Air France-KLM Pricing and approval of the prospectus
Roissy, 13 April 2021
Air France-KLM announces the
subscription price of its capital increase without shareholders’
preferential subscription rights by way of a public offering and
with a 3-day priority subscription period on an irreducible basis
and, partially, on a reducible basis granted to existing
shareholders for an amount of approximately €901 million following
the completion of the private placement, which may be increased to
a maximum amount of €1,036 million in the event of the exercise in
full of the increase option
Approval of the prospectus by the
AMF
Beginning of the priority subscription
period and of the public offering
Further to the press release dated 12 April 2021
announcing the launch of a capital increase and the beginning of
the private placement, Air France-KLM (the
“Company”) announces today that the subscription
price has been set at €4.84 per new share, representing a 9,98%
discount on the volume-weighted average share price of the Company
of the last 3 trading sessions prior to the 12 April 2021 inclusive
and a 8.85% discount on the closing price as of 12 April 2021, in
the context of its capital increase announced on 12 April 2021 and
following the completion of the private placement the same day.
The Capital Increase will result in the issuance
of 186,086,956 new shares, which may be increased to 213,999,999
new shares in the event of the exercise in full of the Increase
Option (“New Shares”), corresponding to a maximum
of 50% of the Company’s share capital.
Partial exercise of the increase
option
Given the orders received in the context of the
private placement, the Company intends to exercise at least 50% of
the increase option of the capital increase.
The final decision on the exercise of this
increase option will be taken at the end of the centralization
period, on 19 April 2021.
The Capital Increase will include:
- a 3-day priority subscription period on an irreducible and,
partially, reducible basis that will be granted to the Company’s
existing shareholders (as of the record date of 12 April 2021),
which will run from 13 April 2021 to 15 April 2021 (included) at
5:00pm (Paris time);
- a public offering in France for retail investors principally,
which will run from 13 April 2021 until 15 April 2021
(inclusive) at 5:00pm (Paris time) (the “Public
Offering”); and
- a private placement to institutional investors, launched on 12
April 2021 and closed on the same day (the “Private
Placement”).
Orders placed in the Public Offering and Private
Placement might be subject to reduction depending on the results of
the priority subscriptions on an irreducible basis and reducible
basis received during the priority subscription period. It is
specified that subscriptions made by shareholders on a reducible
basis will be allocated in proportion to their requests on an
irreducible basis (within the limit of 5 times their demand on a
reducible basis) and, in any case, within the limit of their
demand.
Availability of the
prospectus
The prospectus (the
“Prospectus”), comprising (i) the universal
registration document of the Company filed with the AMF on 7 April
2021 under number D.21-0270 (the “Universal Registration
Document and (ii) a securities note (including a summary
of the prospectus) (the “Securities Note”) which
received approval under number 21-102 dated 12 April 2021, is
available on the Company’s website (www. airfranceklm.com) and on
the AMF’s website (www.amf-france.org). Copies of the Prospectus
will be made available free of charge at the Company’s
headquarters, located at, 2, rue Robert Esnault-Pelterie - 75007
Paris, France.
Potential investors are advised to consider
carefully the risk factors described in chapter 3.1 “Risk factors”
of the Universal Registration Document and chapter 2 “Risk factors”
of the Securities Note. Should all or any part of these risk
factors materialize, the Company’s and the group’s businesses,
financials, results or ability to reach its guidance may be
negatively affected.
Investor
Relations
Press
Olivier
Gall
Michiel
Klinkers
Press office
+33 1 49 89 52 59
+33 1 49 89 52
60
+33 1 41 56 56 00
olgall@airfranceklm.com
michiel.klinkers@klm.com
Website: www.airfranceklm.com
IMPORTANT INFORMATION
This press release includes "forward-looking
statements". All statements other than statements of historical
facts included in this press release, including, without
limitation, those regarding Air France-KLM’s financial position,
business strategy, plans and objectives of management for future
operations, are forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors, which may cause the actual results, performance or
achievements of Air France-KLM, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding Air France-KLM’s present and future business
strategies and the environment in which Air France-KLM will operate
in the future. Additional factors could cause actual results,
performance or achievements to differ materially. Air France-KLM
expressly disclaims any obligation or undertaking to update or
revise any forward-looking statements contained in this press
release, whether as a result of new information, future
developments or otherwise.
This press release does not constitute an offer
to sell nor a solicitation of an offer to buy, nor shall there be
any sale of ordinary shares in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
The distribution of this document may, in
certain jurisdictions, be restricted by local legislations. Persons
into whose possession this document comes are required to inform
themselves about and to observe any such potential local
restrictions.
This press release is an advertisement and not a
prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (as amended,
the “Prospectus Regulation”). Potential investors are advised to
read the prospectus before making an investment decision in order
to fully understand the potential risks and rewards associated with
the decision to invest in the securities. The approval of the
prospectus by the AMF should not be understood as an endorsement of
the securities offered or admitted to trading on a regulated
market.
With respect to the member states of the
European Economic Area (other than France) (each a “Relevant Member
State”), no action has been undertaken or will be undertaken to
make an offer to the public of the securities referred to herein
requiring a publication of a prospectus in any Relevant Member
State. As a result, the securities may not and will not be offered
in any Relevant Member State except in accordance with the
exemptions set forth in Article 1 (4) of the Prospectus Regulation
or under any other circumstances which do not require the
publication by Air France-KLM of a prospectus pursuant to Article 3
of the Prospectus Regulation and/or to applicable regulations of
that Relevant Member State.
The distribution of this press release has not
been made, and has not been approved, by an “authorised person”
within the meaning of Article 21(1) of the Financial Services and
Markets Act 2000. As a consequence, this press release is only
being distributed to, and is only directed at, persons in the
United Kingdom that (i) are “investment professionals” falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the “Order”), (ii)
are persons falling within Article 49(2)(a) to (d) (“high net worth
companies, unincorporated associations, etc.”) of the Order, or
(iii) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Article 21 of the
Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as “Relevant Persons”). Any investment
or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. Any person who is not a Relevant Person should not act or
rely on this document or any of its contents.
This press release may not be published,
distributed or transmitted in the United States (including its
territories and dependencies).
This press release does not constitute or form
part of any offer of securities for sale or any solicitation to
purchase or to subscribe for securities or any solicitation of sale
of securities in the United States. The securities referred to
herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) or the
law of any State or other jurisdiction of the United States, and
may not be offered or sold in the United States absent registration
under the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. Air France-KLM does not intend to register all or
any portion of the securities in the United States under the
Securities Act or to conduct a public offering of the securities in
the United States.
This announcement may not be published,
forwarded or distributed, directly or indirectly, in the United
States of America, Australia or Japan.
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