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2007-11-21 12:20:09 CET 2007-11-21 12:20:09 CET REGULATED INFORMATION Finnair Oyj - Company AnnouncementFINNAIR TO UNDERTAKE A SHARE OFFERING OF EUR 248.5 MILLIONNot for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan. FINNAIR PLC STOCK EXCHANGE RELEASE 21 NOVEMBER 2007 FINNAIR TO UNDERTAKE A SHARE OFFERING OF EUR 248.5 MILLION The Board of Directors of Finnair Plc has decided today, based on the share issue authorization granted by the Extraordinary Shareholders' Meeting of 21 November 2007, on a new issue in which a maximum of 39,447,270 new shares shall be offered to be subscribed for by shareholders, at a subscription price of EUR 6.30 per share. Provided that the offering is fully subscribed for, EUR 248.5 million will be raised through the offering. The shareholders shall have a pre-emptive right to subscribe for new shares in proportion to their current shareholding in the company. A shareholder who is registered in the company's shareholders' register maintained by the Finnish Central Securities Depository Ltd on the record date of the offering on 26 November 2007, or a shareholder whose shares are nominee registered on the record date in the shareholders' register maintained by the Finnish Central Securities Depository Ltd, will automatically receive one freely transferable subscription right as a book-entry for every share owned. For every nine (9) subscription rights, the shareholder or person or entity to whom the shareholders' subscription rights have been transferred, will be entitled to subscribe for four (4) new shares. The subscription rights will trade on the Helsinki Stock Exchange from 29 November 2007 until 10 December 2007. The share subscription period commences on 29 November 2007, and expires at 5:00 p.m., Finnish time on 17 December 2007. Danske Markets and UBS Investment Bank will act as the joint global coordinators and joint bookrunners for the offering and Aventum Partners as the financial adviser to the company. Based on the share issue authorization granted by the Extraordinary General Meeting, the Board of Directors is entitled to organize a secondary placement after the expiry of the shareholders' pre-emptive subscription right on 17 December 2007. The company intends to use the net proceeds from the offering to fund its fleet restructuring programme and related investment that enable the realisation of the company's growth strategy. The specific terms and conditions of the offering are set out in the appendix to this stock exchange release. The offering circular relating to the offering will be published on or about 26 November 2007. The company has agreed with the joint global coordinators that, during the period beginning on the date of publication of the offering circular and ending 180 days from the date of listing of the shares, it will not, except for the offer shares and subject to certain other exceptions, without the prior written consent of the joint global coordinators (which consent shall not be unreasonably withheld or delayed), authorise the issuance of, issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares or any securities exchangeable for or convertible into or exercisable for shares, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transactions are to be settled by delivery of the shares or other securities, in cash or otherwise. The Finnish State, which owns 55.78 percent of the outstanding shares and voting rights in the company, has at the Extraordinary General Meeting of the company's shareholders held on 21 November 2007, supported the proposal authorising the company's Board of Directors to decide on an issue of new shares against consideration. On 14 November 2007, the Finnish Parliament approved the supplemental budget proposal, which includes an appropriation for the exercise of all of the Finnish State's rights to subscribe for new shares. The supplementary budget took effect on 20 November 2007. The Finnish State's participation in the offering is subject to Finnish Council of State's decision to subscribe for new shares. FL Group has informed Finnair that its holding in Finnair as of 20 November 2007 was approximately 24 per cent of all Finnair's shares and has earlier today informed Finnair of its intention to participate in the offering. Finnair Plc Communications 21 November 2007 The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This document does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved for publication in the United Kingdom in respect of the securities. Consequently the securities must not be sold or offered for sale in the United Kingdom, except to persons who fall within the exemptions set out in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. Danske Bank A/S ("Danske Markets") and UBS Limited ("UBS Investment Bank") are acting for Finnair and for no-one else in connection with the potential share offering and will not be responsible to anyone other than Finnair for providing the protections afforded to the respective clients of Danske Markets or UBS Investment Bank nor for providing any advice in relation to the potential share offering." APPENDIX: TERMS AND CONDITIONS OF THE OFFERING On 21 November 2007, the Extraordinary General Meeting of the Company's Shareholders authorized the Company's Board of Directors to decide on a share issue against consideration in which the shareholders shall have the pre-emptive right to subscribe for new shares in proportion to their current shareholding in the Company. Based on the authorization a maximum of 50,000,000 new shares may be issued in the share issue. The Board of Directors was also authorized to decide upon the detailed terms and conditions of the Offering. The authorization includes a right by the Board of Directors to decide on the offering of the Remaining Offer Shares for to persons designated by the Board of Directors. On 21 November 2007, the Board of Directors of the Company resolved, based on the authorisation of the Extraordinary General Meeting of the Company's Shareholders, to issue a maximum of 39,447,270 new Offer Shares as set out in these Terms and Conditions of the Offering. As a result of the Offering, the amount of the Company's shares may increase from 88,756,358 to a maximum of 128,203,628 shares. The Offer Shares in the Offering represent 44.4 percent of the total Shares and voting rights of the Company prior to the Offering. Right to Subscribe The Offer Shares will be offered for subscription to the shareholders of the Company in proportion to their existing shareholding in the Company. The record date for the Offering is 26 November 2007 (the “Record Date”). A shareholder registered in the Company's shareholders' register maintained by the Finnish Central Securities Depository Ltd. (the “FCSD”) on the Record Date or a shareholder whose shares are nominee registered on the Record Date in the shareholders' register maintained by the FCSD, will be automatically allocated one (1) freely transferable Right as a book-entry (ISIN code “FI0009503031”) for every share owned on the Record Date. A shareholder, or a person or an entity to whom such shareholder's Rights have been transferred, is entitled to subscribe for four (4) Offer Shares for every nine (9) Rights. No fractions of Offer Shares will be allotted. Subscription Price The Subscription Price is EUR 6.30 per Offer Share. The Subscription Price includes the customary discount for rights issues, the amount of which in the Offering is approximately 34.7 percent of the closing price for the last day preceding the decision on the share issue. According to the decision made by the Board of Directors of the Company, the Subscription Price shall be entered into the unrestricted equity reserve. Subscription Period The Subscription Period commences on 29 November 2007, and expires at 5:00 p.m., Finnish time, on 17 December 2007. The places of subscription will accept subscription assignments during their normal business hours. The Subscription Right can be used during the entire Subscription Period. The Rights with respect to any Remaining Offer Shares have been set out below in “—Placement of Remaining Offer Shares”. The shareholders should note that custodians and book-entry account operators may require investors to provide their instructions and to make payment for the Subscription Price at a specified date already prior to the expiry of the Rights trading period. Places of Subscription Subscriptions can be exercised at the customer service offices of Sampo Bank Finland Plc, the offices of Mandatum Private Bank, as well as through Sampo Bank Finland Plc's phone-in service Tel. +358 200 25760 (Finnish) and +358 200 2570 (Swedish). A subscription exercised at the telephone bank requires that the subscriber has a valid service contract regarding phone-in services with Sampo Bank Finland Plc. In addition, subscriptions may be submitted to the account operators and custodians who have an agreement with Sampo Bank Finland Plc. Exercise and Payment of Offer Shares A shareholder or other investor may participate in the Offering by subscribing for Offer Shares pursuant to the Rights registered on his or her book-entry account and by paying the Subscription Price. Every nine (9) Rights entitles to subscribe for four (4) Offer Shares. No fractions of Offer Shares will be allotted. In order to participate in the Offering, a shareholder or other investor must submit a subscription assignment in accordance with the instructions given by his or her own custodian or account operator. Shareholders and other investors participating in the Offering, whose shares or Rights are held through a nominee (or other custodian), must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holders. Any exercise of the Rights is irrevocable and may not be modified or cancelled in the circumstances discussed under “—Cancellation of Subscriptions under Certain Circumstances”. Any unexercised Rights at the end of the Subscription Period on 17 December 2007 will expire. Placement of Remaining Offer Shares The Joint Global Coordinators and the Company may separately agree on the placement of the Remaining Offer Shares. The Joint Global Coordinators may, pursuant to such separate agreement with the Company, if any, either (i) use their reasonable efforts to procure subscribers for the Remaining Offer Shares on the market or through a book-building process, or (ii) in the sole discretion of the Joint Global Coordinators, subscribe for the Remaining Offer Shares and sell such Remaining Offer Shares on the market or through a book-building process. The Board of Directors of the Company may decide upon the placement, in which case the Subscription Period for the placement will be extended until 15 January 2008, at the latest. However, the Board of Directors may decide to discontinue the subscription period for the Remaining Offer Shares before the above-mentioned date. In cases of point (ii) above, the Joint Global Coordinators shall pay the net proceeds of any such sale (proceeds from the sale of any Remaining Offer Shares less the Subscription Price, the fees of the Joint Global Coordinators, any transfer tax and other costs) to the holders of the unexercised Rights that had entitled the holders thereof to subscribe for such Remaining Offer Shares. It is expected that the net proceeds will be paid on or about 4 January 2008. The holder of Rights may, at will, refuse the receipt of the net proceeds by notifying their account operators in writing thereof within the Subscription Period, by 17 December 2007, at latest. However, inasmuch as any subscription or sale of the Remaining Offer Shares is subject to a further supplementary agreement by and among the Joint Global Coordinators and the Company and is also subject to market conditions, there can be no assurance of the subscription or sale of such Remaining Offer Shares. Therefore, the holders of any unexercised Rights may not receive any proceeds in relation thereto. The Joint Global Coordinators may undertake the procedure described above with respect to expired Rights without the consent of the holder of the Rights. The Joint Global Coordinators have no obligation to sell or procure subscribers for the Remaining Offer Shares and the Joint Global Coordinators may, with the Company's consent, accept offers lower than the market price for the Remaining Offer Shares. The Company shall approve any final sales of the Remaining Offer Shares and the subscriptions. If the placement of Remaining Offer Shares is not executed, the shares not subscribed for may be designated for subscription to persons decided by the Board of Directors. Cancellation of Subscriptions under Certain Circumstances Investors, who have subscribed Offer Shares, are entitled to cancel their subscription according to the Finnish Securities Market Act in the event that the Offering Circular is supplemented due to a material mistake or inaccuracy relating to the information in the Offering Circular, which could affect the assessment of the Offer Shares. The subscription must be cancelled within two (2) banking days from the publication of the supplement to the Offering Circular. The Finnish Financial Supervision Authority has, for a special reason, a right to decide that the cancellation period is at least four (4) banking days. The cancellation right may only be used if the investor has undertaken to subscribe for the Offer Shares prior to the publication of the supplement to the Offering Circular and the supplement is publish between the time the Offering Circular was approved by the The Finnish Financial Supervision Authority and the time when trading with the interim shares begins. The procedure allowing for the cancellation of subscriptions will be announced together with any such supplement to the Offering Circular through publishing a stock exchange release. Public Trading of the Rights The Rights are freely transferable during the entire Subscription Period. Public trading of the Rights commences on 29 November 2007 and expires on 10 December 2007. The available price on the Helsinki Stock Exchange for the Rights will be determined in market trading. The Rights may be acquired or transferred by giving purchase or sell orders to the holder's own custodian or account operator or to any broker. The trading symbol of the Rights is “FIA1SU0107”. Payment for the Subscriptions The Subscription Price of the Offer Shares subscribed for in the Offering shall be paid in full at the time of subscription in accordance with the instructions given by the place of subscription or the relevant custodian or account operator. Approval of the Subscriptions The Board of Directors of the Company will approve all subscriptions pursuant to the Rights made in accordance with these terms and conditions of the Offering and applicable laws and regulations valid at the end of the Subscription Period, as well as any subscriptions for the Remaining Offer Shares in the placement pursuant to the Rights. The Company will publish the final result of the Offering in a stock exchange release on or about 20 December 2007. Registration of the Shares to the Book-entry Accounts and Trading with the Offer Shares The Offer Shares that are subscribed for in the Offering will be issued in book-entry form in the book-entry system maintained by the FCSD. The Offer Shares will be recorded on the subscriber's book-entry account after the approval of the subscription as interim shares (ISIN code “FI0009015697”, trading under the symbol (“IA1SN0107”) representing the Offer Shares. Trading in such interim shares will commence on the first trading day following the expiration of the Subscription Period on or about 18 December 2007. The interim shares will be combined with the Company's existing class of shares (ISIN code “FI0009003230”, trading under the symbol “FIA1S”) when the Offer Shares have been registered with the Trade Register. Such combination is expected to occur on or about 28 December 2007. The Offer Shares are freely transferable. Shareholder Rights The Offer Shares will entitle their holder to any future dividends declared by the Company and to other shareholder rights in the Company after the Offer Shares have been registered with the Trade Register, which is expected to take place on or about 28 December 2007. Information The documents referred to in Chapter 5, Section 21 of the Finnish Companies Act, are available for review at the head office of the Company, Tietotie 11 A, FI-01053 FINNAIR and on the Company's website www.finnair.fi. Applicable Law and Dispute Resolution The Offering shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of jurisdiction in Finland. Other Issues The Board of Directors of the Company may decide upon the detailed terms and conditions of the Offering. |
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