Air France–KLM has successfully completed its share capital increase with preferential subscription rights. Following the subscription period, which ended on June 9 2022, the total demand amounted to approximately 2,240 million shares, for an amount close to €2.6bn, corresponding to a well oversubscribed transaction with a take-up rate of approximately 116%. Some 1,831,278,510 new shares were subscribed on an irreducible basis, representing approximately 95% of the new shares to be issued; while orders submitted on a reducible basis represented 409,004,428 new shares and will therefore only be partially allocated for a number of 96,623,592 new shares.
The final gross proceeds of the Rights Issue, including the issue premium, amount to approximately €2,256 million (of which €1,611 million in cash) corresponding to the issuance of 1,928 million new shares with a par value of €1 at a subscription price of €1.17 per share.
“The success of our capital increase is a strong demonstration of the confidence that our existing shareholders and new investors have in the prospects of Air France-KLM,” said Benjamin Smith, CEO of Air France – KLM. “This operation, which is part of a broader strategy to transform and streamline our Group, will allow us to emerge with a stronger balance sheet and increased strategic flexibility. In a context of strong demand for travel, Air France-KLM will continue to implement its roadmap focused on increased profitability and sustainability, while meeting its customers’ expectations, fulfilling its CSR commitments and seizing the opportunities that will arise as the airline industry recovers.”
Following the settlement and delivery of the Rights Issue, Air France – KLM’s share capital will amount to 2,570,536,136 shares with a nominal value of €1 each.
The French state, Air France-KLM’s largest shareholder (with 28.6% of the Company’s share capital and 28.1% of voting rights), participated on an irreducible basis to the full extent of its Rights, corresponding to a subscription of 551,404,728 New Shares. Its shareholding after the completion of the Rights Issue remains unchanged. This subscription was carried out by way of offsetting a portion of the deeply subordinated notes (TSS Etat) issued in April 2021.
The Dutch state participated on an irreducible basis to the full extent of its Rights, corresponding to a subscription of 180,000,000 New Shares. Its shareholding after the completion of the Rights Issue remains unchanged.
CMA CGM, exclusive strategic partner for the cargo business, becomes a new reference shareholder, with a total shareholding amounting to 231,348,252 New Shares, corresponding to 9.0% of the Company’s share capital after the Rights Issue.
China Eastern Airlines and Delta Air Lines participated in the Rights Issue on a cash-neutral basis, for an aggregate amount of approximately €110.7 million, bringing their respective shareholdings to 4.7% and 2.9% of the company’s share capital after the Rights Issue.
The FCPEs (“Fond Commun de Placement Entreprise”) participated in the Rights Issue on a cash-neutral basis through the sale of part of their Rights to the benefit of CMA CGM in a proportion allowing them to partially finance the exercise of the balance of their Rights by using the net proceeds of this sale.
The SPAAK (Stichting Piloten Aandelen Air France - KLM) participated in the Rights Issue on a cash-neutral basis by subscribing to new shares through the sale of part of their Rights.
Settlement and delivery of the New Shares and commencement of trading on Euronext Paris and Euronext Amsterdam are expected to take place on June 16 2022.
Air France-KLM, the French state, the Dutch state, China Eastern Airlines and Delta Air Lines as well as CMA CGM have all agreed to a lock-up commitment.
The Rights Issue was conducted by Deutsche Bank, HSBC, Natixis, Crédit Agricole Corporate and Investment Bank and Société Générale acting as Joint global coordinators, lead managers and joint bookrunners, ABN AMRO Bank, Banco Santander, Citigroup and Coöperatieve Rabobank acting as joint bookrunners; and Crédit Industriel et Commercial, MUFG Securities (Europe) and SMBC Bank EU acting as co-lead managers.