Finnair Oyj - Company Announcement

Finnair considers issuance of hybrid bond and announces invitation to tender its outstanding hybrid bond

Finnair PLC          STOCK EXCHANGE RELEASE       12 NOVEMBER 2012 AT 12:00 PM
eet 



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



Finnair Plc is considering issuance of a new hybrid bond. The potential issue
is expected to be launched in the near future subject to market conditions. The
targeted minimum size of the issue is approximately EUR 80 million. 

 ”Finnair has a strong funding position, which we wish to maintain. By the
potential issuance of a new hybrid bond and the invitation to tender our
outstanding hybrid bond we want to ensure, that Finnair continues to have a
flexible capital structure also in future," says Finnair CFO Erno Hildén. 

 At the same time Finnair hereby announces an invitation to tender for cash
(subject to restrictions as provided for in the Tender Offer Memorandum) its
outstanding EUR 120 million hybrid bond (ISIN: FI4000005798) up to the
aggregate amount of new hybrid bonds to be issued. The outstanding hybrid bond
was issued in September 2009, and Finnair may exercise an early redemption
option in September 2013. 

 The purchase price for the outstanding hybrid bond will be 102 percent of the
nominal amount of such notes. The Offer is due to expire at 2 pm EET on 21
November 2012. The settlement date is expected to be 26 November 2012. 

 The tender offer is subject to the successful completion of the issue of the
new hybrid bond. The new issue is subject to the successful completion of the
tender offer so, that the new hybrid will not be issued without a sufficient
amount of tenders for the currently outstanding hybrid bond. 

 A hybrid bond is an instrument which is subordinated to the company's other
debt obligations and which is treated as equity in the IFRS financial
statements. The hybrid bond does not confer to its holders the right to vote at
shareholder meetings and does not dilute the holdings of the current
shareholders. 

 Nordea Markets is acting as the tender agent for the Tender Offer. Nordea
Markets is acting as coordinator and Nordea Markets and Pohjola Markets jointly
as bookrunners for the potential new issue. Castrén & Snellman Attorneys Ltd
acts as legal advisor to Finnair. 



Further information
Finnair Media Desk, puh. +358 9 818 4020, comms(at)finnair.com

Distribution:

NASDAQ OMX Helsinki

Principal media






Disclaimer

This release is for informational purposes only and is not to be construed as
an offer to purchase or sell or a solicitation of an offer to purchase or sell
with respect to any hybrid bonds. The distribution of this release and the
related material concerning the issuance of the new hybrid bond and the
invitation to tender the outstanding hybrid bond are prohibited by law in
certain countries. The new hybrid bonds are not being offered and the tender
offer for the outstanding hybrid bonds is not made to the public either inside
or outside of Finland. Persons resident outside of Finland may receive this
release and the related hybrid bond documentation only in compliance with
applicable exemptions or restrictions. Persons into whose possession this
release and the related hybrid bond documentation may come are required to
inform themselves about and comply with such restrictions. This release and the
related hybrid bond documentation 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 USA, Australia, Canada,
Hong Kong, South Africa and Japan. The information contained herein shall not
constitute an offer to sell or tender, or a solicitation of an offer to buy or
sell the Issuer's hybrid bonds to any persons in any jurisdiction in which such
offer, solicitation or sale or tender would be unlawful. Finnair's
representatives assume no legal responsibility for such violations, regardless
of whether the parties contemplating investing in or divesting the Issuer's
hybrid bonds are aware of these restrictions or not. Finnair's hybrid bonds
have not been and will not be registered under the US Securities Act of 1933,
nor under any securities legislation of any state in the United States, and
they may not be offered, sold, resold delivered, distributed, bought or
transferred in the United States or to US citizens or on behalf of US citizens,
except pursuant to an exemption from the registration requirements of the
Securities Act of 1933 and any applicable state law legislation.