Air France-KLM launches an offering of Bonds Convertible into New Shares and/or Exchangeable for Existing Shares (OCEANE) due 2026 for a maximum nominal amount of €500 million
Roissy (France), 20 March 2019 - Air France-KLM (the "Company") (Euronext Paris: FR0000031122) announces today the launch of an offering of bonds convertible into new shares and/or exchangeable for existing shares ("OCEANE") due 2026 (the "Bonds") for a maximum nominal amount of €500 million within the limits of a maximum number of 30 million underlying shares by way of a private placement to institutional investors only (the "Offering").
The net proceeds from the issue of the Bonds will be used by the Company for general corporate purposes, including the refinancing of the subordinated perpetual notes issued in 2015 and callable in October 2020.
The nominal unit value of the Bonds will be set at a premium of 57.5% to 65.0% above Air France-KLM's reference share price on the regulated market of Euronext Paris (« Euronext Paris »).
The Bonds will be issued at par and will bear a coupon ranging from 0.125% to 0.500% from the Issue Date (as defined below), payable annually in arrears on March 25 of each year (or on the following business day if this date is not a business day), and for the first time on March 25, 2020.
The final terms of the Bonds are expected to be announced today and the settlement-delivery of the Bonds is expected to take place on March 25, 2019 (the "Issue Date").
Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on March 25, 2026 (or on the following business day if this date is not a business day). The Bonds may be redeemed prior to maturity at the option of the Company, under certain conditions, and at the option of the bondholders, notably in case of a Change of Control of the Company (as defined in the terms and conditions of the Bonds).
In particular, the Bonds may be fully redeemed earlier at par plus accrued interest, at the Company's option from April 15, 2022 until the maturity date of the Bonds, if the arithmetic average, calculated over a period of 10 consecutive trading days chosen by the Company from among the 20 consecutive trading days preceding the publication of the early redemption notice, of the products of the Company's volume weighted average price on Euronext Paris on each trading day and the applicable exchangeable ratio on each such trading Day exceeds 130% of the nominal value of the Bonds.
Moreover, the Bonds may be redeemed at par plus accrued interest at the bondholders' option on March 25, 2024.
Existing shareholders of the Company shall have no preferential subscription rights (or priority subscription period) in connection with the issue of the Bonds or the underlying new shares of the Company issued upon conversion.
Application will be made for the listing of the Bonds on Euronext AccessTM (the open market of Euronext Paris) to occur within 30 days after the Issue Date.
HSBC, Natixis and Société Générale are acting as joint global coordinators and joint bookrunners of the Offering (the "Joint Global Coordinators").
Intention of existing shareholders
The French State, who currently holds 14.29% of the Company's share capital, has informed the Company of its intention to participate to the placement pro rata to its current shareholding.
The Company is not aware of the intention of any of its other main shareholders to participate in the Offering.
Bondholders will be granted a conversion/exchange right of the Bonds into new and/or existing shares of the Company which they may exercise at any time from the 40th day following the Issue Date (i.e. May 04, 2019) and up to 5.00 p.m. (Paris time) on the 7th business day (inclusive) preceding the maturity date or the relevant early redemption date.
The conversion/exchange ratio is set at one share per Bond subject to standard adjustments in certain cases. Upon exercise of their conversion/exchange right, bondholders will receive at the option of the Company new and/or existing Air France-KLM shares carrying in all cases all rights attached to existing shares as from the date of delivery.
In the context of the Offering, the Company will agree to a lock-up undertaking for a period starting from the announcement of the final terms of the Bonds and ending 90 days after the Issue Date, subject to certain customary exceptions or waiver from the Joint Global Coordinators.
For illustrative purpose, based on a €500m Offering, a nominal value of €17.29 per OCEANE and a 61.25% conversion premium corresponding to the mid-range of conversion premium, the dilution would approximately represent 6.7% of the outstanding share capital, should the Company decide to exclusively deliver new shares upon conversion.
Legal framework of the Offering and placement
The Offering of the Bonds will be conducted solely on a private placement basis. The Offering will be made in compliance with Article L. 411-2-II of the French monetary and financial code (Code monétaire et financier, as per the authorisation granted by the Company's extraordinary general meeting held on May 16th, 2017 (15th resolution), via an accelerated bookbuilt private placement in France and outside of France (excluding in particular the United States of America, Canada, Australia or Japan), to institutional investors only.
The Offering of the Bonds is not subject to a prospectus approved by the French Financial Market Authority (Autorité des marchés financiers) (the « AMF »). Detailed information on Air France-KLM, including its business, results, prospects and related risk factors are described in the Company's registration document (Document de Référence) filed with the AMF on 29 March 2018 under number D.18-0232 which is available, together with Air France-KLM's interim financial report as at 30 June 2018, the consolidated financial statements as at 31 December 2018, all the press releases and other regulated information about the Company, on Air France-KLM's website (www.airfranceklm.com).
This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer is unlawful, and the Offering of the Bonds is not an offer to the public in any jurisdiction, including France.