Air France – KLM Success Of The Offering Bonds Convertible

Air France – KLM launched on March 20th, 2013 an offering of bonds convertible into and/or exchangeable for new and/or existing shares (OCEANE) due February 15th, 2023 (the “Bonds”) for an initial nominal amount of approximately € 480 million. Following the success of the issue, Air France – KLM has decided to exercise the extension clause in order to increase the initial issue size to approximately € 550 million.

The Bond’s nominal value has been s et at € 10.30 representing an issue premium of 32.50 % over Air France – KLM’s reference share price1 on the regulated market of NYSE Euronext in Paris (“Euronext Paris”).

The Bonds will bear interest at a nominal annual rate of 2.0 3 % payable annually in arr ear on February 15 th of each year, commencing on February 15 th 2014 on a prorata temporis basis (short first coupon).

The Bonds will mature and be redeemed in cash at par on February, 15th 2023. The Bonds may be early redeemed at the option of Air France – KLM subject to certain conditions. Bondholders will be entitled to request the redemption of the Bonds on February 15th, 2019, at par plus accrued interest.

The conversion / exchange ratio of the Bonds will be one new and / or existing Air France – KLM sha re per Bond (subject, if applicable, to potential adjustments).

The proceeds of the issuance will be used for the group’s general corporate purposes, notably to finance its fleet and allow for the optimisation of its debt repayment schedule. As a reminde r, the estimated total amount of the group’s investments fo r the 2013 financial year is €1.2 billion, and the group’s debt maturing in 2013 is €1.3 billion.

The proceeds of the issuance will be made available to Air France for 60% and to KLM for 40%. Air France and KLM will severally and not jointly, irrevocably and unconditionally guarantee the payment of all sums due by Air France – KLM under the Bonds (respectively for 60% and 40% of such guarantee).

Air France – KLM, Air France and KLM are subject to a 90 – day lock – up, subject to certain exceptions.

During the pr iority subscription period for shareholders, the Company’s shareholders subscribed for an amount of approximately € 103.1 million, representing approximately 18.7 % of the total issue size, including approximately € 87.3 million subscribed by the French State (i.e. 15.9% of the total issue size, corresponding to its current stake in the share capital of Air France – KLM).

Settlement and delivery of the Bonds are scheduled to take place on March 28th, 2013.

The Air France – KLM’s share, listed on Euronext Paris (Compartiment A) and Euronext Amsterdam, is a member of the SBF 120 , AEX and Stoxx 600 ind ices and is ent itled to deferred settlement (Service de Règlement Différé – SRD).

Code ISIN: FR0000031122 (AF)

Web site:

1The reference share price is equal to the volume – weighted average price (VWAP) of Air France – KLM’s shares quoted on Euronext Paris on March 25 th , 2013 from the opening of trading until 12:00 noon, Paris time, on the same day, i.e. € 7.776
Source = Air France & KLM Royal Dutch Airlines

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