Finnair Plc (the “Company”) is considering the issuance of new euro-denominated capital securities (the “New Capital Securities”). The potential issue is expected to take place in the near future subject to market conditions. The maximum principal amount of the potential issue is EUR 200 million.
At the same time, the Company announces that it invites the holders of its outstanding EUR 200 million 7.875 per cent capital securities issued in 2015 (ISIN: FI4000176300) (the “Capital Securities”) (the “Holders”) to tender the Capital Securities for cash on the terms and conditions set out in the Tender Offer Memorandum dated 18 August 2020 (the “Tender Offer Memorandum”) (the “Tender Offer”).
Pursuant to the Tender Offer, the Company proposes to accept for purchase any and all of the Capital Securities, although the Company reserves the right, in its sole discretion, to accept or reject any Capital Securities offered for purchase.
Whether the Company will accept for purchase any Capital Securities validly tendered is subject to, without limitation, the pricing of the issue of the New Capital Securities (the “New Issue Condition”). The purchase price of the Capital Securities is EUR 100,000 per EUR 100,000 in principal amount of the Capital Securities. Accrued and unpaid interest will be paid in respect of all Capital Securities validly tendered and delivered and accepted for purchase.
The Offer Period closes at 4:00 p.m. Helsinki time (EEST) on 26 August 2020. The Tender Offer results will be announced as soon as possible and in no case later than 27 August 2020. Subject to satisfaction of the New Issue Condition, the settlement date is expected to be 3 September 2020.
When considering the allocation of the New Capital Securities, the Company may give priority to those Holders who, prior to such allocation, have validly tendered or have given a firm intention to the Company or any Dealer Manager that they intend to tender their Capital Securities for purchase pursuant to the Tender Offer.
Therefore, a Holder that wishes to subscribe for New Capital Securities in addition to tendering its existing Capital Securities for purchase pursuant to the Tender Offer may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Capital Securities, subject to the New Issue Condition, the selling restrictions contained in the prospectus for the New Capital Securities and such Holder making a separate application for the purchase of such New Capital Securities to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Capital Securities) in accordance with the standard new issue procedures of such Dealer Manager.
However, the Company is not obliged to allocate the New Capital Securities to a Holder who has validly tendered or indicated a firm intention to tender its Capital Securities for purchase pursuant to the Tender Offer and, if New Capital Securities are allocated, the principal amount thereof may be less or more than the principal amount of Capital Securities validly tendered by such Holder and accepted for purchase by the Company pursuant to the Tender Offer.
Any such allocation will also, among other factors, take into account the minimum denomination of the New Capital Securities (being EUR 20,000) and the minimum subscription amount (being EUR 100,000).
The Company intends to use the proceeds of the New Capital Securities to fund the purchase of Capital Securities accepted for purchase in the Tender Offer. The rationale of the Tender Offer is thus to proactively manage the debt portfolio of the Company.
Citigroup Global Markets Limited, Nordea Bank Abp and OP Corporate Bank plc act as the Dealer Managers for the Tender Offer. Nordea Bank Abp acts as the Tender Agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from the Dealer Managers.
Citigroup Global Markets Limited, Nordea Bank Abp and OP Corporate Bank plc act as Joint Lead Managers for the issue of New Capital Securities (the “Joint Lead Managers”).