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Finnair Announces Indicative Tender Offer Results

03, 2017

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

Finnair Plc, Stock Exchange Release, 22 March 2017 at 9:00 Finnish time (EET).

Finnair Plc (the “Company”) announces today the indicative results of the invitation to all holders of its outstanding EUR 150 million 5.000 per cent. notes due 29 August 2018 (ISIN: FI4000068598) (the “Notes”) to tender their Notes for purchase by the Company for cash (the “Tender Offer”).

The offer period for the Tender Offer expired at 4:00 p.m. Finnish time (EET) on 21 March 2017 (the “Expiration Deadline”). At the Expiration Deadline, the aggregate principal amount of the Notes validly tendered by the noteholders for purchase was EUR 81,932,000.

Pursuant to the terms of the Tender Offer, the Company has reserved the right, in its sole discretion, to decide on acceptance of the Notes for purchase, including not to accept any Notes for purchase. The acceptance by the Company of any Notes for purchase is subject to, without limitation, the successful pricing of the potential issue of new euro-denominated fixed rate notes (the “New Issue Condition”). As at this announcement, the New Issue Condition has not yet been fulfilled. If the Company chooses to accept the Notes for tender pursuant to the Tender Offer, tender instructions will be accepted in full without pro-ration. The Company expects to announce the final results of the Tender Offer, and whether the New Issue Condition has been fulfilled or not, as soon as feasible, and no later than 29 March 2017.

Additional information may be obtained from the Dealer Managers.

Dealer Managers:

Danske Bank A/S, Helsinki: +358 (0)10 513 8774, liabilitymanagement@danskebank.dk

Nordea Bank AB (publ): +45 6161 2996, bibi.larsen@nordea.com / nordealiabilitymanagement@nordea.com

Tender Agent:

Nordea Bank AB (publ), Finnish Branch

For further information, contact:
Group Treasurer, Christine Rovelli, tel. +358 9 818 8241,
christine.rovelli@finnair.com
Treasury Operations Manager, Aku Väliaho, tel. +358 9 818 4372,
aku.valiaho@finnair.com 

Finnair Plc
Communications

Finnair is a network airline specialising in passenger and cargo traffic between Asia and Europe. Helsinki’s geographical location gives Finnair a competitive advantage, since the fastest connections between many European destinations and Asian megacities fly over Finland. Finnair’s vision is to offer its passengers a unique Nordic experience, and its mission is to offer the smoothest, fastest connections in the northern hemisphere via Helsinki and the best network to the world from its home markets. Finnair is the only Nordic carrier with a 4-star Skytrax ranking and a member of the oneworld alliance. In 2016, Finnair’s revenues amounted to EUR 2,317 million and it had a personnel of 4,940 at the year-end. Finnair Plc’s shares are quoted on Nasdaq Helsinki.

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 securities of Finnair. The distribution of this release and the related material concerning the Tender Offer are prohibited by law in certain countries. Persons resident outside of Finland may receive this release and the related material concerning the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release and any such material may come are required to inform themselves about and comply with such restrictions. This release and such material 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. No invitation to tender any Notes is being made pursuant to this release and 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 any of Finnair's securities 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 Finnair's securities are aware of these restrictions or not. Please refer to the tender offer memorandum for a full description of such restrictions.

Any securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act”), or the securities laws of any state of the United States or other jurisdiction and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as such terms is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to the registration requirements of, the securities act and applicable state or local securities laws.

The communication of this release and the related material concerning 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 and any such materials 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 falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may lawfully be communicated (all such persons in (i), (ii) and (iii) 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 or any of its contents.