|
|
|
 |
|
|
| |
Notiziario Marketpress di
Mercoledì 07 Aprile 2004
|
|
| |
|
|
| |
Pagina1 |
|
| |
AIR FRANCE LANCIA L'OPS SUI TITOLI DI KLM |
|
| |
|
|
| |
Parigi, 7 aprile 2004 - Air France announces the launch on April 5, 2004 of its recommended public exchange offer for Klm common shares. The acceptance period will begin on April 5, 2004 and will end at 5 p.M. New York City time (23:00 Amsterdam time) on May 3, 2004. Recommended Public Exchange Offer Klm shareholders tendering Klm common shares will receive: -11 Air France shares and 10 Air France warrants for every 10 Klm ordinary shares listed on Euronext Amsterdam, or -11 Air France Adss (American Depositary Shares) and 10 Air France Adws (American Depositary Warrants) for every 10 Klm New York Registry Shares listed on the New York Stock Exchange. Three Air France warrants (or three Air France Adws) give shareholders the right to acquire or subscribe for two Air France shares (or two Air France Adss) at an exercise price of 20 euros per share (or Ads). The warrants (and Adws) have a maturity of 3.5 years and will be exercisable after a period of 18 months following the date of completion of the offer. Once the offer is completed, the Air France shares and warrants will be listed on Euronext Paris, Euronext Amsterdam and on the New York Stock Exchange in the form of Adss and Adws. Assuming that all the Klm common shares are tendered, Air France's share capital would evolve as follows (before the exercise of any warrants): - Former Klm shareholders would hold 19% of the increased Air France share capital. - The French State's stake would decrease from 54% to 43.7% of the share capital (44.7% voting rights), which will result in the automatic privatization of Air France. - Current Air France shareholders would hold 37.3% of the share capital following completion of the offer. The terms and conditions of the offer are described in the following documents: - The offer and listing document published in Amsterdam for non-U.s. Shareholders holding Klm ordinary shares listed in Amsterdam; - A prospectus included in the registration statement on Form F-4 to be filed by Air France with the Securities and Exchange Commission. Recommendation from the Klm Supervisory Board The Klm Management Board and the Klm Supervisory Board have concluded that Air France's exchange offer is in the best interests of Klm customers, employees and shareholders, and have recommended that Klm shareholders accept the offer and tender their shares. Abn Amro Bank N.v. And Citigroup N.a. Delivered their written opinions to the Klm Management Board and Supervisory Board who stated that, on the basis of and subject to the facts and assumptions referred to in these opinions, the exchange ratio was fair to the Klm shareholders from a financial point of view. Extraordinary General Meetings of Air France and Klm Shareholders On April 20, 2004, at 2.30 p.M., Air France will hold an Extraordinary General Meeting of Shareholders in Paris. Air France shareholders will be asked to approve the capital increase representing the new shares and warrants to be provided to Klm shareholders who tender their shares. The increase in capital would lead to the issuance of a maximum of 51,490,669 new shares and 46,809,695 warrants, thus bringing the total number of shares in the Air France capital to a maximum of 271,271, 556 shares, each with a nominal value of 8.50 euros. When and if all the warrants are exercised, 31.2 million new shares would be issued, leading to a capital increase of approximately 624 million euros. The terms and conditions of the capital increase are described in the prospectus to be published by Air France for the listing of the new shares on Euronext Paris. The public exchange offer will be presented to Klm shareholders at the General Meeting of Klm to be held on April 19, 2004. Listing In the morning of May 4, 2004, Air France will announce the results of the operation and the exact number of shares and warrants to be issued. The new shares and warrants will be listed on the Premier Marché on Euronext Paris and on Euronext Amsterdam and the Adss and Adws will be listed on the New York Stock Exchange as soon as possible after completion of the offer, which gives an indicative date of May 5,2004 as soon as the respective markets open. The new shares will be immediately fungible with the current shares under Isin code Fr0000031122 and the warrants will be listed under Isin code Fr0010068965 on the Premier Marché of Euronext Paris. Key dates: April 5, 2004 Launch of the Offer; April 19, 2004 Klm Shareholders Meeting ; April 20, 2004 Air France Extraordinary Shareholders Meeting ; May 3, 2004 Closing of the Offer ; May 4, 2004 Announcement of the results of the Offer; May 5, 2004 Listing of the new shares and warrants on the Paris, Amsterdam and New York stock markets .
|
|
| |
|
|
| |
<<BACK
|
|
|
|
|
|
|
|
