euro adhoc: Air Berlin PLC
Capital measures
Air Berlin PLC successfully
placed a combined equity and convertible bond offering which was multiple times
over-subscribed
5.97 million new shares placed at EUR16.40 per share
Coupon of 1.50%, conversion p
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Capital increase
28.03.2007
London, 28 March - Air Berlin PLC prices a combined equity and
convertible bond issue to raise aggregate proceeds of EUR293 million.
Proceeds of the issue, consisting of 5.97 million shares (EUR98
million) from a capital increase and EUR195 million proceeds from the
convertible bond to be issued by a subsidiary of Air Berlin, will be
used to finance the acquisition consideration for LTU Lufttransport
Unternehmen GmbH ("LTU") as well as to refinance EUR100 million of
LTUs debt and approximately EUR50 million of Air Berlins existing
debt.The equity offering represents around 10% of Air Berlins outstanding shares and was placed by way of a private placement with 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, at a price of EUR16.40 per share. 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 was placed with institutional investors internationally (excluding the US) with a coupon of 1.50%. The conversion price per share was set at EUR22.47 representing a premium of 37.0% over the equity placement price. At issue, each bond of EUR100,000 will entitle the holder to receive 4,450 shares. Bondholders will be entitled to request an early redemption on every 5th anniversary of the bond. The bond will be callable by the issuer after 7 years, subject to a 150% hurdle rate relating to the conversion price. Settlement of the bond issue is expected on or about 11 April, 2007.
The convertible bond offering size was set at EUR195 million. Due to strong demand the base size was increased from EUR150 million to EUR170 million and was additionally increased by EUR25 million (the anticipated 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 total issue size may therefore increase to up to EUR220 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. 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 28.03.2007 11:30:41
Further inquiry note:
Ingolf Hegner
Head of Investor Relations
+49 (0)30 3434 1532
ihegner@airberlin.com
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