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2020-08-18

Finnair considers issuance of new capital securities and announces a voluntary tender offer of its outstanding capital securities issued in 2015

Finnair Plc           Stock Exchange Release    18 August 2020 at 10.15 a.m. EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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").

Dealer Managers:

Citigroup Global Markets Limited

Telephone: +44 20 7986 8969

Attention: Liability Management Group

Email: liabilitymanagement.europe@citi.com

 

Nordea Bank Abp

c/o Nordea Danmark, filial af Nordea Bank Abp

Nordea Markets, Debt Capital Markets

Telephone: +45 6161 2996

Attention: Bibi Larsen

Email: NordeaLiabilityManagement@nordea.com

 

OP Corporate Bank plc

OP Corporate Bank plc, Debt Capital Markets

Telephone: +358 10 252 1668

Attention: Thomas Ulfstedt

Email: liabilitymanagement@op.fi

 

FINNAIR PLC

Further information:

Finnair communications, 358 9 818 4020, comms@finnair.com

Distribution:

NASDAQ OMX Helsinki

Principal media

Finnair is a modern premium network airline, specialising in passenger and cargo traffic between Asia and Europe. Helsinki's geographical location gives Finnair a competitive advantage, since the fastest connections between many European destinations and Asian megacities fly over Finland. Finnair is the only Nordic network carrier with a 4-star Skytrax ranking and a member of the oneworld alliance. In 2019, Finnair's revenues amounted to EUR 3,098 million and it carried over 14.7 million passengers. Finnair Plc's shares are quoted on the Nasdaq Helsinki stock exchange.

IMPORTANT NOTICE

Neither this release nor the Tender Offer Memorandum constitutes a recommendation by Finnair, the Dealer Managers, the Tender Agent, the Joint Lead Managers, or any of their respective directors, officers, employees, agents or affiliates regarding the Tender Offer or a recommendation as to whether the Holders should tender any Capital Securities in the Tender Offer or a recommendation to purchase any new capital securities potentially issued by the Company. The Holders should consult their own tax, accounting, financial and legal advisers and make an independent decision as to whether to tender any Capital Securities held by them for purchase pursuant to the Tender Offer or to invest in any new capital securities potentially issued by the Company.

Distribution restrictions

The distribution of this release and the invitation to tender the outstanding Capital Securities is prohibited by law in certain countries. The Tender Offer is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release, the Tender Offer Memorandum and any other information and materials relating to the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release, the Tender Offer Memorandum and any other such information and materials may come are required to inform themselves about and comply with such restrictions. This release, the Tender Offer Memorandum and any other such information or materials may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa. The information contained in this release shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell the Capital Securities to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of Finnair, the Dealer Managers or the Tender Agent or any of their respective affiliates and representatives assume any legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting the Capital Securities are aware of these restrictions or not.

United States

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 of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") (each, a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Capital Securities may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of the Capital Securities in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Capital Securities made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Holder participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person.

For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been, and will not be, approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. This release, the Tender Offer Memorandum and any such other offer material relating to the Tender Offer may only be distributed to and is only directed at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth companies, (iv) persons who are within Article 43 of the Order and (v) other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, (all such persons in (i) to (v) above together being referred to as &...

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