribe for such New Notes to any of the Joint Lead Managers of the New Notes.
The purpose of the arrangement is to proactively manage upcoming debt redemptions and to extend the average debt maturity profile for the Company.
Danske Bank A/S and Nordea Bank AB (publ) act as Dealer Managers, and Nordea Bank AB (publ), Finnish Branch acts as Tender Agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from the Dealer Managers.
Danske Bank A/S and Nordea Bank AB (publ) act as Joint Lead Managers for the issue of New Notes.
Dealer Managers:
Danske Bank A/S, Helsinki: +358 (0)10 513 8774, liabilitymanagement@danskebank.dk
Nordea Bank AB (publ), Sverige: +45 6161 2996, bibi.larsen@nordea.com / nordealiabilitymanagement@nordea.com
Tender Agent:
Nordea Bank AB (publ), Finnish Branch
For further information, contact:
Group Treasurer, Christine Rovelli, tel. +358 9 818 8241, christine.rovelli@finnair.com
Treasury Operations Manager, Aku Väliaho, tel. +358 9 818 4372, aku.valiaho@finnair.com
Finnair Plc
Communications
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 2016, Finnair’s revenues amounted to EUR 2,317 million and it had a personnel of 4,940 at the year-end. Finnair Plc’s shares are quoted on Nasdaq Helsinki.
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 holders of the 2018 Notes should tender 2018 Notes in the Tender Offer. The holders of the 2018 Notes should consult their own tax, accounting, financial and legal advisers and make an independent decision as to whether to tender any 2018 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 2018 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 2018 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 2018 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 2018 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 2018 Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of 2018 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 holder of 2018 Notes 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 2018 Notes (and tenders of the 2018 Notes in the Tender Offer will not be accepted from holders 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 any Dealer Manager 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 such Dealer Managers or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each holder of the 2018 Notes 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 2018 Notes for purchase pursuant to the Tender Offer from a holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of 2018 Notes for purchase pursuant to the Tender Offer, whether any such representation given by a holder thereof is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.
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 issuance of the New Notes may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the New Notes, or otherwise to permit a public offering of the New Notes, in any jurisdiction. If Finnair decides to proceed with the issue of the New Notes, any offering material or documentation related to the New Notes may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all 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. In particular this release and any such offering material or documentation may not 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 offer the New Notes and this release and any related material concerning the issuance of the New Notes may not be sent to any person in the beforementioned jurisdictions. 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 the New Notes to any person in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of Finnair, the Dealer Managers, the Tender Agent nor the Lead Managers, or 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 including the New Notes are aware of such restrictions. The New Notes have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. The New Notes 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.
Finnair has not authorized the offering of the New Notes to the public in any member state of the European Economic Area (the “EEA”). All offers of the New Notes in the EEA will be made pursuant to an exemption under the Prospectus Directive (Directive 2003/71/EC as amended), as implemented in the member states of the EEA (each, a “Relevant Member State”), from the requirement to produce a prospectus under the Prospectus Directive for offers of securities. An offer to the public of the New Notes may not be made in that Relevant Member State, except that an offer of the New Notes to the public in that Relevant Member State may be made under the following exemptions from the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for Finnair or the Joint Lead Managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. The expression an “offer to the public” in relation to the New Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.
The information provided in this release and any offer materials relating to the New Notes is addressed to and directed only at persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 as amended, does 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 document or any of its contents.