Air France-KLM announces the success of its capital increase
Roissy, 19 April 2021
Air France-KLM
announces the success of its capital
increase for an amount of €1.036 billion
after exercise in full of the increase option
Air France-KLM (the “Company”)
announces today the success of its capital increase without
shareholders’ preferential subscription rights, by way of a public
offering and with a priority subscription period on an irreducible
and reducible basis granted to existing shareholders, for an amount
of approximately €1,036 million (after exercise in full of the
increase option) (the “Capital Increase”).
“The success of our capital increase and the
renewed support of our main shareholders testify to the confidence
of investors in the prospects of the Group, whose financial
solidity has been strengthened thanks to these initial
recapitalization measures.”, said Air France-KLM Group CEO,
Benjamin Smith, “All Air France-KLM management and
employees are strongly committed to pursuing our transformation
plan to work together to improve the competitiveness of the Group
and its airlines, and to approach the recovery with determination
and ambition when it takes shape. “
The Group has reiterated the economic, financial
and environmental commitments made in the framework of the State
loan and reflected in its transformation plan. The Group therefore
maintains an ambitious environmental roadmap to accelerate the
Group's sustainable transition, in line with the objectives of the
National Low Carbon Strategy (Stratégie Nationale Bas Carbone).
The Capital Increase will result in the issuance
of 213,999,999 new shares (the “New Shares”) at a
price per share of €4.84, representing approximately 50% of the
Company’s existing share capital.
The proceeds of the Capital Increase will be
allocated to strengthen the equity of Air France. Air France will
use the allocated amount to consolidate its liquidity and finance
general corporate purposes in the context of the Covid-19
crisis.
The Capital Increase, including the private
placement, the priority offer and the public offer, attracted
strong investor demand, which enabled the exercise in full of the
increase option.
Orders placed in the public offering will be
allocated in full, for an amount of approximately €2 million. Given
the demand and the number of New Shares subscribed for by the
shareholders during the priority subscription period both on an
irreducible and reducible basis (à titre irréductible et
réductible), orders placed in the private placement will be
partially reduced to an amount of approximately €252 million.
In the context of the priority subscription
period, the Company’s existing shareholders subscribed to
161,498,962 New Shares, representing approximately €782 million and
75% of the total amount of the Capital Increase, of which €266
million on an irreducible basis.
As per their subscription commitments, and given
the allotment scale of reducible orders, the French State and China
Eastern Airlines subscribed in the context of the priority period
respectively 122,560,251 New Shares (i.e. 57% of the total amount
of the Capital Increase) and 23,944,689 New Shares (i.e. 11% of the
total amount of the Capital Increase).
The Company has agreed to a lock-up period
starting from the signature of the placement and underwriting
agreement and expiring 90 calendar days following the settlement
and delivery date of the New Shares, subject to certain
exceptions.
Each of the French State, China Eastern
Airlines, the Dutch State and Delta Airlines has agreed to a
lock-up period of 90 calendar days after the date of settlement and
delivery of the New Shares, subject to customary exceptions.
Following the completion of the Capital
Increase, the Company’s share capital will increase to €642,634,034
divided in 642,634,034 shares, each with a nominal value of €1,
split as follows:
|
% of the
capital |
% of theoretical voting rights
(1) |
|
|
|
Number of shares and voting rights |
642,634,034 |
860,643,182 |
French State |
28.6% |
28.5% |
China Eastern Airlines (2) |
9.6% |
11.5% |
Dutch State(3) |
9.3% |
13.9% |
Delta Air Lines, Inc |
5.8% |
8.7% |
Employees (FCPE) |
2.5% |
3.7% |
Treasury stock |
0.2% |
0.3% |
Others |
44.0%(4) |
33.4% |
(1) The theoretical voting rights calculation takes
into account all the voting rights, including the double voting
rights.
(2) Through Eastern Airlines Industry Investment
(Luxembourg) Company Limited.
(3) by notice received on 8 March 2021, supplemented
by a notice received on 9 March 2021, the Dutch State declared that
on 4 March 2021, it had exceeded the threshold of 15% of the voting
rights of the Company and that it held 60,000,000 shares of the
Company representing 120,000,000 voting rights, i.e., 14.00% of the
share capital and 18.56% of the voting rights of the Company.
(4) On 8 February 2021, Bank of America
Corporation declared that it had exceeded the threshold of 7.19% of
the share capital, corresponding to the consolidation of shares
physically held but also, and for the most part, to the equity
accounting of securities held through financial instruments.
Excluding these instruments, Bank of America Corporation physically
holds less than 5% of the capital of Air France-KLM and is
therefore not represented in the shareholding chart above.
The settlement and delivery and the admission to
trading on the regulated markets of Euronext Paris and Euronext
Amsterdam of the New Shares are expected to take place on 22 April
2021.
Crédit Agricole Corporate and Investment Bank,
Deutsche Bank, HSBC and Natixis acted as Joint Global Coordinators,
Joint Lead Managers and Joint Bookrunners (the “Joint
Global Coordinators”), Banco Santander and Société
Générale are acting as Joint Lead Managers and Joint Bookrunners
(the “Joint Bookrunners” and
together with the Joint Global Coordinators the “Bank
Syndicate”).
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”) (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@airfranceklm.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.
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been made, and has not been approved, by an “authorised person”
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Markets Act 2000. As a consequence, this press release is only
being distributed to, and is only directed at, persons in the
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(Financial Promotion) Order 2005 (as amended, the “Order”), (ii)
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issue or sale of any securities may otherwise lawfully be
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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
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rely on this document or any of its contents.
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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,
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- Press release Air France-KLM Success of capital increase
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