Preliminary results of Finnair’s rights offering
Finnair Plc Inside information 21 November 2023 at 4:15 p.m. EET
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The subscription period of Finnair Plc’s (“Finnair” or the “Company”) rights offering (the “Offering”) ended 17 November 2023. According to the preliminary results of 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 is oversubscribed. A total of 18,102,803,535 Offer Shares were subscribed for pursuant to the exercise of subscription rights. Additionally, 935,965,689 Offer Shares were subscribed for without subscription rights. The subscription price was EUR 0.03 per Offer Share. Finnair will receive 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.
“My sincere thanks to all existing and new shareholders who participated in the rights offering”, says Finnair’s CEO Topi Manner. “Through this successful rights issue, we reduce Finnair’s financing costs, support strategy execution to drive sustainable profitable growth, and ensure ability for future investments.”
The final results of the Offering will be published on or about 23 November 2023 after the Board of Directors of the Company has approved the subscriptions made in the Offering. Allocation of the Offer Shares will be made 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, provided that the Board of Directors of the Company approves the subscriptions made in the Offering. 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 with 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
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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.
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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.