TR-1 notice (notification of voting rights pursuant to English law)
Person/company obliged to make the notification:
Name: The Government of Abu Dhabi
Place: Abu Dhabi
State: United Arab Emirates
London, 26 May 2014 – Air Berlin PLC was informed on 20 May 2014 that the Government of Abu Dhabi acquired through Etihad Airways PJSC perpetual convertible bonds issued by Air Berlin Finance B.V. and guaranteed by Air Berlin PLC on 20 May 2014 which bonds, if converted into shares, would convert into shares of Air Berlin PLC resulting in 55,865,922 voting rights and a proportion of 47.4860% of the voting rights on a delta basis. Etihad Airways PJSC would hold, together with the shares directly and indirectly held by it already in a voting rights proportion of 29.2144% and the convertible bonds acquired on 6 March 2013 (with a hypothetical voting rights proportion of 7.7730% on a delta basis), 104,172,894 voting rights in Air Berlin PLC in total, which would represent a proportion of more than 89% of the voting rights in the company. The aforementioned percentages have been calculated by reference to Air Berlin PLC’s undiluted share capital and the number of shares in issue as at the date of the notification from Etihad Airways PJSC.
Etihad Airways PJSC has declared that it would only exercise any conversion rights under the convertible bonds to prevent a dilution of its current shareholding or if there is a change to the EU foreign ownership rules. Therefore the current and actual percentage holding of Etihad Airways PJSC’s voting rights in Air Berlin PLC remains unchanged at 29.2144%.
The Government of Abu Dhabi, as 100% shareholder of Etihad Airways PJSC, is indirectly interested in the Air Berlin convertible bonds and shares owned by Etihad Airways PJSC.
The notification of Etihad Airways PJSC is made in respect of the first of three tranches of convertible bonds issued in relation to Air Berlin PLC’s shares under a Subscription Agreement dated 27 April 2014. Air Berlin was informed that if tranches two and three are issued (expected on 28 August 2014 and 27 November 2014), further notifications will be made by Etihad Airways PJSC as appropriate.
Air Berlin PLC The Hour House 32 High Street Rickmansworth WD3 1ER Hertfordshire Great Britain 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 DE000AB100A6 (Bonds 2010), ISIN DE000AB100B4 (Bonds April 2011) and ISIN DE000AB100C2 (Bonds November 2011 and November 2012) each of these three bonds Bondm Segment of the Open Market of the Stock Exchange Baden-Württemberg and Main Securities Market of the Irish Stock Exchange ISIN XS1051719786 (EUR Bond May 2014), ISIN XS1051723895 (CHF Bonds May 2014)) both Bonds Open Market of the Frankfurt Stock Exchange