Air Berlin PLC

euro adhoc: Air Berlin PLC
Capital measures
Air Berlin PLC launches combined equity and convertible bond offering Approximately EUR250 million concurrent equity and equity-linked offering Approximately 5.9 million shares equity and EUR150 million (ba

-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- Capital increase 27.03.2007 London, 27 March - Air Berlin PLC today announced that it launched a combined equity and convertible bond issue to raise aggregate proceeds of approximately EUR250 million. Proceeds of the equity issue, consisting of approx. 5.9 million shares from a capital increase and EUR150 million proceeds from the convertible bond to be issued by a subsidiary of Air Berlin, will be used to finance a part of the acquisition consideration for LTU as well as refinancing of EUR 100 million of LTU’s debt and approximately EUR50 million of Air Berlin’s debt. The equity offering will represent around 10% of capital and will be conducted as a private placement to institutional investors internationally, including a private placement to qualified institutional buyers in the U.S. in reliance on Rule 144A under the U.S. Securities Act of 1933. The new shares will be listed on the official market (prime standard) of the Frankfurt Stock Exchange. Commerzbank AG, Deutsche Bank AG and Morgan Stanley Bank AG are acting as Joint-Bookrunners on the equity placement. Settlement of the equity offering is expected on or about 4 April 2007. The 20 year convertible bond will be offered to institutional investors internationally (excluding the US) with a coupon of 1.50-2.00% and a premium of 32.0-37.0% over the equity placement price. Bondholders will be entitled to request an early redemption on every 5th anniversary. The bond will be callable by the issuer after 7 years, subject to a 150% trigger. Settlement of the bond issue is expected on or about 11 April, 2007. The base convertible bond offering size is EUR150 million. The size may be increased by up to EUR25 million (extension clause). Additionally, Air Berlin has granted the Joint-Bookrunners a greenshoe option of up to EUR25 million to cover over-allotments (if any) exercisable until the settlement date. The issue size may therefore increase to EUR200 million. Air Berlin will act as the guarantor of the bond to be issued out its wholly owned subsidiary, Air Berlin Finance BV, based in the Netherlands. Air Berlin intends to seek a listing of the bond on the Euro MTF segment of the Luxembourg Stock Exchange by 11 May 2007. Deutsche Bank AG and Morgan Stanley Bank AG are acting as Joint-Bookrunners and Commerzbank AG as Co-lead manager of the convertible bond placement. NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW end of announcement euro adhoc 27.03.2007 21:30:35 -------------------------------------------------------------------------------- ots Originaltext: Air Berlin PLC & Co Luftverkehrs KG Im Internet recherchierbar: Further inquiry note: Ingolf Hegner Head of Investor Relations +49 (0)30 3434 1532 Branche: Air Transport ISIN: GB00B128C026 WKN: AB1000 Index: Classic All Share, Prime All Share, SDAX Börsen: Frankfurter Wertpapierbörse / official dealing/prime standard Börse Berlin-Bremen / free trade Hamburger Wertpapierbörse / free trade Baden-Württembergische Wertpapierbörse / free trade Börse Düsseldorf / free trade Bayerische Börse / free trade

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