Strategic co-operation of Air Berlin PLC with Etihad - Etihad increases shareholding in Air Berlin
19-Dec-2011 Air Berlin PLC announces that Air Berlin PLC and Etihad have agreed an extensive strategic co-operation.Etihad and Air Berlin PLC intend to develop significant measures of co-operation on an operational level on the basis of a commercial co-operation agreement. These measures include a far-reaching codeshare agreement. Air Berlin PLC estimates the effects of the anticipated synergies to amount to approximately EUR 35 to 40 million in 2012. Air Berlin further continues to plan joining oneworld alliance by spring 2012.
In the context of this strategic co-operation, Etihad will subscribe for a number of 31,574,312 new shares issued under exclusion of the pre-emptive rights of Air Berlin PLC´s existing shareholders on the basis of a set share price of EUR 2.31, which will, together with Etihad´s existing 2.99% interest in Air Berlin PLC, increase the voting rights in Air Berlin PLC to 29.21%.
In connection therewith Etihad has further undertaken to arrange for a debt financing in favour of the Air Berlin-Group in a total amount of up to USD 255 million with a term until 31 December 2016. Air Berlin PLC´s Board of Directors will be expanded by three Non-Executive Directors to a total number of 17 Directors. Two Non-Executive Directors will be appointed upon nomination by Etihad. Mr James Hogan, the Chief Executive Officer of Etihad, will be appointed Vice-Chairman of Air Berlin PLC´s Board of Directors.
Etihad has generally undertaken for the duration of two years to keep the shares acquired in the transaction, not to acquire a shareholding in Air Berlin PLC exceeding 29.21% and not to make a public takeover offer for Air Berlin PLC.
The closing of the transaction is subject to market-standard conditions precedent, in particular approval by the German Federal Cartel Office (Bundeskartellamt). The closing of the transaction is planned for the first quarter of 2012.
EU air carriers must be more than 50% owned by nationals of EU-Member States or by persons which, for the purposes of European air traffic law, are treated as such nationals. Air Berlin PLC´s Articles of Association contain provisions which authorise its Board of Directors to take certain steps to prevent the ownership of interests in Air Berlin PLC´s shares by persons other than EU nationals or equally treated persons from impacting any of Air Berlin-Group´s air operating licences. For the purposes of these provisions, Air Berlin PLC´s Board of Directors has determined that Etihad has an interest in the new shares in Air Berlin PLC from today, and that this interest, along with Etihad´s existing interest, will be treated as having priority over any other interests in Air Berlin PLC´s shares acquired by persons other than EU nationals or equally treated persons from today. Accordingly, 42.90% of the shares in Air Berlin PLC are presently deemed to be held by persons other than EU nationals or equally treated persons.
Air Berlin PLC The Hour House 32 High Street Rickmansworth WD3 1ER Hertfordshire Great Britain ISIN GB00B128C026, WKN AB1000, (Share) on the Frankfurt Stock Exchange (Regulated Market, Prime Standard) ISIN DE000A0NQ9H6 (Convertible Bonds 2007) Euro MTF Market on the Luxembourg Stock Exchange ISIN DE000AB100A6 (Bond 2010), ISIN DE000AB100B4 (Bond April 2011) and ISIN DE000AB100C2 (Bond November 2011) each of the three bonds segment Bondm of the open market on the Stuttgart Stock Exchange and Main Securities Market on the Irish Stock Exchange