London, 20 February 2017 – 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. 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 anti-dilution 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 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.
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.
As one of Europe's largest network airlines, airberlin focuses on extremely frequent domestic flights and on services between a number of major European cities and its Berlin-Tegel and Dusseldorf hubs, from where the airline also operates long-haul flights to the US, Caribbean and Middle East. airberlin carried more than 30.2 million passengers in 2015 and its fleet is among the most modern and eco-efficient in Europe. airberlin is a member of the oneworld® airline alliance, co-founder of Etihad Airways Partners and a strategic partner of Etihad Airways, which has a 29.21 per cent share in airberlin. topbonus, the frequent flyer programme of airberlin, has more than 4 million members.
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THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”)). THIS PRESS RELEASE IS NOT AN OFFER TO SELL OR EXCHANGE SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY OR EXCHANGE SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
The Exchange Offer AND THE OFFERING 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 OFFERING will not be capable of acceptance by any such use, means, instrumentality or facilities or from within the United States.
THIS PRESS RELEASE, THE EXCHANGE OFFER AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
EACH INVESTOR SHOULD NOTE THE SECTION OF THE EXCHANGE OFFER TERM SHEET ENTITLED “OFFER RESTRICTIONS” AND CONFIRM THAT IT IS ABLE TO PARTICIPATE IN THE EXCHANGE OFFER IN COMPLIANCE WITH SUCH OFFER RESTRICTIONS.
ANY DECISION TO EXCHANGE ANY ORIGINAL BONDS OR PURCHASE ANY NEW BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE OFFEROR’S AND THE GUARANTOR’S PUBLICLY AVAILABLE INFORMATION. NONE OF THE DEALER MANAGER, THE SOLE BOOKRUNNER, THE CO-LEAD MANAGER, THE EXCHANGE AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPTS ANY LIABILITY ARISING FROM THE USE OF, OR MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE OFFEROR’S AND THE GUARANTOR’S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE SETTLEMENT DATE.
EACH INVESTOR AND PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE NEW BONDS OR THE ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE NEW BONDS AND NOTIONALLY UNDERLYING THE NEW BONDS (TOGETHER WITH THE NEW BONDS, THE “SECURITIES”). NONE OF THE OFFEROR, THE GUARANTOR, THE DEALER MANAGER, THE SOLE BOOKRUNNER, THE CO-LEAD MANAGER OR THE EXCHANGE AGENT MAKES ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THE DEALER MANAGER, THE SOLE BOOKRUNNER, THE CO-LEAD MANAGER AND THE EXCHANGE AGENT ARE ACTING ON BEHALF OF THE OFFEROR AND THE GUARANTOR AND NO ONE ELSE IN CONNECTION WITH THE EXCHANGE OFFER, THE OFFERING AND THE NEW BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER, THE SOLE BOOKRUNNER, THE CO-LEAD MANAGER AND THE EXCHANGE AGENT OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.
EACH OF THE OFFEROR, THE GUARANTOR, THE DEALER MANAGER, THE SOLE BOOKRUNNER, THE CO-LEAD MANAGER, THE EXCHANGE AGENT AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.