EANS-Adhoc: Air Berlin intends to place convertible bonds with an aggregate principal amount of approximately EUR 120 million
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.
Capital measures/placement convertible bonds
Ad hoc Notification Pursuant to § 15 of the German Securities Trading Act (Wertpapierhandelsgesetz - WpHG)
London, 27 February 2013 - Air Berlin PLC intends to place convertible bonds with an aggregate principal amount of approximately EUR 120 million (the "Bonds") today. The Bonds, which will be guaranteed by Air Berlin PLC, will be issued by Air Berlin Finance B.V. and will be convertible into ordinary registered shares of Air Berlin PLC (the "Shares"). Air Berlin PLC intends to use the proceeds from the sale of the Bonds for general corporate purposes. The pre-emptive rights of Air Berlin's shareholders are disapplied. The Bonds will be offered to international institutional investors outside of the United States of America by way of an accelerated bookbuilding.
The Bonds will have a maturity of six years. Holders of the Bonds will be entitled to demand an early redemption of their Bonds at the principal amount together with accrued interest on the fourth anniversary after the issue date. The Bonds are callable by Air Berlin Finance B.V. after the first two years, if the XETRA price of the Shares (over a certain period specified in the terms and conditions of the Bonds) exceeds 200% of the then applicable conversion price. The Bonds are also callable after the first four years if the XETRA price of the Shares (over a certain period specified in the terms and conditions of the Bonds) exceeds 150% of the then applicable conversion price.
The Bonds will be offered in denominations of EUR 100,000 each and at an issue price of 100% of par. The Bonds are expected to have a coupon of 6.0% per annum (payable quarterly), and the initial conversion price is expected to be set at a premium of 25.0% above the volume weighted average price of the Shares during the bookbuilding period.
The issuance and settlement of the Bonds are expected to occur on or around 6 March 2013.
Etihad Airways PJSC, which holds a 29.2% stake in Air Berlin PLC, intends to subscribe pro-rata to its stake.
Air Berlin PLC and Air Berlin Finance B.V. intend to apply for the Bonds to be included in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. Air Berlin has agreed to a lock-up for three months after the settlement date, subject to customary exemptions.
Air Berlin PLC The Hour House 32 High Street Rickmansworth WD3 1ER Hertfordshire Great Britain ISIN GB00B128C026, WKN AB1000 (Share) Frankfurt Stock Exchange (Regulated Market, Prime Standard) ISIN DE000A0NQ9H6 (Convertible Bonds 2007) Euro MTF Market of the Luxembourg Stock Exchange ISIN DE000AB100A6 (Bonds 2010), ISIN DE000AB100B4 (Bonds April 2011) and ISIN DE000AB100C2 (Bonds November 2011 and November 2012) each of these three bonds Bondm Segment of the Open Market of the Stock Exchange Baden-Württemberg and Main Securities Market of the Irish Stock Exchange.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law.
This announcement is not for distribution, directly or indirectly in or into the United States (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")). This announcement is not an offer to sell securities or the solicitation of any offer to buy securities, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities mentioned in this announcement have not been and will not be registered in the United States under the Securities Act and may not be offered or sold in the United States absent registration or exemption from registration under the Securities Act. There will be no public offer of the securities in the United States.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any convertible bonds.
This announcement is directed at and is only being distributed in the United Kingdom to (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated falling within Article 49 of the Order, and (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This communication must not be read, acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. By reading this announcement, the reader acknowledges that it is a person either (i) outside the United Kingdom or (ii) falling within one of the foregoing categories. In Member States of the European Economic Area ("EEA"), this announcement and any offer if made subsequently is directed only at persons who are "Qualified Investors" within the meaning of Article 2(1)(e) of the Directive 2003/71/EC (the "Prospectus Directive") ("Qualified Investors"). Any person in the EEA who acquires the securities in any offer (an "Investor") or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any Investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive.
end of announcement euro adhoc
issuer: Air Berlin PLC The Hour House, High Street 32 UK-WD3 1ER Rickmansworth, Herts phone: +49 (0)30 3434 1500 FAX: +49 (0)30/3434-1509 mail: firstname.lastname@example.org WWW: http://www.airberlin.com sector: Air Transport ISIN: GB00B128C026 indexes: SDAX, Classic All Share, Prime All Share
stockmarkets: free trade: Berlin, München, Hamburg, Düsseldorf, free trade/Bondm: Stuttgart, regulated dealing/prime standard: Frankfurt language: English
Digital press kit: http://www.ots.at/pressemappe/EASY_12274/aom