EANS-Adhoc: Air Berlin intends to place convertible bonds with an aggregate principal amount of approximately EUR 120 million

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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Capital measures/placement convertible bonds
27.02.2013

Ad hoc Notification Pursuant to § 15 of the German Securities Trading
Act (Wertpapierhandelsgesetz - WpHG)

London, 27 February 2013 - Air Berlin PLC intends to place
convertible bonds with an aggregate principal amount of approximately
EUR 120 million (the "Bonds") today. The Bonds, which will be
guaranteed by Air Berlin PLC, will be issued by Air Berlin Finance
B.V. and will be convertible into ordinary registered shares of Air
Berlin PLC (the "Shares"). Air Berlin PLC intends to use the proceeds
from the sale of the Bonds for general corporate purposes. The
pre-emptive rights of Air Berlin's shareholders are disapplied. The
Bonds will be offered to international institutional investors
outside of the United States of America by way of an accelerated
bookbuilding. The Bonds will have a maturity of six years. Holders of
the Bonds will be entitled to demand an early redemption of their
Bonds at the principal amount together with accrued interest on the
fourth anniversary after the issue date. The Bonds are callable by
Air Berlin Finance B.V. after the first two years, if the XETRA price
of the Shares (over a certain period specified in the terms and
conditions of the Bonds) exceeds 200% of the then applicable
conversion price. The Bonds are also callable after the first four
years if the XETRA price of the Shares (over a certain period
specified in the terms and conditions of the Bonds) exceeds 150% of
the then applicable conversion price. The Bonds will be offered in
denominations of EUR 100,000 each and at an issue price of 100% of
par. The Bonds are expected to have a coupon of 6.0% per annum
(payable quarterly), and the initial conversion price is expected to
be set at a premium of 25.0% above the volume weighted average price
of the Shares during the bookbuilding period. The issuance and
settlement of the Bonds are expected to occur on or around 6 March
2013. Etihad Airways PJSC, which holds a 29.2% stake in Air Berlin
PLC, intends to subscribe pro-rata to its stake. Air Berlin PLC and
Air Berlin Finance B.V. intend to apply for the Bonds to be included
in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. Air
Berlin has agreed to a lock-up for three months after the settlement
date, subject to customary exemptions.

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. This announcement is
not for publication or distribution, directly or indirectly, in or
into the United States, Canada, Australia or Japan or any other
jurisdiction in which offers or sales would be prohibited by
applicable law. This announcement is not for distribution, directly
or indirectly in or into the United States (as defined in Regulation
S under the U.S. Securities Act of 1933, as amended (the "Securities
Act")). This announcement is not an offer to sell securities or the
solicitation of any offer to buy securities, nor shall there be any
offer of securities in any jurisdiction in which such offer or sale
would be unlawful. The securities mentioned in this announcement have
not been and will not be registered in the United States under the
Securities Act and may not be offered or sold in the United States
absent registration or exemption from registration under the
Securities Act. There will be no public offer of the securities in
the United States. This announcement does not constitute an offer to
sell or the solicitation of an offer to buy any convertible bonds.
This announcement is directed at and is only being distributed in the
United Kingdom to (i) persons 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 (the "Order"), (ii) high net worth entities, and other persons
to whom it may otherwise lawfully be communicated falling within
Article 49 of the Order, and (iii) persons to whom it may otherwise
lawfully be communicated (all such persons together being referred to
as "Relevant Persons"). This communication must not be read, acted on
or relied on by persons who are not Relevant Persons. Any investment
or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons. By reading this announcement, the reader
acknowledges that it is a person either (i) outside the United
Kingdom or (ii) falling within one of the foregoing categories. In
Member States of the European Economic Area ("EEA"), this
announcement and any offer if made subsequently is directed only at
persons who are "Qualified Investors" within the meaning of Article
2(1)(e) of the Directive 2003/71/EC (the "Prospectus Directive")
("Qualified Investors"). Any person in the EEA who acquires the
securities in any offer (an "Investor") or to whom any offer of the
securities is made will be deemed to have represented and agreed that
it is a Qualified Investor. Any Investor will also be deemed to have
represented and agreed that any securities acquired by it in the
offer have not been acquired on behalf of persons in the EEA other
than Qualified Investors, nor have the securities been acquired with
a view to their offer or resale in the EEA to persons where this
would result in a requirement for publication by the company of a
prospectus pursuant to Article 3 of the Prospectus Directive.

Further inquiry note:
Ingolf Hegner
SVP Investor Relations
+49 (0)30 3434 1590
ingolf.hegner@airberlin.com

end of announcement euro adhoc
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issuer: Air Berlin PLC
The Hour House, High Street 32
UK-WD3 1ER Rickmansworth, Herts
phone: +49 (0)30 3434 1500
FAX: +49 (0)30/3434-1509
mail: abpresse@airberlin.com
WWW: http://www.airberlin.com
sector: Air Transport
ISIN: GB00B128C026
indexes: SDAX, Classic All Share, Prime All Share
stockmarkets: free trade: Berlin, München, Hamburg, Düsseldorf, free trade/Bondm:
Stuttgart, regulated dealing/prime standard: Frankfurt
language: English