Air France-KLM has successfully issued undated deeply subordinated
notes
Roissy, 21 April 2021
Air France-KLM has successfully issued
undated deeply subordinated notes in three tranches of €1 billion,
for a total amount of €3 billion
As part of its recapitalization plan announced
at the launch of the capital increase announced on April 12, 2021,
and completed on April 19, 2021 for an amount of €1.036 billion,
the Company has issued on April 20, 2021 undated deeply
subordinated notes (recorded as IFRS equity in the Company's
consolidated financial statements) for a total amount of €3
billion, subscribed in full by the French State by way of set-off
on claims it holds on the Company pursuant to the shareholders’
loan (the “ACC”) granted in May 2020 and fully
drawn for the amount of €3 billion (the “Deeply
Subordinated Notes”).
This issue will be composed of three tranches
with a perpetual maturity and a nominal amount of €1 billion each,
with respective first redemption options (Call) at 4, 5 and 6 years
and then redeemable on each interest payment date, and bearing
interest at 7.00%, 7.25% and 7.50% respectively until these
dates.
These initial interest rates for each tranche
will increase to 8.50%, 8.00% and 8.00%, respectively, on the first
respective early redemption date at the option of the Company, of
the relevant tranche. These interest rates will then be reset every
year from April 20, 2028, on the basis of the 12-month Euribor rate
plus a margin of 10.40%, it being specified that the applicable
12-month Euribor rate will not be lower than -0.45%. The Company
will have the option to defer the payment of interest at its
discretion, in whole or in part. Deferred interest on the Deeply
Subordinated Notes will be accrued and capitalized.
Payment of interest will nevertheless be
mandatory notably in the event of payment of dividends or
repurchase of equity securities, subject to certain customary
exceptions.
These Deeply Subordinated Notes may be converted
by way of set-off (compensation de créances) in the context of
future issuances of quasi-capital securities or capital increases.
In the event of (i) a third party, acting alone or in concert,
holding more than 30% of the share capital or the voting rights of
Company, (ii) non-approval by the shareholders’ general meeting of
a project of issuance of shares or any other securities giving
right to shares of the Company, submitted by the board of
directors, enabling the French State to convert in ordinary shares
of the Company or any other securities giving right to shares of
the Company all or part of the Deeply Subordinated Notes or (iii)
implementation of an issuance of shares or other securities giving
right to shares of the Company (with the exception of transactions
implemented with preferential subscription rights or with priority
subscription period and which may be subscribed by way of set-off
(compensation de créances), transactions reserved for the French
State or transactions without preferential subscription rights by
way of "private placement" previously authorized by the French
State), without the prior consent of the French State, the Company
may redeem (a) in the event referred in (i) and (ii) above, in
whole, and (b) in the event referred to in (iii) above, in whole or
in part, the Deeply Subordinated Notes outstanding. Failing which
the applicable interest rate shall be increased by an additional
margin of 5.50% per annum from the date of occurrence of any of the
events referred to in (i), (ii) or (iii). Such interest rate
adjustments shall be cumulative, without exceeding 11.00% per
annum.
This transaction will strengthen Air France's
equity by €3 billion in accordance with IFRS accounting standards,
without impact on cash flow, while increasing the flexibility in
its profile of debt repayment.
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
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- Press release Air France-KLM has successfully issued undated
deeply subordinated notes ENG
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