São Paulo, Brazil, June 27, 2018 – Azul S.A. (“Azul”) announced today that it has commenced an offering pursuant to which one of its shareholders, Hainan Airlines Holding Co., Ltd. (“Hainan”) is offering to sell 19,379,335 American depositary shares, or ADSs, of Azul in the United States and elsewhere outside of Brazil. Each ADS represents three preferred shares of Azul. The offering represents all of Hainan’s shares in Azul other than one share after formation of the ADSs, which will be disposed of by Hainan following the conclusion of the offering. Following the completion of the offering, Hainan will no longer have the right to appoint any directors to Azul’s board of directors.
The offering is part of Hainan’s strategic plan, which includes capital raising initiatives, selected divestments, as well as investments in airlines and in the aviation services sector. Azul and Hainan do not expect the offering to result in any material change to the strategic plan or commercial relationship between Azul and Hainan.
No other shareholder of Azul is selling in the offering.
The ADSs are listed on the New York Stock Exchange (NYSE) under the symbol “AZUL” and the preferred shares are listed on the Level 2 (Nível 2) segment of the São Paulo Stock Exchange (B3 S.A.— Brasil, Bolsa, Balcão) under the symbol “AZUL4.”
None of the ADSs being offered will be sold by Azul and Azul will not receive any proceeds from the offering, except for reimbursement of certain expenses incurred by Azul in connection with the offering. This offering will not have any dilution effect on Azul’s current shareholders.
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and UBS Securities LLC (who will act as representatives of the underwriters), and Itau BBA USA Securities, Inc. and Banco Bradesco BBI S.A. will collectively act as underwriters with respect to the offering of the ADSs by Hainan, which is being made only by means of a prospectus included in a registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 25, 2018, which automatically became effective upon filling, and an accompanying prospectus supplement filed with the Commission on June 27, 2018. A copy of the prospectus and the accompanying prospectus supplement relating to the offering may be obtained, when available, from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: +1 (800) 831-9146 (toll free); Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, by telephone at 1-800-503-4611, or by email at email@example.com; and UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, New York 10019, by telephone at 888-827-7275, or by email at firstname.lastname@example.org; and Itau BBA USA Securities, Inc., Attention: Steven M. Hurwitz, 767 Fifth Avenue 50th Floor, New York, NY 10153, by telephone at + 1 (212) 710-6734, or by email at email@example.com.