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Finnair announces tender offer results

Updated: Mar 17, 2023

Finnair announces results of the invitation to the holders of its outstanding EUR 400 mn 4.250 per cent. notes due 19 May 2025 (ISIN: FI4000507132)


24 FEBRUARY 2023


Full announcement available via Cision


Finnair Plc (the “Company”) announces today the results of the invitation to the holders of its outstanding EUR 400 million 4.250 per cent. notes due 19 May 2025 (ISIN: FI4000507132) (the “Notes”) (the "Noteholders") to tender the Notes for cash on the terms and conditions set out in the tender offer memorandum dated 16 February 2023 (the “Tender Offer Memorandum”) (the “Tender Offer”).

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.


Results of the Tender Offer


The expiration deadline for the Tender Offer was 4.00 p.m. (Helsinki time) on 23 February 2023.

As at the expiration deadline, the Company received offers to sell for EUR 152,084,000 nominal amount of Notes at a volume weighted average price of approximately 94 per cent.


The Company has set the final purchase price for the Notes to 90.00 per cent. of the nominal amount of each Note (the "Final Purchase Price") (an increase from the set minimum purchase price of 85.50 per cent.). The aggregate nominal amount of the Notes validly tendered by the Noteholders with a price equal to, or lower than, the Final Purchase Price, was EUR 17,546,000 and the Company will accept for purchase, at the Final Purchase Price, all such tenders of Notes (the "Final Acceptance Amount").


The Company will also pay accrued and unpaid interest on the Notes accepted for purchase being 1.16875 per cent. of the nominal amount of each Note.

From the Company’s perspective, investors have with their tender instructions, sent a clear signal that Finnair's credit and senior bonds are well-liked, with the majority of investors not wanting to sell their Finnair 2025 Notes at market levels indicated at the start of the Offer Period.


The settlement date for the Tender Offer is 28 February 2023. All the Notes purchased by the Company will be cancelled. The Notes not purchased pursuant to the Tender Offer will remain outstanding.

The following table sets forth certain information relating to the Tender Offer:




 

Finnair announces a voluntary tender offer of its outstanding notes maturing in 2025


16 FEBRUARY 2023


Full announcement available via Cision


Finnair Plc (the “Company”) announces that it invites the holders of its outstanding EUR 400 million 4.250 per cent. notes due 19 May 2025 (ISIN: FI4000507132) (the “Notes”) (the "Noteholders") to tender the Notes for cash on the terms and conditions set out in the Tender Offer Memorandum dated 16 February 2023 (the "Tender Offer Memorandum") (the “Tender Offer”).

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum. Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer.


Details of the Tender Offer


The Company proposes to set the amount subject to the Tender Offer to be up to EUR 100 million aggregate nominal of the Notes, although the Company reserves the right, in its sole discretion, to decide on acceptance of the Notes for purchase, including not to accept any Notes for purchase.


The purchase price of the Notes will be determined pursuant to a modified Dutch auction procedure (as further described in the Tender Offer Memorandum). The minimum purchase price for the Notes is set to 85.5 per cent. of the nominal amount (the "Minimum Purchase Price"). The Noteholders may offer their Notes to be purchased at the Minimum Purchase Price or at a price higher than the Minimum Purchase Price. After the Offer Period, the Company will decide, in its sole discretion, the aggregate nominal amount of Notes accepted for purchase and the single final purchase price of such Notes (the "Final Purchase Price"). All Notes validly tendered at a price equal to, or lower than, the Final Purchase Price will be accepted for purchase at the Final Purchase Price, subject to any potential pro rata adjustment (as further detailed in the Tender Offer Memorandum). Accrued and unpaid interest will be paid in respect of all Notes accepted for purchase.


Expected Transaction Timeline


Unless extended, re-opened or terminated as provided in the Tender Offer Memorandum, the Offer Period closes at 4:00 p.m. Finnish time (EET) on 23 February 2023. The results of the Tender Offer, including the aggregate amount of the Notes accepted for purchase and the Purchase Price will be announced in no case later than 24 February 2023. The settlement date is expected to be on 28 February 2023.


Purpose of the Tender Offer


The purpose of the Tender Offer is to proactively manage the Company's balance sheet and upcoming debt redemptions."

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