Early redemption of the bonds convertible into and/or exchangeable for new or existing shares (OCEANE) maturing on February 15, 2023


Air France-KLM informs today the holders of its bonds convertible into and/or exchangeable for new or existing shares maturing on February 15, 2023 (ISIN FR0011453463, the “OCEANEs”) of its decision to exercise its early redemption option on 15 November 2017 in respect of all of its outstanding OCEANEs, pursuant to the provisions of the first paragraph of article 4.1.8.1.3 “Early redemption at the option of the Issuer” of the securities note approved by the Autorité des Marchés Financiers on March 19, 2013 under visa number 13-077 (the “Securities Note”). 

As of today, 53,383,705 OCEANEs remain outstanding out of a total of 53,398,058 OCEANEs initially issued.

Unless the holders of the OCEANEs exercise their conversion/exchange right in accordance with the terms described below, the OCEANEs will be redeemed in cash on 15 November 2017 at par, i.e. €10.30, plus any interest accrued since the last interest payment date until the date of effective redemption, i.e. a total amount of €10.45638 per OCEANE.

The holders of the OCEANEs have the right up to and including the 7th business day prior to the early redemption date, i.e. 6 November 2017, to exercise their conversion/exchange rights to receive new and/or existing Air France-KLM shares at a ratio of 1 Air France-KLM share per OCEANE, in accordance with article 4.2.3 of the Securities Note. In case of exercise of the conversion/exchange right, Air France-KLM will deliver new shares.

Assuming that all the bondholders opt for the exercise of their conversion/exchange right, a maximum of 53,383,705 new Air France-KLM shares would be issued, representing 14.23% of Air France-KLM share capital. 

The notices of exercise of the conversion/exchange rights (the “Exercise Notices”) must be delivered by holders of the OCEANEs to BNP Paribas Securities Services, acting as centralising agent, no later than 6 November 2017, 5:00 p.m. (Paris time). The shares will be delivered (i) on 10 November 2017 for Exercise Notices received by BNP Paribas Securities Services no later than 31 October 2017, 5:00 p.m. (Paris time) and (ii) on 15 November 2017 for Exercise Notices received by BNP Paribas Securities Services after 31 October 2017, 5:00 p.m. (Paris time) and no later than 6 November 2017, 5:00 p.m. (Paris time). The attributed shares will be, upon delivery, immediately assimilated with the existing Air France-KLM shares (ISIN code FR0000031122).

The above decision is subject to a notice published in the Bulletin officiel des annonces légales obligatoires n°124 on 16 October 2017.

Important Notice

Nothing in this press release constitutes an offer to sell or the solicitation of an offer to purchase Air France-KLM’s securities in any jurisdiction.

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