Air France-KLM announces an increase of the Maximum Acceptance
Amount
Paris, May 16,
2024
Air France-KLM announces an increase of
the Maximum Acceptance Amount of its current Tender Offer following
the success of the concurrent issue of new bonds
On 13 May 2024, Air France-KLM (the
“Company”) (Euronext Paris: FR0000031122) rated
BBB- by Fitch and BB+ by S&P, invited Qualifying Holders (as
defined in the Tender Offer Memorandum) to tender for cash some or
all of its (i) €750,000,000 1.875 per cent notes due 16 January
2025 (ISIN: FR0013477254) (of which €750,000,000 is currently
outstanding) (the “2025 Notes”); and/or (ii)
€500,000,000 3.875 per cent notes due 1st July 2026 (ISIN:
FR0014004AF5) (of which €500,000,000 is currently outstanding) (the
“2026 Notes” and, together with the 2025 Notes,
the “Existing Notes”) (the “Tender
Offer”), up to a maximum acceptance amount of €350,000,000
in aggregate principal amount (the “Maximum Acceptance
Amount”), subject to the right of the Company to increase
or decrease such amount, subject to the pricing of a new bond
issuance and the conditions set out in the Tender Offer
Memorandum.
On 14 May 2024, Air France-KLM has successfully
placed new bonds, for a total nominal amount of €650 million with a
5-year maturity and a coupon of 4.625% under its Euro 4,500,000,000
Euro Medium Term Note Programme (the “New Notes”)
benefiting from a strong investor demand, with an orderbook above
€2.8 billion that covered c.4.3x the size of the New Notes.
As a result of the successful issuance of the
New Notes, Air France-KLM hereby announces an increase of the
Maximum Acceptance Amount relating to its current Tender Offer from
€350,000,000 to €450,000,000, subject to the right of the Company
in its sole and absolute discretion to increase or decrease such
amount.
Relations
Investisseurs
Michiel
Klinkers Marouane
Mami
michiel.klinkers@airfranceklm.com marouane.mami@airfranceklm.com
Site internet : www.airfranceklm.com
Information
agent
Kroll Issuer Services Limited | +44 20 7704 0880 |
airfranceklm@is.kroll.com |
Site internet : https://deals.is.kroll.com/airfranceklm
Disclaimer
This press release does not constitute an offer
to subscribe the New Notes nor an invitation to participate in the
Tender Offer in or from any country or jurisdiction to whom or in
which such offer would be unlawful under the applicable laws and
regulations. The Tender Offer is made under the terms and
conditions set out in the tender offer memorandum dated 13 May 2024
(the “Tender Offer Memorandum”).
This press release is not a prospectus for the
purposes of the Regulation (EU) 2017/1129, as amended (the
“Prospectus Regulation”).
The New Notes are not being subject to a public
offering in any country or jurisdiction, including in France, to
any person other than qualified investors. Tenders of Existing
Notes for purchase pursuant to the Tender Offer from qualifying
holders shall not be accepted in any circumstances where such offer
or solicitation is unlawful. The Company does not make any
recommendation as to whether or not qualifying holders should
participate in the Tender Offer.
The distribution of this press release may be
restricted by law in certain jurisdictions. Persons into whose
possession this press release comes should inform themselves about
and observe any applicable legal and regulatory restrictions.
Prohibition of sales to EEA retail
investors
The New Notes are not intended to be offered,
sold or otherwise made available to and should not be offered,
sold, or otherwise made available to any retail investors in the
European Economic Area (the “EEA”). For these
purposes, a retail investor means a person who is one (or more)
of:
(i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU as amended (“MiFID II”);
and/or(ii) a customer within the
meaning of Directive 2016/97/EU as amended, where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II.France
This press release is only directed at qualified
investors as defined in Article 2 point (e) of the Prospectus
Regulation and in accordance with Article L. 411-2, 1° of the
French Code monétaire et financier.
United Kingdom
This press release is only directed at qualified
investors within the meaning of Article 2(e) of the Prospectus
Regulation as it forms part of the UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 who are (i) investment
professionals as defined in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Financial Promotion Order”); or (ii) persons
falling within Article 43(2) of the Financial Promotion Order,
including existing members and creditors of the Company, or (iii)
other persons to whom it may otherwise be lawfully
communicated.
United States
This press release does not constitute or form a
part of any offer or solicitation to purchase or subscribe for
notes nor of any offer or solicitation to sell notes in the United
States. The New Notes have not been and will not be registered
under the Securities Act of 1933, as amended (the
“Securities Act”) or with any securities
regulatory authority of any state or other jurisdiction in the
United States, and may not be offered, sold, pledged or otherwise
transferred within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S of the
Securities Act (each a “U.S. Person”)), directly
or indirectly. The New Notes are being offered and sold only
outside the United States to non-U.S. Persons in compliance with
Regulation S under the Securities Act.
The Tender Offer is not being made and will not
be made directly or indirectly in or into, or by use of the mails
of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone, email and
other forms of electronic transmission) of interstate or foreign
commerce of, or any facility of a national securities exchange of,
to owners of Existing Notes who are located in the United States or
to U.S. Persons and such Existing Notes may not be tendered in the
Tender Offer by any such use, means, instrumentality or facility
from or within the United States, by persons located or resident in
the United States or by U.S. Persons. Accordingly, copies of this
press release are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or
forwarded in or into the United States or to any such person. Any
purported offer to sell in response to the Tender Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid, and offers to sell made by a person located or resident
in in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States or any U.S.
Person will not be accepted.
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Acceptance Amount
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