euro adhoc: Air Berlin PLC / Capital measures / Air Berlin PLC launches combined equity and convertible bond offering Approximately EUR250 million concurrent equity and equity-linked offering Approxim

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
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Capital increase

27.03.2007

London, 27 March - Air Berlin PLC today announced that it launched a
combined equity and convertible bond issue to raise aggregate
proceeds of approximately EUR250 million. Proceeds of the equity
issue, consisting of approx. 5.9 million shares from a capital
increase and EUR150 million proceeds from the convertible bond to be
issued by a subsidiary of Air Berlin, will be used to finance a part
of the acquisition consideration for LTU as well as refinancing of
EUR 100 million of LTU’s debt and approximately EUR50 million of Air
Berlin’s debt.

The equity offering will represent around 10% of capital and will be
conducted as a private placement to 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. 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 will be offered to institutional
investors internationally (excluding the US) with a coupon of
1.50-2.00% and a premium of 32.0-37.0% over the equity placement
price. Bondholders will be entitled to request an early redemption on
every 5th anniversary. The bond will be callable by the issuer after
7 years, subject to a 150% trigger. Settlement of the bond issue is
expected on or about 11 April, 2007.

The base convertible bond offering size is EUR150 million. The size
may be increased by up to EUR25 million (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 issue size may
therefore increase to EUR200 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 by 11 May 2007.
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 27.03.2007 21:30:35
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ots Originaltext: Air Berlin PLC & Co Luftverkehrs KG
Im Internet recherchierbar: http://www.presseportal.de

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


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