DGAP-Ad-hoc: Air Berlin PLC / Key word(s): Bond/Financing Air Berlin PLC: Air Berlin announces an exchange offer for its convertible bonds due in 2019 and seeks to raise an additional amount of up to EUR 85 million by the issuance of new convertible bonds 09-Feb-2017 / 11:04 CET/CEST Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Air Berlin announces an exchange offer for its convertible bonds due in 2019 and seeks to raise an additional amount of up to EUR 85 million by the issuance of new convertible bonds Disclosure of inside information according to Article 17 of the Regulation (EU) No 596/2014 (Market Abuse Regulation, MAR) London, 9 February 2017 - Air Berlin PLC announces that its subsidiary Air Berlin Finance B.V. intends to (i) invite holders of its existing 6.00% guaranteed convertible bonds due 6 March 2019 (ISIN DE000A1HGM38) with an outstanding principal amount of EUR 140 million convertible into ordinary registered shares of Air Berlin PLC at a conversion price currently set at EUR 2.11 to exchange such bonds for new guaranteed convertible bonds and (ii) raise an additional amount of up to EUR 85 million from an additional offering of the new convertible bonds. To this effect Air Berlin Finance B.V. intends to issue new convertible bonds guaranteed by Air Berlin PLC in an aggregate principal amount of up to EUR 125 million due 6 March 2019. The new convertible bonds will have a coupon of 8.50% per annum (payable quarterly) and the initial conversion price will be set at EUR 1.15. The holders of the new convertible bonds will have a right to require Air Berlin Finance B.V. to redeem the new convertible bonds on 29 December 2017 against payment of cash (while the holders of the existing convertible bonds have the right to request Air Berlin B.V. to redeem the bonds on 6 March 2017). The new convertible bonds will be issued in denominations of EUR 100,000. The exchange offer ratio is 1:1. Air Berlin Finance B.V. intends to issue the additional new convertible bonds at an issue price of 100%, having the same terms as the new convertible bonds to be issued under the exchange offer. Air Berlin PLC intends to use the net proceeds from the offering of the additional convertible bonds for refinancing and general corporate purposes. Subject to an early closure, the exchange and subscription period begins on 9 February 2017 and ends on 17 February 2017. Etihad Airways P.J.S.C. has notified Air Berlin Finance B.V. that it intends to offer its entire holding of EUR 40 million of the existing convertible bonds for exchange into the new convertible bonds. Furthermore, in order to support the offering of the new convertible bonds, Etihad Airways P.J.S.C. will enter into a total return swap with HSBC Bank plc, who acts as Dealer Manager, Sole Global Coordinator and Sole Bookrunner, in respect of a proportion of the new convertible bonds. The notional amount of the new convertible bonds that will be subject to the total return swap will be determined following the expiration of the exchange offer period. The issue and settlement of the new convertible bonds are expected to occur on or around 22 February 2017. Air Berlin PLC and Air Berlin Finance B.V. intend to apply for the new convertible bonds to be included in the Quotation Board segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. Air Berlin PLC and Air Berlin Finance B.V. have agreed to a lock-up for three months from the settlement date, subject to customary exemptions. Person making the notification: Maria Laubach, Vice President Financial Reporting Email: [email protected] Air Berlin PLC c/o Browne Jacobson LLP, 6 Bevis Marks, Bury Court, London, EC3A 7BA, United Kingdom; 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 DE000AB100B4 (Bond April 2011 and January 2014), Bondm segment of the open market of the Stuttgart Stock Exchange and Euro MTF market of the Luxembourg Stock Exchange; ISIN DE000A1HGM38 (Convertible Bonds 2013), Open Market Frankfurt Stock Exchange; ISIN XS1051719786 (EUR Bond May 2014), Euro MTF market of the Luxembourg Stock Exchange; ISIN XS1051723895 (CHF Bond May 2014), SIX Swiss Exchange and Euro MTF market of the Luxembourg Stock Exchange Not for release, publication or distribution in the United States, Canada, Australia Japan and South Africa 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 or to U.S. Persons, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), except pursuant to registration or in a transaction exempt from registration under the Securities Act. No public offering of Securities will be made in the United States. The invitation and the offer is not being and will not be made, directly or indirectly, in or into, or by use of mails or any means or instrumentality (including, without limitation, facsimile transmission, telephone and internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, and the invitation and the offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within 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 within the meaning of 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 notification release or its contents or rely thereon. Any investment or investment activity to which this notification refers is only available to Relevant Persons and is only carried out with Relevant Persons. --------------------------------------------------------------------------- 09-Feb-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Air Berlin PLC 6 Bevis Marks, Bury Court EC3A 7BA London United Kingdom Phone: +49 (0)30 3434 159 0 Fax: +49 (0)30 3434 159 9 E-mail: [email protected] Internet: ir.airberlin.com ISIN: GB00B128C026, DE000AONQ9H6, DE000AB100B4, DE000A1HGM38, XS1051719786, XS1051723895 WKN: AB1000 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart; Luxemburg, SIX End of Announcement DGAP News Service --------------------------------------------------------------------------- 543163 09-Feb-2017 CET/CEST