euro adhoc: Air Berlin PLC / Capital measures / Air Berlin PLC successfully placed a combined equity and convertible bond offering which was multiple times over-subscribed 5.97 million new shares plac

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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

28.03.2007

London, 28 March - Air Berlin PLC prices a combined equity and
convertible bond issue to raise aggregate proceeds of EUR293 million.
Proceeds of the issue, consisting of 5.97 million shares (EUR98
million) from a capital increase and EUR195 million proceeds from the
convertible bond to be issued by a subsidiary of Air Berlin, will be
used to finance the acquisition consideration for LTU Lufttransport
Unternehmen GmbH ("LTU") as well as to refinance EUR100 million of
LTU’s debt and approximately EUR50 million of Air Berlin’s existing
debt.

The equity offering represents around 10% of Air Berlin’s outstanding
shares and was placed by way of a private placement with
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, at a price of
EUR16.40 per share. 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 was placed with institutional investors
internationally (excluding the US) with a coupon of 1.50%. The
conversion price per share was set at EUR22.47 representing a premium
of 37.0% over the equity placement price. At issue, each bond of
EUR100,000 will entitle the holder to receive 4,450 shares.
Bondholders will be entitled to request an early redemption on every
5th anniversary of the bond. The bond will be callable by the issuer
after 7 years, subject to a 150% hurdle rate relating to the
conversion price. Settlement of the bond issue is expected on or
about 11 April, 2007.

The convertible bond offering size was set at EUR195 million. Due to
strong demand the base size was increased from EUR150 million to
EUR170 million and was additionally increased by EUR25 million (the
anticipated 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 total issue size may therefore increase to up to EUR220 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. 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 28.03.2007 11:30:41
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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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