Obligation AIR BERLIN PLC 8.5% ( DE000AB100A6 ) en EUR

Société émettrice AIR BERLIN PLC
Prix sur le marché 100 %  ▲ 
Pays  Allemagne
Code ISIN  DE000AB100A6 ( en EUR )
Coupon 8.5% par an ( paiement annuel )
Echéance 10/11/2015 - Obligation échue



Prospectus brochure de l'obligation AIR BERLIN PLC DE000AB100A6 en EUR 8.5%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 200 000 000 EUR
Description détaillée L'Obligation émise par AIR BERLIN PLC ( Allemagne ) , en EUR, avec le code ISIN DE000AB100A6, paye un coupon de 8.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/11/2015







AIR BERLIN PLC
(incorporated and registered in England and Wales as a public limited company)
195,888,000
8.50% Fixed Rate Notes due 2015
This prospectus (the Prospectus) will be published in electronic form on the website of the Luxembourg
Stock Exchange (http://www.bourse.lu) and on the website of Air Berlin PLC
(http://www.airberlingroup.com).
The 8.50% Fixed Rate Notes due 2015 (the Notes) were issued on on 10 November 2010 by Air Berlin
PLC (the Issuer or Air Berlin PLC) in an aggregate principal amount of 200,000,000 at an issue price of
100 per cent. of the principal amount of the Notes. Of the initial aggregate principal amount of
200,000,000, a principal amount of 195,888,000 is outstanding as of the date of this Prospectus. The
Issuer may, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest
to (but excluding) the date fixed for redemption in the event of certain tax changes as set out in
Condition 5.2 of the Terms and Conditions of the Notes.
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and to
admit the Notes to trading on the Euro MTF market of the Luxembourg Stock Exchange. The Euro MTF
market is a multilateral trading facility and not a regulated market within the meaning of Directive
2004/39/EC on markets in financial instruments (MiFID). The Notes are included into trading in the
Bondm trading segment of the open market (Freiverkehr) of the Baden-Württemberg Stock Exchange in
Stuttgart and on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. Both markets are not
regulated markets for purposes of MiFID. Furthermore, the Notes are currently admitted to the Official
List and trading on the regulated market (Main Securities Market) of the Irish Stock Exchange (the Irish
Stock Exchange). It is intended to delist the Notes from the Irish Stock Exchange after the admission of
the Notes to trading on the Euro MTF market of the Luxembourg Stock Exchange.
This Prospectus includes all information on the terms of the Notes. It constitutes a prospectus for the
purpose of Part IV of the Luxembourg Law of 10 July 2005 on Prospectuses for Securities, as amended.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
U.S. Securities Act) and the Notes are in bearer form that are subject to U.S. tax law requirements. Subject
to certain exceptions, the Notes may not be offered, sold or delivered within the United States of America
(United States) or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the
U.S. Securities Act (Regulation S)).
This Prospectus serves for listing purposes only and does not constitute, and may not be used for, an offer
to buy, subscribe or sell any of the Notes, and no Notes are being offered or sold pursuant to this
Prospectus.
The Notes have been assigned the following securities codes: ISIN DE000AB100A6, Common Code
000055764336, WKN AB100A.
An investment in the Notes involves certain risks. Prospective investors should consider carefully the
factors described under the heading "Risk Factors" beginning on page 19.
The date of this Prospectus is 31 July 2014.


RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of its
knowledge (having taken all reasonable care to ensure that such is the case) the information contained in
this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of
such information.
NOTICE
This Prospectus serves for listing purposes only and does not constitute, and may not be used for, an offer
to buy, subscribe or sell any of the Notes, and no Notes are being offered or sold pursuant to this
Prospectus. The Notes have not been and will not be registered under the U.S. Securities Act and may
not be offered or sold within the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.
The Lead Manager (as specified under "Subscription, Offer and Sale" on page 104 of this Prospectus) has
not independently verified the information contained herein. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility or liability is accepted by the Lead
Manager as to the accuracy or completeness of the information contained in this Prospectus.
This Prospectus contains industry related data taken or derived from industry and market research reports
published by third parties (External Data) in the following sections of this Prospectus: Element B.4b of
the "Summary", under "Risks relating to the the airline industry" and "Air Berlin depends on the
uninterrupted operation of its own and third-party automated systems and technology" in the section
"Risk Factors" and under "Recent developments" in the section "Description of the Issuer". Commercial
publications generally state that the information they contain is originated from sources assumed to be
reliable, but that the accuracy and completeness of such information is not guaranteed and that the
calculations contained therein are based on a series of assumptions. The External Data have not been
independently verified by the Issuer. The External Data was accurately reproduced by the Issuer in the
Prospectus, and as far as the Issuer is aware and is able to ascertain, no facts have been omitted that
would render the reproduced External Data inaccurate or misleading. The Issuer does not have access to
the underlying facts and assumptions of numerical and market data and other information contained in
publicly available sources. Consequently, numerical and market data or other information cannot be
verified by the Issuer.
No person is or has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or the Lead Manager.
This Prospectus is not intended to provide the basis of any credit or other evaluation nor should be
considered as a recommendation by the Issuer or the Lead Manager that any recipient of this Prospectus
should purchase any Notes. Each investor contemplating purchasing any Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. This Prospectus does not constitute an offer or invitation by or on behalf
of the Issuer or the Lead Manager to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor any sale or delivery of the Notes shall in any circumstances
imply that the information contained herein concerning the Issuer is correct at any time subsequent to the
date hereof. The Lead Manager do not undertake to review the financial condition or affairs of the Issuer
during the life of the Notes or to advise any investor in the Notes of any information coming to their
attention.
2


FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is any
statement that does not relate to historical facts or events or facts or events as of the date of this
Prospectus and includes statements using the words "believes", "anticipates", "intends", "expects" or
other similar terms. This applies in particular to statements relating to, among other things, the future
financial performance, plans and expectations regarding developments in the business and management
of the Issuer, the general economic and regulatory conditions and similar factors affecting the Issuer.
These forward-looking statements are subject to a number of risks, uncertainties, assumptions and other
factors that may cause the actual results, including the financial position and profitability of the Issuer, to
be materially different from or worse than those expressed or implied by these forward-looking
statements. Accordingly, prospective investors are strongly advised to read the following sections of this
Prospectus: "Summary", "Risk Factors" and "Description of the Issuer". These sections include more
detailed descriptions of factors that might have an impact on the Issuer's business and the market in
which the Issuer and its subsidiaries and affiliates taken as a whole (the Air Berlin Group or Air Berlin)
operate. The Issuer does not assume any obligation to update or revise such forward-looking statements
and to adapt them to future events or developments or to publicly release any revisions the Issuer may
make to these forward-looking statements that may result from events or circumstances arising after the
date of this Prospectus.
3


___________________________________
CONTENTS
Page
RESPONSIBILITY STATEMENT ..................................................................................................................... 2
NOTICE ............................................................................................................................................................... 2
FORWARD-LOOKING STATEMENTS ........................................................................................................... 3
SUMMARY .......................................................................................................................................................... 5
RISK FACTORS ................................................................................................................................................ 19
TERMS AND CONDITIONS OF THE NOTES ............................................................................................... 38
DESCRIPTION OF THE ISSUER .................................................................................................................... 56
TAXATION ........................................................................................................................................................ 98
SUBSCRIPTION, OFFER AND SALE ........................................................................................................... 104
GENERAL INFORMATION .......................................................................................................................... 105
HISTORICAL FINANCIAL INFORMATION .............................................................................................. F-1
___________________________________
4


SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered
in Sections A ­ E (A.1 ­ E.7).
This summary contains all the Elements required to be included in a summary for this type of securities
and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities
and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in the summary with the mention of "not applicable".
Section A ­ Introduction and warnings
Element
Description of Element
Disclosure requirement
A.1
Warnings
· This summary should be read as an introduction to this prospectus (the
Prospectus).
· Any decision to invest in the 8.50% Fixed Rate Notes due 2015 (the Notes)
outstanding in an aggregate principal amount of 195,888,000 should be
based on consideration of this Prospectus as a whole by the investor.
· Where a claim relating to the information contained in this Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of its member state to the Agreement on the European Economic
Area (EEA), have to bear the costs of translating this Prospectus before the
legal proceedings are initiated.
· Civil liability attaches only to those persons who have tabled this summary
including any translation thereof, but only if this summary is misleading,
inaccurate or inconsistent when read together with the other parts of this
Prospectus or it does not provide, when read together with the other parts of
this Prospectus, key information in order to aid investors when considering
whether to invest in the Notes.
A.2
Consent to the use of the
Not applicable. Air Berlin does not give its consent to the use of this Prospectus
prospectus
for any offering or sale of the Notes. This Prospectus serves for listing purposes
only and does not constitute, and may not be used for, an offer to buy, subscribe
or sell any of the Notes, and no Notes are being offered or sold pursuant to this
Prospectus.
Section B ­ Issuer
Element Description of Element
Disclosure requirement
B.1
Legal and commercial name of
The legal name of the issuer is Air Berlin PLC (hereinafter Air Berlin PLC or
the Issuer
the Issuer and together with its subsidiaries and its affiliates the Air Berlin
Group or Air Berlin). Its commercial name is Air Berlin.
B.2
Domicile, legal form,
Air Berlin PLC is incorporated and registered in England and Wales as a public
legislation, country of
limited company under the Companies Act.
incorporation
B.4b
Known Trends affecting the
According to the Financial Forecast Report of the International Air Transport
Issuer and the industry in
Association (IATA) of March 2014, profits of European airlines are expected
which it operates
to increase from US$0.4 billion in 2012 to US$1.2 billion in 2013 and US$3.1
billion in 2014. IATA forecasts that airline financial performance continues to
improve, that airlines have reported improving profits, the economic cycle is
turning upwards and that oil prices remain in the range of the past few years.
Further, IATA projects a significant improvement in airline profits this year
compared to 2013. On the downside, IATA also states that the crisis in Ukraine
5


Element Description of Element
Disclosure requirement
has increased geo-political risk and put upward pressure on oil prices. .1
For Air Berlin the first three months of 2014 continued to be characterised by
high economic risks, especially in the Eurozone, despite recents signs of
recovery in part of Europe, extraordinary costs such as the German air travel
tax, costs resulting from the repeated delays in opening the airport Berlin
Brandenburg (BER) as well as the tariff increases at Spanish airports given that
Spanish destinations traditionally play an important role in Air Berlin's
business. The operating result was below the levels of the first three months of
2013 despite the progress achieved in implementing the Turbine turnaround
programme and the equity of Air Berlin Group calculated in accordance with
the International Financial Reporting Standards (IFRS) still was negative as at
31 March 2014. The calculation of the shareholders' equity as of the reporting
date in accordance with IFRS represents a snapshot as of the end of the first
quarter. The negative equity is not expected to have an effect on the operations
of Air Berlin. In accordance with IFRS, Air Berlin Group qualifies as a "going
concern".
Trading and, accordingly, revenue in the first quarter 2014 declined slightly as
expected due to the traditionally weak period for airlines and efficiency
improvements not becoming visible yet.
The total number of passengers transported in the first three months of 2014
amounted to 5.86 million (compared to 5.92 million in the first three months of
2013). The total number of passengers transported in 2013 amounted 31.5
million (compared to 33.3 million in 2012).
Air Berlin achieved revenue passenger kilometres in the amount of 9.53 billion
in the first three months of 2014 as compared to 9.55 billion in the first three
months of 2013, which is a slightly decrease by 0.02%. Flight revenue
(including taxes and security fees) per passenger in the first three months of
2014 declined to 111.45 compared to 116.16 in the first three months of
2013.
With respect to costs, the air travel tax amounted to 30.8 million in the first
three months of 2014. Price competition made passing on these costs to
customers extremely difficult. The operating income before interest, tax,
depreciation amortization and rent (EBITDAR) amounted to -37.0 million in
the first three months of 2014 compared to -31.5 million in the first three-
months period of 2013. Additionally, the operating loss at the EBIT (earnings
before interest and taxes) level decreased from 188.4 million in the first three
months of 2013 to 182.8 million in the first three months of 2014.
In the first three months of 2014, the net result was -209.8 million compared
with -196.3 million reported for the first three months of 2013.
In response to a weakening demand in Europe and in order to return to
profitability, Air Berlin has launched its restructuring programme "Turbine" on
15 January 2013.
The two-year Turbine programme provides for internal structural changes,
further adjustments to the route network, a reduction of the fleet to 143 aircraft
and a reduction of approximately 900 jobs (which is almost 10% of all
employees of Air Berlin) as well as negotiations with major stakeholders such
as airports, caterers, lessors and maintenance providers with a view to seek
their agreement resulting in a reduction of costs.
As of 31 March 2014, the operating fleet has been reduced to 143 aircraft (140
aircraft as of 31 December 2013, compared to an operating fleet size of 163
aircraft as at 31 December 2011) and by the end of March 2014 a head count
reduction by approximately 601 full time jobs has been achieved.
Redundancies have occurred and further redundancies cannot be excluded.
The Turbine programme reached its targeted contribution of 200 million in
terms of costs and revenues in 2013 and the turnaround effect of approximately
400 million in total for 2013 and 2014 will be achieved. However, due to
1 Source: IATA "Financial Forecast" report dated March 2014.
6


Element Description of Element
Disclosure requirement
several effects including, among others, the tariff increase at Spanish airports
and the continuing adverse effect of the German air travel tax, the progress
achieved under the turnaround programme Turbine was offset and the
turnaround effect will not be sufficient. Due to the continuing difficult
economic environment, the limitation of growth prospects for the European
airline industry associated with the continuing economic risks in Europe and
the increased competitive situation, Air Berlin is seeking to implement further
measures beyond those of the Turbine programme in the current financial year.
Air Berlin has assembled an additional package of measures and is currently in
the process of defining a strategic realignment, which may affect its underlying
business model. Air Berlin plans to enhance its fleet and network optimisation
efforts and to develop a new revenue management system in order to achieve
further improvements in its operating efficiency and to generate new sources of
revenue as well as synergy effects.
B.5
Description of the Group and
Air Berlin PLC is the parent company of Air Berlin Group which comprises
the Issuer's position within the
the second-largest airline in the Germany, Austria and Switzerland market and
Group
Europe's seventh-largest airline in terms of passenger numbers.
B. 9
Profit forecast or estimate
Not applicable; no profit forecast or estimate is made in this Prospectus.
B.10
Qualifications in the audit
Not applicable; KPMG LLP issued unqualified auditor's reports on the
report on the historical
consolidated financial statements of Air Berlin PLC and its subsidiaries for the
financial information
financial years ended 31 December 2012 and 31 December 2013, respectively.
B.12
Selected historical key
financial information (references to the "Company" shall be read as references to the Issuer)
Selected Income statement data
Three months ended 31 March
Year ended 31 December
2014
2013
2013
2012
(unaudited)
(unaudited)
(audited)
(audited)
( million)
Income statement data:
Revenue
761.8
791.9
4,146.8
4,311.7
Other operating income
3.1
7.8
59.8
264.2
Expenses for materials and services
(633.3)
(681.2)
(3,174.5)
(3,288.8)
Personnel expenses
(125.4)
(122.5)
(488.2)
(488.8)
Depreciation and amortisation
(17.7)
(18.7)
(85.2)
(74.1)
Other operating expenses
(171.3)
(165.7)
(690.6)
(654.0)
Operating expenses
(947.7)
(988.1)
(4,438.4)
(4,505.7)
Result from operating activities
(182.8)
(188.4)
(231.9)
70.2
Financial expenses
(21.1)
(20.6)
(87.9)
(77.2)
Financial income
0.2
1.4
7.1
1.1
(Losses) Gains on foreign exchange and
derivatives, net
(9.6)
(5.8)
6.8
2.6
Net financing costs
(30.5)
(25.0)
(74.0)
(73.6)
Share of profit of at equity investments,
net of tax
0
0
0.6
0.2
Loss before tax
(213.4)
(213.4)
(305.2)
(3.2)
Income tax benefit
3.6
17.1
(10.3)
10.0
Profit (loss) for the period
­ all attributable to the shareholders of
the Company
(209.8)
(196.3)
(315.5)
6.8
7


Element Description of Element
Disclosure requirement
Selected Balance sheet data
As of 31 March
As of 31 December
2014
2013
2013
2012
(unaudited)
(unaudited)
(audited)
(audited)
( million)
Balance sheet data:
Assets
Non-current assets
Intangible assets
414.4
421.0
415.9
421.0
Property, plant and equipment
489.1
585.9
497.8
597.9
Trade and other receivables
124.8
79.9
115.3
79.8
Deferred tax asset
17.0
38.0
17.1
28.7
Positive market value of derivatives
0.2
0
0.1
0
Net defined benefit asset
3.5
4.0
3.5
4.0
Deferred expenses
53.8
45.8
55.7
47.6
At equity investments
6.7
4.8
6.7
4.8
Non-current assets
1,109.4
1,179.4
1,112.1
1,183.8
Current assets
Inventories
54.2
50.1
53.0
49.9
Trade and other receivables
528.9
538.8
406.0
451.7
Positive market value of derivatives
2.8
26.2
14.4
12.5
Deferred expenses
64.0
62.9
46.6
46.6
Assets held for sale
0
145.2
30.3
145.2
Cash and cash equivalents
273.0
470.2
223.1
327.9
Current assets
922.8
1,293.4
773.4
1,033.8
Total assets
2,032.2
2.472.8
1,885.5
2,217.6
Equity and liabilities
Shareholders' equity
Share capital
29.3
29.3
29.3
29.3
Share premium
435.1
435.1
435.1
435.1
Equity component of convertible bond
0.6
0.6
0.6
0.6
Other capital reserves
217.1
217.1
217.1
217.1
Retained earnings
(1,072.0)
(743.0)
(862.2)
(546.7)
Hedge accounting reserve, net of tax
(9.3)
4.5
(5.9)
(8.6)
Foreign currency translation reserve
3.3
3.3
3.2
3.4
Remeasurement of the net defined benefit obligation
(3.2)
0
(3.2)
0
Total equity ­ all attributable to the shareholders of
the Company
(399.1)
(53.1)
(186.1)
130.2
Non-current liabilities
Interest-bearing liabilities due to aircraft financing
172.9
265.2
178.4
267.0
Interest-bearing liabilities
686.8
763.8
605.3
621.1
Provisions
4.3
9.2
4.4
9.2
Trade and other payables
72.5
67.1
72.4
70.4
Deferred tax liabilities
24.5
27.4
29.7
30.8
Negative market value of derivatives
0.7
0.6
0.6
0.5
Non-current liabilities
961.7
1.133.4
890.7
998.9
Current liabilities
Interest bearing liabilities due to aircraft financing
53.7
159.8
76.9
158.9
Interest-bearing liabilities
160.7
9.6
158.5
51.1
Tax liabilities
3.7
4.6
3.7
4.5
Provisions
25.3
15.5
25.8
14.2
Trade and other payables
430.8
483.0
441.0
426.8
Negative market value of derivatives
19.3
25.1
23.1
38.6
Deferred income
21.1
27.1
23.0
28.7
Advanced payments received
755.2
667.8
428.9
365.6
Current liabilities
1,469.6
1.392.5
1.180.8
1,088.5
Total equity and liabilities
2,032.2
2.472.8
1.885.5
2,217.6
A statement that there has been
There has been no material adverse change in the prospects of Air Berlin PLC
no material adverse change in
since 31 December 2013.
the prospects of the Issuer since
the date of its last published
8


Element Description of Element
Disclosure requirement
audited financial statements or
a description of any material
adverse change
A description of significant
There has been no significant change in the financial or trading position of Air
changes in the Issuer's financial
Berlin PLC since 31 March 2014.
or trading position subsequent
to the period covered by the
historical financial information
B.13
Recent events
On 18 December 2012, Air Berlin PLC & Co. Luftverkehrs KG (Air Berlin
KG) and Etihad Airport Services L.L.C. agreed that Air Berlin's frequent flyer
programme "topbonus" shall be carved-out from Air Berlin and operated by
Topbonus Ltd., a company that has its head office in Berlin and in which
Etihad Airport Services L.L.C. has a majority stake of 70% and Air Berlin a
stake of 30%. Topbonus Ltd. shall continue to operate and further develop the
frequent flyer programme on the basis of a commercial agreement with Air
Berlin. Through this transaction, which closed on 19 December 2012, Air
Berlin generated revenues of 184.4 million.
Effective 7 January 2013, Hartmut Mehdorn resigned as CEO of Air Berlin
PLC and was succeeded by Wolfgang Prock-Schauer as new CEO.
On 15 January 2013, Air Berlin launched the two-year restructuring
programme "Turbine" which is designed to establish the simplest and most
cost-efficient organisation possible in conjunction with streamlined processes
with a view to improve the operating performance and to achieve sustainable
profitability. The "Turbine" programme led to further adjustments to the route
network and a further reduction of flights and flight frequency as well as a
reduction of its fleet to 143 aircraft as of 31 March 2014 and will entail a cut of
about 900 jobs of which a reduction by 601 jobs has been achieved by the end
of March 2014. Furthermore, an optimised stationing concept has been, and
will continue to be, implemented and a new more efficient boarding procedure
as well as improved hand baggage regulations have been introduced.
On 6 March 2013, Air Berlin issued 140 million 6.00% Convertible Bonds
due 2019 through Air Berlin Finance B.V. convertible into ordinary registered
shares of Air Berlin PLC and guaranteed by Air Berlin PLC.
On 14 August 2013, Air Berlin and Minsheng Commercial Aviation Limited
signed a Letter of Intent for up to eleven aircraft. The transaction comprises a
sale and leaseback of five used Airbus A319 and A320 family aircraft owned
by Air Berlin KG or its affiliates, which was executed in the fourth quarter of
2013, a sale and leaseback of one new Boeing 737-800 aircraft which was also
executed in the fourth quarter of 2013, a sale of one new Boeing 737-800
aircraft which was executed in the first quarter of 2014 as well as the sale and
leaseback of one new Airbus A321 aircraft with sharklets and a sale of one new
Boeing 737-800 aircraft, each of the two foregoing transactions was executed
on 30 June 2014. In addition, Minsheng Commercial Aviation Limited has an
option to buy two additional Boeing 737 aircraft from Air Berlin KG or its
affiliates and place them into the Chinese market.
On 20 December 2013, Air Berlin KG, Air Berlin PLC & Co. Service Center
KG (Air Berlin Service Center KG) and CHS Holding and Services GmbH,
an affiliate of Air Berlin KG, entered into a cooperation agreement with the
Austrian call center service provider Competence Call Center Holding GmbH
(CCC). Under the cooperation agreement, certain call center services
performed by the client service business department of Air Berlin KG and the
service center business, Air Berlin Service Center KG, will be performed by a
joint venture company located in Berlin. The joint venture company was
established by Air Berlin and CCC then acquired 80% of the shares in the joint
venture company while Air Berlin has retained 20%. On 20 December 2013,
the joint venture company took over the client services business department
from Air Berlin KG followed by a transfer of the service center business of Air
Berlin Service Center KG to the joint venture company on 9 January 2014.
Overall, approximately 179 employees were transferred from Air Berlin KG
and Air Berlin Service Center KG to the joint venture company. In the
medium term it is envisaged that CCC will take over all customer services
9


Element Description of Element
Disclosure requirement
functions from Air Berlin and will operate exclusively for Air Berlin as call
center service provider.
On 21 January 2014, Air Berlin issued 75 million 8.25% fixed rate notes due
2018. The notes constitute a further issuance of Air Berlin's outstanding 150
million 8.25% fixed rate notes due 2018, which were issued on 19 April 2011.
On 27 April 2014, Etihad Airways PJSC (Etihad Airways) committed to
subscribe to 300 million subordinated cumulative convertible bonds to be
issued by Air Berlin Finance B.V. and guaranteed by Air Berlin PLC,
convertible into ordinary registered shares of Air Berlin PLC, with no maturity
date and a coupon of 8% p.a. (the Convertible Bonds). The first tranche in an
amount of 100 million was issued on 20 May 2014, the issue of the second
tranche is scheduled for 28 August 2014 and the third tranche for 27 November
2014. The Convertible Bonds are accounted for as equity capital of the Air
Berlin Group under the International Financial Reporting Standards (IFRS).
With reference to the Convertible Bonds, the EU Commission has issued an
information request under Art. 11 of Council Regulation (EC) No 139/2004
(EC Merger Regulation) concerning the potential acquisition of control by
Etihad Airways. If the EU Commission would ultimately arrive at the
conclusion that Etihad Airways acquired control over Air Berlin, Etihad
Airways would be obliged to make a formal filing with the EU Commission.
Etihad Airways may in such case be prevented from subscribing to the second
and third tranche of the Convertible Bonds or from granting additional
financial or commercial support, until the acquisition of control has been
authorised by the EU Commission.
On 9 May 2014, Air Berlin PLC issued 170,000,000 6.25% Fixed Rate Notes
due 2019 (the Euro Notes) at an issue price of 100 per cent. of the principal
amount of the Euro Notes and CHF 100,000,000 5.625% Fixed Rate Notes due
2019 (the CHF Notes) at an issue price of 100 per cent. of the principal
amount of the CHF Notes. An amount of 7.294 million Euro Notes and
CHF 7.275 million CHF Notes were issued partly in exchange for notes
tendered in connection with an exchange offer of Air Berlin. Under the
exchange offer, holders of the Notes tendered Notes in the total amount of
4.1 million for exchange and holders of the bond due 1 November 2014
( 150 million) tendered notes in the total amount of 8.5 million. The
remaining amount of the Euro Notes and CHF Notes (i.e. 162.706 million
Euro Notes and CHF 92.725 million CHF Notes) was issued on 9 May 2014 on
the basis of a private placement with professional investors.
B.14
Please refer to Element B.5
Dependence upon other entities
The Issuer being the parent company of the Air Berlin Group is dependent on
within the group
the performance of its subsidiaries including in particular Air Berlin PLC &
Co. Luftverkehrs KG as main operating company of Air Berlin Group as well
as on NIKI Luftfahrt GmbH (NIKI) as further operating entity.
B.15
A description of the Issuer's
Air Berlin PLC is the parent company of an air carrier group whose main
principal activities
operating company is Air Berlin PLC & Co. Luftverkehrs KG. Air Berlin
offers scheduled flights on a wide range of short-, medium- and long-haul
routes. As of 31 March 2014, Air Berlin flew to 115 domestic German and
international destinations. In total, Air Berlin flew to 92 destinations in Europe
(including destinations in Turkey), 7 in North Africa along with a further 16
destinations overseas in Africa, North America, the Caribbean and Asia. As of
31 December 2013, Air Berlin flew to 141 domestic German and international
destinations, of which 119 destinations were in Europe (including destinations
in Turkey), 7 destinations in North Africa and a further 15 destinations
overseas in Africa, North America, the Caribbean and Asia. Air Berlin's
European destinations are located primarily in, or in close proximity to, major
European cities that are attractive to leisure and business travellers alike. Air
Berlin's major competitors are easyJet and Ryanair within Europe as well as
Deutsche Lufthansa in Germany, Europe and for intercontinental destinations.
B.16
Controlling persons
Not applicable. The Issuer is, to its knowledge, not controlled.
B.17
Credit ratings assigned to the
Not applicable. The Issuer and its debt securities are not rated.
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