ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
9% covertible bond
London, 12 November 2010 – After the period in which holders of the 125m Euro 9% convertible bond issued by Air Berlin Finance B.V. in 2009 (ISIN DE000A1ALH01) could offer the sale of their outstanding bonds to Air Berlin PLC expired on 11 November 2010 (see the ad hoc notifications dated 1 and 9 November 2010), Air Berlin gives notice that it will acquire bonds in an aggregate nominal amount of 109.45m Euro at a rate of 123%. The purchase price amounts to 61,500 Euro plus accrued but unpaid interest for each of the 2,189 bonds in a nominal amount of 50,000 Euro. As bonds in an aggregate nominal amount of 119.25m Euro have been offered to the company at a rate of 123%, it will exercise its right to accept these offers on a pro-rate basis. In consequence, it will purchase approximately 92% of all bonds offered and with an aggregate purchase price of approximately 134.6m Euro it will not exceed the envisaged maximum total purchase price of 135m Euro plus accrued but unpaid interest. In accordance with IFRS, this results in one time expenses of effectively 28.6m Euro and has a one time impact on Air Berlin PLC´s equity of -22.1m Euro. The purchase reduces the company´s financing costs by in total 76.1m Euro for the years 2011 through 2014 in accordance with IFRS. As per today the number of ordinary shares in which the holders may convert their outstanding bonds is reduced from approximately 31.2m to approximately 3.9m. The company points out that Air Berlin Finance B.V. intends to exercise its right to redeem the remaining bonds at their nominal amount of 50,000 Euro together with accrued but unpaid interest, as the aggregate principal amount of the bonds outstanding is less than 20% of the aggregate principal amount originally issued.
Air Berlin PLC The Hour House 32 High Street Rickmansworth WD3 1ER Hertfordshire Great Britain WKN AB1000 (Share) on the Frankfurt Stock Exchange (Regulated Market, Prime Standard) WKN A0NQ9H (Wandelanleihe 2007) Euro MTF Market on the Luxembourg Stock Exchange WKN A1A LH0 (Convertible Bond 2009) Open Market on the Frankfurt Stock Exchange WKN AB 100A (Anleihe 2010) segment Bondm of the Open Market on the Stuttgart Stock Exchange
Not for release, publication or distribution in the United States, Canada, Australia and Japan and in any other jurisdiction in which offers or sales of securities of Air Berlin PLC (the “Securities”) are prohibited by applicable law. This document does not constitute an offer to sell or a solicitation of an offer to purchase securities of Air Berlin PLC. The Securities may not be offered or sold in the United States under the U.S. Securities Act of 1933, as amended, absent registration or an exemption from registration. No public offering of Securities will be made in the United States. This document is not for general publication, release or distribution in the United Kingdom and may only be distributed in the United Kingdom to persons who (i) are investment professionals falling within article 19 (5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, in its current version (the “Order”), or (ii) are high net worth entities or other persons to whom it may lawfully be communicated falling within article 49 (2) (a) to (d) of the Order (all such persons will be termed “Relevant Persons” below). Anyone in the United Kingdom who is not a Relevant Person may not act on the basis of this press release or its contents. Any investment or investment activity to which this press release refers is only available to Relevant Persons and is only carried out with Relevant Persons.
Further inquiry note:
Head of Investor Relations
+49 (0)30 3434 1532
Branche: Air Transport
Index: SDAX, Classic All Share, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade