Azul S.A. (“Azul”) announced today that it has commenced an offering pursuant to which one of its shareholders, Hainan Airlines Holding Co., Ltd. (“Hainan”) is offering to sell 19,379,335 American depositary shares, or ADSs, of Azul in the United States and elsewhere outside of Brazil. Each ADS represents three preferred shares of Azul. The offering represents all of Hainan’s shares in Azul other than one share after formation of the ADSs, which will be disposed of by Hainan following the conclusion of the offering. Following the completion of the offering, Hainan will no longer have the right to appoint any directors to Azul’s board of directors.
The offering is part of Hainan’s strategic plan, which includes capital raising initiatives, selected divestments, as well as investments in airlines and in the aviation services sector. Azul and Hainan do not expect the offering to result in any material change to the strategic plan or commercial relationship between Azul and Hainan.
No other shareholder of Azul is selling in the offering.
The ADSs are listed on the New York Stock Exchange (NYSE) under the symbol “AZUL” and the preferred shares are listed on the Level 2 (Nível 2) segment of the São Paulo Stock Exchange (B3 S.A.— Brasil, Bolsa, Balcão) under the symbol “AZUL4.”
None of the ADSs being offered will be sold by Azul and Azul will not receive any proceeds from the offering, except for reimbursement of certain expenses incurred by Azul in connection with the offering. This offering will not have any dilution effect on Azul’s current shareholders.
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and UBS Securities LLC (who will act as representatives of the underwriters), and Itau BBA USA Securities, Inc. and Banco Bradesco BBI S.A. will collectively act as underwriters with respect to the offering of the ADSs by Hainan, which is being made only by means of a prospectus included in a registration statement on Form F-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 25, 2018, which automatically became effective upon filling, and an accompanying prospectus supplement filed with the Commission on June 27, 2018. A copy of the prospectus and the accompanying prospectus supplement relating to the offering may be obtained, when available, from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: +1 (800) 831-9146 (toll free); Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005, by telephone at 1-800-503-4611, or by email at firstname.lastname@example.org; and UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, New York 10019, by telephone at 888-827-7275, or by email at email@example.com; and Itau BBA USA Securities, Inc., Attention: Steven M. Hurwitz, 767 Fifth Avenue 50th Floor, New York, NY 10153, by telephone at + 1 (212) 710-6734, or by email at firstname.lastname@example.org.
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Azul S.A. (B3: AZUL4) (NYSE: AZUL), the largest airline in Brazil by number of cities served, offers 739 daily flights to 106 destinations. With an operating fleet of 120 aircraft and more than 10,000 crewmembers, the company has a network of 206 non-stop routes as of March 31, 2018. This year, Azul was awarded best airline in Latin America by TripAdvisor Travelers’ Choice and in 2017, the Company was elected best low cost carrier in South America for the seventh consecutive time by Skytrax. Azul also ranked as most on-time airline in Brazil and most on-time low-cost carrier in the Americas in 2017 according to OAG's Punctuality League, the industry's most comprehensive annual ranking of on-time performance. For more information visit www.voeazul.com.br/ir.
This press release includes forward-looking statements within the meaning of the U.S. federal securities laws. These estimates and forward-looking statements are based mainly on our current expectations and estimates of future events and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of our preferred shares, including in the form of ADSs. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to many significant risks, uncertainties and assumptions and are made in light of information currently available to us. In addition, in this presentation, the words “may,” “will,” “estimate,” “anticipate,” “intend,” “expect,” “should” and similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made. None of Azul, Hainan or the underwriters undertakes any obligation to update publicly or to revise any forward-looking statements after we distribute this press release because of new information, future events or other factors. Our independent public auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not provide any assurance with respect to such statements. In light of the risks and uncertainties described above, the future events and circumstances discussed in this press release might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make any investment decision based upon these estimates and forward-looking statements.
Andrea Bottcher, +55 11 4831 2840