Aeroflot announces next stage of share capital increase; aims to raise at least RUB 80 billion

02 October 2020

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Aeroflot announces next stage of share capital increase; aims to raise at least RUB 80 billion

2 October 2020, Moscow. – PJSC Aeroflot (Moscow Exchange ticker: AFLT) (the “Aeroflot Group” or the “Company”) today launches the next stage of the share capital increase previously announced on 21 September 2020 (https://ir.aeroflot.com/en/news-detail/article/57657/).

The Aeroflot Group aims to raise at least RUB 80 billion through a placement of newly issued ordinary shares (the “Shares”) (the “Offering”) to improve its liquidity position.

The final number of Shares placed in the Offering, the price per Share, and the total amount raised as a result of the Offering will be determined during the Offering process and announced in due course.

Vitaly Saveliev, CEO of PJSC Aeroflot, said:

“The additional equity capital raised via this Offering will put the Aeroflot Group on a firm footing as we continue our recovery from the impact of COVID-19 and build for the future. The Russian passenger aviation market represents a sizeable long-term structural growth opportunity. The transparent market-based structure of the Offering demonstrates our commitment to all Aeroflot Group shareholders, robust corporate governance and the Company’s status as a publicly traded company.”

Transaction Highlights:

  • The Company aims to raise at least RUB 80 billion through the Offering. The Offering comprises (i) pre-emptive rights exercised by shareholders from 21 September to 1 October 2020 and (ii) public placement in Russia (the “Open Subscription”).
  • The Russian Federation is expected to participate in the Offering in the amount necessary to maintain its existing shareholding of at least 51.17% of ordinary shares, as set out in the Russian Government’s Directive No. 1937-r dated 24 July 2020. The Russian Federation is expected to participate in the Offering through exercising its pre-emptive rights or via the Open Subscription, or a combination thereof.
  • In connection with the Offering, approximately RUB 39 billion worth of Shares are expected to be offered to institutional investors by way of a bookbuilding (the “Institutional Offering”). The bookbuilding will be launched immediately following the publication of this announcement.
  • In connection with the Institutional Offering, Aeroflot will conduct a series of investor meetings starting on 2 October 2020.
  • The Institutional Offering will comprise an offering to institutional investors (i) in Russia and otherwise outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and (ii) within the United States to certain qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act. The Shares will be sold and can otherwise circulate in Russia subject to applicable requirements of Russian law.
  • The Offering price will be determined by the Board of the Directors of the Company after the close of the bookbuilding process, and the results will be announced as soon as practicable thereafter.
  • The Shares offered through the Institutional Offering will be issued under the Open Subscription. Settlement of the Institutional Offering is expected to commence on a T+2 basis, subject to customary closing conditions.
  • The final Offering size may be greater than RUB 80 billion, depending on payment being made by shareholders who subscribed under the pre-emptive rights process and by investors in the Open Subscription, save for the expected participation of the Russian Federation as stated herein.
  • The Company has received applications from shareholders to subscribe for 986,997,411 Shares under pre-emptive rights, including from the Russian Federation to subscribe for 869,940,480 Shares. These Shares will only be allotted if shareholders who subscribed under the pre-emptive rights process pay for their Shares by the deadline set for the payment for such Shares.
  • The Offering is being conducted in order to improve the Aeroflot Group’s liquidity position, which was negatively affected by the COVID-19 pandemic. The Aeroflot Group intends to use the net proceeds of the Offering for general corporate purposes and deleveraging.
  • The Company’s ordinary shares are admitted to trading and included in the “Level 1” part of the List of Securities Admitted to Trading on Moscow Exchange. Once issued, the Shares will become fungible with the existing ordinary shares of the Company and thereby become listed and traded on Moscow Exchange.
  • VTB Capital is acting as Sole Global Coordinator and Bookrunner of the Offering. White & Case LLP is acting as international legal counsel.
  • The Company intends to enter into standard 180-day lock-up arrangements subject to customary carve-outs and waivers by the Sole Global Coordinator and Bookrunner. A representative of the Russian Federation has made a public, non-binding announcement that the Russian Federation does not intend to sell any further shares in the Company through a public offering for a period of 180 days following the closing of the Offering.
  • The completion of the Offering is conditional upon satisfaction of customary conditions precedent and subject to approval of the Offering price of the placed Shares by the Company’s Board of Directors.

Media Contacts

presscentr@aeroflot.ru 

EM
Peter Morley
+43-676-684-5252 or morley@em-comms.com 

Tom Blackwell
+7-919-102-9064 or blackwell@em-comms.com 

Investor Contacts

ir@aeroflot.ru 

About the Company

The Aeroflot Group is Russia’s largest airline group and ranks among the top 20 globally by passenger numbers. In 2019 the Aeroflot Group had a 41% market share in Russia and carried more than 60.7 million passengers, of whom 37.2 million flew with Aeroflot – Russian Airlines, the Group’s flagship premium carrier.

The Aeroflot Group operates in all key market segments from premium to low-cost, offering passengers an extensive choice of travel opportunities. The parent company of the Aeroflot Group is PJSC Aeroflot.

Aeroflot – Russian Airlines is the Aeroflot Group’s flagship premium carrier and a member of the Skyteam alliance. The airline holds 4-Star Airline status from Skytrax and Five Star Global Airline status with APEX.

In addition to Aeroflot – Russian Airlines, the Aeroflot Group includes Pobeda (leading low-cost carrier), Rossiya (a regional and socially-oriented carrier), and Aurora (a regional carrier operating in the Russian Far East).

As of 30 June 2020, the Aeroflot Group’s fleet comprised 360 aircraft, of which 246 were operated by Aeroflot – Russian Airlines. In 2019, the Aeroflot Group’s route network comprised more than 340 scheduled routes in 57 countries.

The Russian Federation owns a 51.17% stake in PJSC Aeroflot through the Federal Agency for State Property Management. As of 30 June 2020, 40.85% of shares in PJSC Aeroflot were free float owned by institutional and retail investors.

PJSC Aeroflot shares are traded on Moscow Exchange under the ticker AFLT.

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The contents of this announcement have been prepared by and are the sole responsibility of the Company.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Company, nor VTB Capital plc and their respective affiliates undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offering or any transaction or arrangement referred to therein. This announcement has not been approved by any competent regulatory authority.

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