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Air France-KLM Pricing and approval of the prospectus

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AIR FRANCE - KLM
·8-min read
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Roissy, 13 April 2021

Air France-KLM announces the subscription price of its capital increase without shareholders’ preferential subscription rights by way of a public offering and with a 3-day priority subscription period on an irreducible basis and, partially, 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 the exercise in full of the increase option

Approval of the prospectus by the AMF

Beginning of the priority subscription period and of the public offering

Further to the press release dated 12 April 2021 announcing the launch of a capital increase and the beginning of the private placement, Air France-KLM (the “Company”) announces today that the subscription price has been set at €4.84 per new share, representing a 9,98% discount on the volume-weighted average share price of the Company of the last 3 trading sessions prior to the 12 April 2021 inclusive and a 8.85% discount on the closing price as of 12 April 2021, in the context of its capital increase announced on 12 April 2021 and following the completion of the private placement the same day.

The Capital Increase will result in the issuance of 186,086,956 new shares, which may be increased to 213,999,999 new shares in the event of the exercise in full of the Increase Option (“New Shares”), corresponding to a maximum of 50% of the Company’s share capital.

Partial exercise of the increase option

Given the orders received in the context of the private placement, the Company intends to exercise at least 50% of the increase option of the capital increase.

The final decision on the exercise of this increase option will be taken at the end of the centralization period, on 19 April 2021.

The Capital Increase will include:

  • a 3-day priority subscription period on an irreducible and, partially, reducible basis that will be granted to the Company’s existing shareholders (as of the record date of 12 April 2021), which will run from 13 April 2021 to 15 April 2021 (included) at 5:00pm (Paris time);

  • a public offering in France for retail investors principally, which will run from 13 April 2021 until 15 April 2021 (inclusive) at 5:00pm (Paris time) (the “Public Offering”); and

  • a private placement to institutional investors, launched on 12 April 2021 and closed on the same day (the “Private Placement”).

Orders placed in the Public Offering and Private Placement might be subject to reduction depending on the results of the priority subscriptions on an irreducible basis and reducible basis received during the priority subscription period. It is specified that subscriptions made by shareholders on a reducible basis will be allocated in proportion to their requests on an irreducible basis (within the limit of 5 times their demand on a reducible basis) and, in any case, within the limit of their demand.

Availability of the prospectus

The prospectus (the “Prospectus”), comprising (i) the universal registration document of the Company filed with the AMF on 7 April 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 dated 12 April 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 Company’s headquarters, located at, 2, rue Robert Esnault-Pelterie - 75007 Paris, France.

Potential investors are advised to consider carefully the risk factors described in chapter 3.1 “Risk factors” of the Universal Registration Document and chapter 2 “Risk factors” of the Securities Note. Should all or any part of these risk factors materialize, the Company’s and the group’s businesses, financials, results or ability to reach its guidance may be negatively affected.

Investor Relations Press

Olivier Gall Michiel Klinkers Press office

+33 1 49 89 52 59 +33 1 49 89 52 60 +33 1 41 56 56 00

olgall@airfranceklm.com michiel.klinkers@klm.com

Website: www.airfranceklm.com


IMPORTANT INFORMATION

This press release includes "forward-looking statements". All statements other than statements of historical facts included in this press release, including, without limitation, those regarding Air France-KLM’s financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Air France-KLM, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Air France-KLM’s present and future business strategies and the environment in which Air France-KLM will operate in the future. Additional factors could cause actual results, performance or achievements to differ materially. Air France-KLM expressly disclaims any obligation or undertaking 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 nor a solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential 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 14 June 2017 (as amended, the “Prospectus Regulation”). Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision 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 respect to the member states of the European Economic Area (other than France) (each a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Relevant Member State. As a result, the securities may not and will not be offered in any Relevant Member State except in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by Air France-KLM of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that Relevant Member State.

The distribution of this press release has not been made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 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 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 securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on 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 of securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the law of any State or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Air France-KLM does not intend to register all or any portion of the securities in the United States under the Securities Act or to conduct a public offering of the securities in the United States.

This announcement may not be published, forwarded or distributed, directly or indirectly, in the United States of America, Australia or Japan.

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