Terms of the implementation of Air France - KLM reverse share split
31 Julho 2023 - 3:00AM
Terms of the implementation of Air France - KLM reverse share split
Paris, 31 July 2023
Terms of the implementation of
Air France - KLM reverse share split
Air France - KLM (the
"Company") hereby gives details of the terms of
the reverse share split which starts today by means of an exchange
of 10 existing shares for 1 new share, as decided by the Board of
Directors at its meeting on 4 July 2023 in accordance with the
thirty-sixth extraordinary resolution of the Combined General
Meeting of 7 June 2023.
This reverse share split is a purely technical
exchange transaction with no direct impact on the total value of
the Company's shares held by each shareholder.
Terms of the implementation of the
reverse share split:
The terms of the reverse split were approved by
the Board of Directors at its meeting of 4 July 2023,and are set
out below and in the notice of reverse split published in the
Bulletin des Annonces Légales Obligatoires (BALO) on 12 July
2023.
- Date of the
beginning of the reverse share split: 31 July 2023.
- Basis of the
reverse share split: exchange of 10 ordinary shares in the Company
with a par value of 1 euro each for 1 new share with a par value of
1 euro (taking into account the concomitant capital reduction
reducing the par value of each new share from 10 euros to 1 euro,
i.e. a reduction of 9 euros per share allocated to the "share
premium" account) with current dividend rights.
- Number of
shares subject to the reverse split: 2,570,536,136 with a par value
of 1 euro.
- Number of
shares to be issued as a result of the reverse share split:
257,053,613 with a par value of 1 euro (taking into account the
concomitant capital reduction).
- Exchange
period: 30 (thirty) days from the start date of the reverse split,
i.e. from 31 July 2023 to 30 August 2023 inclusive.
- Whole shares:
the conversion of existing shares into new shares will be carried
out according to the automatic procedure (procédure d’office).
- Fractional
shares: shareholders who do not hold a number of existing shares
corresponding to a whole number of new shares must personally buy
or sell the fractional existing shares, in order to obtain a
multiple of 10, up to and including 30 August 2023. Existing shares
that have not been consolidated will be delisted at the end of the
reverse split period. After this date, shareholders who have not
been able to obtain a number of shares that is a multiple of 10
will be compensated by their financial intermediary within 30 days
of 31 August 2023.
- Centralisation:
all transactions relating to the reverse share split will be
carried out by Société Générale Securities Services, 32 rue du
Champ de Tir, CS 30812, 44308 Nantes Cedex 3, appointed as agent
for the centralisation of reverse share split transactions.
Pursuant to Articles
L. 228-6-1 and R. 228-12 of the French Commercial Code, at the
latest at the end of a period of 30 days from 31 August 2023, the
new shares that cannot be allocated individually and correspond to
fractional rights will be sold on the stock market by the account
holders and the proceeds of the sale will be allocated in
proportion to the fractional rights of the holders of these
rights.
The shares subject to
the reverse share split will be admitted to trading on the
regulated market of Euronext Paris under ISIN code FR0000031122,
until 30 August 2023, the last day of trading.
The shares resulting
from the reverse split will be admitted to trading on the regulated
market of Euronext Paris from 31 August 2023, the first day of
trading, and will be assigned ISIN code FR001400J770.
Adjustment of
the exchange, and/or conversion ratio of bonds convertible into
and/or exchangeable for new and/or existing shares
Following the reverse
share split, in order to preserve the rights of the holders of (i)
the deeply subordinated perpetual bonds convertible into new shares
and/or exchangeable for existing shares issued for a nominal amount
of 305.3 million through a placement with qualified investors on 16
November 2022 (the "Hybrid CBs") and of (ii) the
bonds convertible into and/or exchangeable for new or existing
shares issued in an amount of 500 million euros in March 2019 and
maturing in 2026 (the "OCEANE 2026"), the ratios
for conversion or exercise of the Hybrid CBs and the OCEANEs 2026
will be adjusted in proportion to the nominal value of the shares,
i.e. divided by 10.
Timetable:
|
31 July 2023 |
Start of reverse share split transaction |
|
From 31 July to 30 August 2023 (inclusive) |
Possibility for shareholders to buy and sell shares in order to
obtain a number of shares without fractional rights |
|
30 August 2023 |
Last trading day for existing shares |
|
31 August 2023 |
Effective date of reverse share split and capital reduction |
|
31 August 2023 |
Listing of the new shares |
|
From 31 August to 2 October 2023 |
Indemnity paid to shareholders with fractional rights by their
financial intermediary |
Investor
Relations
Michiel Klinkers
Marouane
Mami
michiel.klinkers@airfranceklm.com mamami@airfranceklm.com
Website: www.airfranceklm.com
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split
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