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Air Berlin announces the results of an exchange offer for its existing Guaranteed Convertible Bonds due 2019 and the placement of new Guaranteed Convertible Bonds due 2019

February 22, 2017 Aviation No Comments Email Email

Further to its announcement on 9 February 2017, Air Berlin PLC (the “Guarantor”) announces that its subsidiary Air Berlin Finance B.V. (the “Offeror”) has concluded its invitation to holders of its EUR 140 million outstanding 6.00% Guaranteed Convertible Bonds due 2019 (ISIN DE000A1HGM38) (the “Original Bonds”) to offer to exchange such Original Bonds for new Euro denominated 8.50 per cent. http://www.rembrandtbkk.com/Guaranteed Convertible Bonds due 2019 (the “Exchange Offer” and the “New Bonds”). In addition, the Offeror announces the placement of EUR 83.7 million in principal amount of New Bonds to investors outside of the Exchange Offer (the “Offering”).

Exchange Offer: Summary of Results

Following expiration of the Exchange Offer at 4 p.m. (London time) on 17 February 2017 (the “Expiration Deadline”), the Guarantor hereby announces that (i) as at the Expiration Deadline, EUR 41.3 million in aggregate principal amount of Original Bonds had been validly offered for exchange pursuant to the Exchange Offer and (ii) the Offeror has accepted for exchange all such validly offered Original Bonds in accordance with the terms and conditions set out in the Exchange Offer Term Sheet dated 9 February 2017. As part thereof, in accordance with the Offeror’s announcement on 9 February 2017, Etihad Airways P.J.S.C. offered its entire holding of EUR 40 million of Original Bonds for exchange in the Exchange Offer and the Offeror has accepted this offer in full.

Original Bonds accepted for exchange will be exchanged for New Bonds by reference to a 1:1 exchange ratio. The Offeror will also pay such holders, on the Settlement Date (as defined below), an accrued interest payment of EUR 1,300.00 per EUR 100,000 principal amount of the Original Bonds.

In respect of the Exchange Offer, HSBC Bank plc (“HSBC”) is acting as Dealer Manager and Deutsche Bank AG, London Branch is acting as Exchange Agent.

The Offering: Final Terms

The Guarantor hereby announces that the Offeror will issue EUR 83.7 million in principal amount of New Bonds to investors outside of the Exchange Offer. The New Bonds will have a coupon of 8.50 per cent. per annum (payable quarterly in arrear) and the initial conversion price 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 8.00 a.m. (London time) on 9 February 2017 and 4 p.m. (London time) on 17 February 2017. The initial conversion price is subject to customary antidilution adjustments. Holders of the New Bonds will have the right to require the Offeror to redeem the New Bonds on 29 December 2017 at their principal amount plus accrued interest. The New Bonds will be issued in denominations of EUR 100,000.

In order to support the Offering, 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 Bonds with HSBC, which acts as Dealer Manager, Sole Global Coordinator and Sole Bookrunner in respect of the Offering. HSBC Press Release release will purchase New Bonds pursuant to the Offering in an amount that is equal to the notional amount of the total return swap.

The Guarantor intends to use the net proceeds of the Offering for refinancing (including payment of redemption amounts of any Original Bonds on the put date of 6 March 2017 in accordance with their terms) and general corporate purposes.

The Offeror and the Guarantor intend to apply for the New Bonds to be included in the Quotation Board segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. Each of the Offeror and the Guarantor has agreed to a lock-up for three months from the Settlement Date, subject to customary exemptions.

In respect of the Offering, HSBC is acting as Sole Global Coordinator and Sole Bookrunner and ADS Securities LLC is acting as Co-Lead Manager.

Settlement

The issue and settlement of the New Bonds (issued in respect of the Exchange Offer and the Offering) is expected to occur on 22 February 2017 (the “Settlement Date”). New Bonds issued pursuant to the Offering will be fungible with New Bonds issued pursuant to the Exchange Offer.

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