Roissy, April 13, 2021
Air France-KLM announces the subscription price for its capital increase without preferential subscription rights for shareholders by way of a public offer and with a priority subscription period of 3 days on an irreducible basis and, in part, on a reducible basis granted to existing shareholders for an amount of approximately € 901 million following the completion of the private placement, which may be increased to a maximum amount of € 1,036 million in the event of full exercise of the increase option
Approval of the prospectus by the AMF
Beginning of the priority subscription period and the public offer
Following the press release of April 12, 2021 announcing the launch of a capital increase and the start of the private placement, Air France-KLM (the “Company”) Announces today that the subscription price has been set at € 4.84 per new share, i.e. a discount of 9.98% on the volume-weighted average price of the Company’s share over the last 3 trading sessions. market prior to April 12, 2021 inclusive and a discount of 8.85% on the closing price on April 12, 2021, as part of its capital increase announced on April 12, 2021 and following the completion of the private placement on the same day.
The Capital Increase will result in the issue of 186,086,956 new shares, which may be increased to 213,999,999 new shares in the event of the full exercise of the Increase Option (“New shares»), Corresponding to a maximum of 50% of the Company’s share capital.
Partial exercise of the increase option
Taking into account the orders received within the framework of the private placement, the Company intends to exercise at least 50% of the capital increase option.
The final decision on the exercise of this increase option will be taken at the end of the centralization period, on April 19, 2021.
The capital increase will include:
- a priority subscription period of 3 days on an irreducible and, in part, reducible basis which will be granted to the existing shareholders of the Company (from the registration date of April 12, 2021), which will run from April 13, 2021 to April 15, 2021 (inclusive) at 5:00 p.m. (Paris time);
- a public offering in France intended primarily for retail investors, which will run from April 13, 2021 to April 15, 2021 (inclusive) at 5:00 p.m. (Paris time) (the ” Public offer”); and
- a private placement with institutional investors, launched on April 12, 2021 and closed on the same day (the “Private placement”).
Orders placed within the framework of the Public Offer and the Private Placement may be subject to a reduction depending on the results of the priority subscriptions on an irreducible and reducible basis received during the priority subscription period. It is specified that the subscriptions of the shareholders on a reducible basis will be allocated in proportion to their requests on an irreducible basis (within the limit of 5 times their request on a reducible basis) and, in any event, within the limit of their request.
Availability of the prospectus
The prospectus (the ” Prospectus“), Comprising (i) the universal registration document of the Company filed with the AMF on April 7, 2021 under number D.21-0270 (the”Universal registration document and (ii) a securities note (including a summary of the prospectus) (the “Securities Note») Which received approval under number 21-102 of April 12, 2021, is available on the Company’s website (www. Airfranceklm.com) and on the AMF’s website (www.amf-france .org). Copies of the Prospectus will be made available free of charge at the registered office of the Company, located at 2, rue Robert Esnault-Pelterie – 75007 Paris, France.
Potential investors are invited to carefully consider the risk factors described in chapter 3.1 “Risk factors“Of the Universal Registration Document and chapter 2”Risk factors»From the Operation Note. If all or part of these risk factors materialize, the activities, financial data, results or the ability to achieve its objectives of the Company and the group could be adversely affected.
Investor Relations Press
Olivier Gall Michiel Klinkers Service de presse
+33 1 49 89 52 59 +33 1 49 89 52 60 +33 1 41 56 56 00
[email protected] [email protected]
This press release contains “forward-looking statements”. All statements other than statements of historical fact included in this press release, including, without limitation, those concerning the financial position, business strategy, plans and management objectives of Air France-KLM for future transactions are forward-looking statements. Such forward-looking statements involve risks, uncertainties and other known and unknown factors, which may cause Air France-KLM’s actual results, performance or achievements, or the results of the industry, to be materially different. future results, performance or achievements expressed or implied in these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding Air France-KLM’s current and future business strategies and the environment in which Air France-KLM will operate in the future. Additional factors could cause material differences in actual results, performance or achievements. Air France-KLM expressly disclaims any obligation or commitment to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future developments or otherwise.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, or any sale of ordinary shares in any state or jurisdiction where such an offer, solicitation or sale would be unlawful prior to registration or the qualification. under the securities laws of those states or jurisdictions.
Distribution of this document may, in some jurisdictions, be restricted by local laws. Persons in possession of this document are required to inform themselves and to respect any local restrictions.
This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (as amended, the “Prospectus Regulation”). Prospective investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with deciding to invest in the securities. The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.
With regard to the Member States of the European Economic Area (other than France) (each being a “Relevant Member State”), no action has been taken or will be taken to make a public offering of the securities. referred to herein requiring publication of a prospectus in any Member State concerned. Consequently, the securities cannot and will not be offered in any Member State concerned, except within the framework of the exemptions provided for in Article 1, paragraph 4, of the Prospectus Regulation or in any other circumstance not requiring publication by Air France. -KLM of a prospectus in accordance with Article 3 of the Prospectus Regulation and / or the applicable regulations of this Member State concerned.
The distribution of this press release has not been made, and has not been approved, by an “authorized person” within the meaning of Article 21 (1) of the Financial Services and Markets Act 2000 . is distributed to persons in the United Kingdom and is directed only to such persons who (i) are “investment professionals” falling under section 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion ) Order 2005 (as amended, the “Order”), (ii) are persons falling under Section 49 (2) (a) to (d) (“high net worth companies, unincorporated associations, etc.” ) of the Order, or (iii) are persons to whom an invitation or inducement to engage in an investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any security may moreover be legally communicated or brought to be communicated (all these persons together referred to as “data subjects”). Any investment or investment activity to which this document relates is only available to the persons concerned and will only be undertaken with the persons concerned. Anyone who is not a Data Subject should not act or trust this document or any of its contents.
This press release may not be published, distributed or transmitted in the United States (including its territories and dependencies).
This press release does not constitute or form part of any offer to sell securities or any solicitation to buy or subscribe for securities or any solicitation to sell securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or the law of any state or other jurisdiction of the United States. United States, and may not be offered or sold in the United States without registration under the Securities Act or under an exemption or in connection with a transaction not subject to the registration requirements of the Securities Act. Air France-KLM does not intend to register all or part of the securities in the United States under the Securities Act or to make a public offer of securities in the United States.
This advertisement may not be posted, transmitted or distributed, directly or indirectly, in the United States of America, Australia or Japan.
- Press release Pricing and approval of the FRA prospectus