EANS-Adhoc: buyback process for 9% convertible bond of not more than 125m Euro - issue of new 8.5%bond

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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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convertible bond - issue new bond

01.11.2010

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

London, 1 November 2010 - Air Berlin PLC intends to invite - subject
to customary exclusions - holders of the 125m Euro 9% convertible
bond due 2014 issued by Air Berlin Finance B.V. in 2009 (ISIN
DE000A1ALH01) to offer to Air Berlin PLC between 2 November 2010 and
11 November 2010 the sale of their outstanding bonds. The minimum
offer price for an individual bond in a nominal amount of 50,000 Euro
shall be 50,000 Euro. Air Berlin PLC intends to spend a maximum total
purchase amount for all bonds purchased of not more than 125m Euro
plus accrued but unpaid interest. The company points out that Air
Berlin Finance B.V. will be entitled to redeem the remaining bonds at
their nominal amount of 50,000 Euro together with accrued but unpaid
interest, if the aggregate principal amount of the bonds then
outstanding is less than 20% of the aggregate principal amount
originally issued. Morgan Stanley Bank AG will act as Dealer Manager
and Tender Agent. After the expiry of the invitation period Air
Berlin PLC will provide information about the actual amount of bonds
purchased, their purchase price as well as the economic effects for
Air Berlin PLC. Additionally, Air Berlin PLC will place new bonds in
an initial aggregate principal amount of up to 150m Euro which may be
increased by up to 50m Euro. The bonds denominated into units with a
nominal value of 1,000 Euro will have a coupon of 8.5%. The bonds
will be issued at 100% of their principal amount and will be redeemed
at 100% of their principal amount on 10 November 2015, subject to
prior early redemption. The subscription period runs from 2 November
2010 through 5 November 2010. The issue date for the bonds is
expected to be on or about 10 November 2010. Air Berlin PLC intends
to list the bonds in the open market (Freiverkehr) of the Frankfurt
Stock Exchange, in the Bondm trading segment of the open market
(Freiverkehr) of the Stuttgart Stock Exchange as well as in the Main
Securities Market of the Irish Stock Exchange by such date. The bonds
have been assigned the following international security
identification number: ISIN DE000AB100A6. Air Berlin intends to use
the proceeds from the sale of the bonds for refinancing purposes
(including inter alia for the purchase of the above referenced
convertible bonds) as well as general corporate purposes. quirin bank
AG is the Lead Manager of the bond issue.

Air Berlin PLC The Hour House 32 High Street Rickmansworth WD3 1ER
Hertfordshire Great Britain WKN AB1000 (Share) on the Frankfurt Stock
Exchange (Regulated Market, Prime Standard) WKN A0NQ9H (Wandelanleihe
2007) Euro MTF Market on the Luxembourg Stock Exchange WKN A1A LH0
(Convertible Bond 2009) Open Market on the Frankfurt Stock Exchange

Not for release, publication or distribution in the United States,
Canada, Australia and Japan and in any other jurisdiction in which
offers or sales of securities of Air Berlin PLC (the "Securities")
are prohibited by applicable law. This document does not constitute
an offer to sell or a solicitation of an offer to purchase securities
of Air Berlin PLC. The Securities may not be offered or sold in the
United States under the U.S. Securities Act of 1933, as amended,
absent registration or an exemption from registration. No public
offering of Securities will be made in the United States. This
document is not for general publication, release or distribution in
the United Kingdom and may only be distributed in the United Kingdom
to persons who (i) are investment professionals falling within
article 19 (5) of the U.K. Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, in its current version (the
"Order"), or (ii) are high net worth entities or other persons to
whom it may lawfully be communicated falling within article 49 (2)
(a) to (d) of the Order (all such persons will be termed "Relevant
Persons" below). Anyone in the United Kingdom who is not a Relevant
Person may not act on the basis of this press release or its
contents. Any investment or investment activity to which this press
release refers is only available to Relevant Persons and is only
carried out with Relevant Persons.

end of announcement euro adhoc
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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: SDAX, Classic All Share, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade