Finnair considers issuance of new notes and announces a voluntary tender offer of its outstanding notes maturing in 2025

Finnair Plc               Stock Exchange Release                14 May 2024 at 3:20 p.m. EEST

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Finnair Plc (the "Company") is considering the issuance of new inaugural rated euro-denominated notes (the "New Notes"). The potential issue is expected to take place in the near future subject to market conditions.

At the same time, the Company announces that it invites the holders of its 4.250 per cent, unrated notes due 19 May 2025 with an initial nominal amount of EUR 400 million (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 14 May 2024 (the "Tender Offer Memorandum") (the "Tender Offer").

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 initially accept for purchase any and all of the Notes validly tendered, 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.  Whether the Company will accept for purchase any Notes validly tendered is subject to, without limitation, the pricing of the issue of the New Notes (the "New Issue Condition").

The purchase price of the Notes is EUR 1,005 per EUR 1,000 in principal amount of the Notes. Accrued and unpaid interest will be paid in respect of all Notes accepted for purchase.

When considering the allocation of the New Notes, the Company will take into consideration the Notes tendered and may give priority to those Noteholders who, prior to such allocation, have validly tendered or have given a firm intention to the Company or any Dealer Manager that they intend to tender their Notes for purchase pursuant to the Tender Offer. Therefore, a Noteholder that wishes to subscribe for New Notes in addition to tendering its existing Notes for purchase pursuant to the Tender Offer will be eligible to receive, at the sole and absolute discretion of the Company, potential priority in the allocation of the New Notes, subject to satisfaction of the New Issue Condition, the selling restrictions contained in the prospectus for the New Notes and such Noteholder making a separate application for the subscription of such New Notes to a Dealer Manager (in its capacity as a bookrunner of the issue of the New Notes) in accordance with the standard new issue procedures of such Dealer Manager. However, the Company is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender its Notes for purchase pursuant to the Tender Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being EUR 100,000) and the minimum subscription amount, (being EUR 100,000).

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 (EEST) on 22 May 2024. The final outcome of the Tender Offer will be announced as soon as practicable after the expiry of the offer period. Subject to satisfaction of the New Issue Condition, the settlement date for the Tender Offer and the New Notes is expected to be 24 May 2024.

Rationale for the Tender Offer

The Company intends to use the proceeds of the New Notes, less costs and expenses incurred by the Company in connection with the issue of the New Notes, to fund the purchase of Notes accepted for purchase in the Tender Offer and refinancing and other general corporate purposes of the group. The rationale of the Tender Offer is, thus, to proactively manage the debt portfolio of the Company.

Danske Bank A/S and Nordea Bank Abp act as the Dealer Managers (the "Dealer Managers") and Nordea Bank Abp acts as the Tender Agent (the "Tender Agent") for the Tender Offer. Information in respect of the Tender Offer and the Tender Offer Memorandum may be obtained from the Dealer Managers.

Danske Bank A/S, Deutsche Bank Aktiengesellschaft, Nordea Bank Abp, OP Corporate Bank plc and Skandinaviska Enskilda Banken AB (publ) act as Bookrunners for the issue of the New Notes (the "Bookrunners").

Dealer Managers:

Danske Bank A/S

Telephone: [phone]

Attention: Debt Capital Markets

Email: [e-mail]

Nordea Bank Abp

Telephone: [phone]

Attention: Nordea Liability Management

Email: [e-mail]

For further information:

Mikko Hepokari, Group Treasurer, tel. [phone], [e-mail]

Kristian Pullola, CFO, tel. [phone], [e-mail]

FINNAIR PLC

Distribution:

NASDAQ OMX Helsinki

Principal media

Finnair is a network airline, specialising in connecting passenger and cargo traffic between Asia, the Middle East, North America and Europe. Finnair is the only airline with year-round direct flights to Lapland. Sustainability is at the heart of everything we do - Finnair intends to reach carbon neutrality latest by the end of 2045. Customers have chosen Finnair as the Best Airline in Northern Europe in the Skytrax Awards for 13 times in a row. Finnair is a member of the oneworld alliance. Finnair Plc's shares are quoted on the Nasdaq Helsinki stock exchange.

IMPORTANT NOTICE

Neither this release nor the Tender Offer Memorandum constitutes a recommendation by Finnair, the Dealer Managers, the Tender Agent, the Bookrunners, or any of their respective directors, officers, employees, agents or affiliates regarding the Tender Offer or a recommendation as to whether the Noteholders should tender any Notes in the Tender Offer or a recommendation to subscribe for any notes potentially issued by the Company. The Noteholders should consult their own tax, accounting, financial and legal advisers and make an independent decision as to whether to tender any Notes held by them for purchase pursuant to the Tender Offer or to invest in any notes potentially issued by the Company.

Distribution restrictions

The distribution of this release and the invitation to tender the outstanding Notes is prohibited by law in certain countries. The Tender Offer is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release, the Tender Offer Memorandum and any other information and materials relating to the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release, the Tender Offer Memorandum and any other such information and materials may come are required to inform themselves about and comply with such restrictions. This release, the Tender Offer Memorandum and any other such information or materials 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 United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa. The information contained in this release shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell the Notes to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of Finnair, the Dealer Managers or the Tender Agent or any of their respective affiliates and representatives assume any legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting the Notes are aware of these restrictions or not.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") (each, a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of the Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Noteholder participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person.

For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been, and will not be, approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. This release, the Tender Offer Memorandum and any such other offer material relating to the Tender Offer may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, (iv) persons who are within Article 43 of the Order and (v) other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i) to (v) above together being referred to as "relevant persons"). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release, the Tender Offer Memorandum or any of its contents.

France

The communication of this release and the Tender Offer is not being made, directly or indirectly, to the public in France. Neither the Tender Offer Memorandum nor any other documents or offering materials relating to the Tender Offer have been or shall be distributed to the public in France and only qualified investors (investisseurs qualifiés) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 are eligible to participate in the Tender Offer. The Tender Offer Memorandum has not been and will not be submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Republic of Italy

None of the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. In the Republic of Italy, the Tender Offer is being carried out as an exempted offer pursuant to Article 101 bis, paragraph 3 bis of Legislative Decree no. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35 bis, paragraphs 3 and 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "CONSOB Regulation").

Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended from time to time) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

General

This release or the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell any Notes (and tenders of the Notes in the Tender Offer will not be accepted from any Noteholders thereof) in any circumstances in which such offer or solicitation would be considered unlawful. In those jurisdictions where the securities, investor protection or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Managers or any of the Dealer Managers' affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of Finnair in such jurisdiction.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of the Notes for purchase pursuant to the Tender Offer from any Noteholder that is unable to make these representations will not be accepted. Each of Finnair, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of the Notes for purchase pursuant to the Tender Offer, whether any such representation given by any Noteholder thereof is correct and, if such investigation is undertaken and as a result Finnair determines (for any reason) that such representation is not correct, such tender shall not be accepted.

Disclaimer

This release is for information purposes only and is not to be construed as an offer to sell any securities of Finnair. No actions have been taken to register or qualify the New Notes, or otherwise to permit a public offering of the New Notes, in any jurisdiction. If Finnair decides to proceed with the issue of the New Notes, any offering material or documentation related to the New Notes may be received only in compliance with applicable exemptions or restrictions. None of Finnair, the Dealer Managers, the Tender Agent nor the Bookrunners or their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Finnair's securities, including the New Notes, are aware of such restrictions.

The New Notes have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. The New Notes may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

https://news.cision.com/finnair/r/finnair-considers-issuance-of-new-notes-and-announces-a-voluntary-tender-offer-of-its-outstanding-no,c3979502

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