DGAP-Ad-hoc: Air Berlin PLC / Key word(s): Bond/Financing Air Berlin Finance B.V.: Air Berlin announces the results of the exchange offer for its existing convertible bonds due 6 March 2019 and the placement of new convertible bonds due 6 March 2019 17-Feb-2017 / 22:23 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 the results of the exchange offer for its existing convertible bonds due 6 March 2019 and the placement of new convertible bonds due 6 March 2019 Disclosure of inside information according to Article 17 of the Regulation (EU) No 596/2014 (Market Abuse Regulation, MAR) Amsterdam, 17 February 2017 - Air Berlin Finance B.V. announces (i) the results of its invitation to 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 to exchange such bonds for new 8.50% guaranteed convertible bonds due 6 March 2019, and (ii) the placement by Air Berlin Finance B. V. of additional new 8.50% convertible bonds due 6 March 2019 guaranteed by, and convertible into ordinary shares of, Air Berlin PLC. The holders of the existing convertible bonds have offered to exchange bonds in an aggregate principal amount of EUR 41.3 million. As part thereof, Etihad Airways P.J.S.C. has offered its entire holding of EUR 40 million of the existing convertible bonds for exchange. On the basis of the exchange ratio of 1:1, new convertible bonds in an aggregate principal amount of EUR 41.3 million will be issued pursuant to the exchange offer. After the exchange has taken place, the outstanding aggregate principal amount of the existing convertible bonds will amount to EUR 98.7 million. In addition to the new convertible bonds to be issued as a result of the exchange offer, Air Berlin Finance B.V. expects to issue additional new convertible bonds of the same series in an aggregate principal amount of EUR 83.7 million. Air Berlin PLC intends to use the net proceeds from the issue of such additional new convertible bonds for refinancing and general corporate purposes. In order to support the issue of additional new convertible bonds, Etihad Airways P.J.S.C. has entered into a total return swap in respect of EUR 53.7 million in principal amount of the new convertible bonds with HSBC Bank plc. HSBC Bank plc will purchase new convertible bonds in an amount that is equal to the notional amount of the total return swap. The initial conversion price of the new convertible bonds has been set at EUR 1.15, corresponding to a premium of 92.69 per cent. above the volume weighted average price of an ordinary share of Air Berlin PLC on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange between 9.00 a.m. (CET) on 9 February 2017 and 5 p.m. (CET) on 17 February 2017. As a result of the exchange offer and the offer of new convertible bonds, Air Berlin Finance B.V. shall issue new convertible bonds (ISIN DE000A19DMC0) in a total amount of EUR 125 million. The issue and settlement of the new convertible bonds are expected to occur on 22 February 2017. Person making the notification: Michelle Johnson, Director Email: [email protected] Air Berlin Finance B.V., De entree 99 - 197, 1101 HE Amsterdam, Netherlands; ISIN DE000A0NQ9H6 (Convertible Bonds 2007), Euro MTF market of the Luxembourg Stock Exchange; ISIN DE000A1HGM38 (Convertible Bonds 2013), Open Market Frankfurt 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 exchange offer and the offer are 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 exchange offer 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. --------------------------------------------------------------------------- 17-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 --------------------------------------------------------------------------- 545643 17-Feb-2017 CET/CEST