Air Berlin PLC London Second Supplementary Prospectus

Transcription

1 This document comprises a Second Supplementary Prospectus and together with the Prospectus dated 19 April 2006 and the Supplementary Prospectus dated 27 April 2006 comprises a prospectus relating to Air Berlin PLC (the Company ) prepared in accordance with the Prospectus Rules of the Financial Services Authority made under Section 73A of the Financial Services and Markets Act 2000 ( FSMA ). The Second Supplementary Prospectus will be made available to the public in accordance with the Prospectus Rules. Air Berlin PLC London Second Supplementary Prospectus of 4 May 2006 to supplement and update the Prospectus dated 19 April 2006 and the Supplementary Prospectus dated 27 April 2006 for the offer of up to 23,333,333 New Shares and up to 20,000,000 Sale Shares from the holdings of the Selling Shareholders as well as up to 6,500,000 Existing Shares from the holdings of the Selling Shareholders in connection with the Over-Allotment Arrangements International Securities Identification Number (ISIN): GB00B128C026 German Securities Identification Number (WKN): AB1000 Common Code: Trading symbol: AB1 and, simultaneously, for admission to trading on the Official Market (Amtlicher Markt) of the Frankfurt Stock Exchange, as well as to the sub-segment of the Official Market (Amtlicher Markt) with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange, of all of the issued Shares of the Company each Share having a nominal value of A 0.25 and carrying full dividend rights as at 1 January 2006, for the year ending 31 December at an Offer Price expected to be between A and A per Share of Air Berlin PLC London Joint Global Coordinators and Joint Bookrunners COMMERZBANK CORPORATES & MARKETS MORGAN STANLEY Co-Managers NORD/LB SOCIETÉ GÉNÉRALE 4 May 2006

2 Air Berlin PLC (the Company ) announces the following changes have occurred up to and including 4 May 2006 with regard to the previously published prospectus dated 19 April 2006 (the Prospectus ) and supplementary prospectus dated 27 April 2006 (the Supplementary Prospectus ), and confirms that there has been no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus or Supplementary Prospectus, other than as set out below: The Company and the Selling Shareholders, together with COMMERZBANK Aktiengesellschaft and Morgan Stanley Bank AG, have agreed on the details set forth below for the initial public offering of the Company. The Offer Period (as set out in the Supplementary Prospectus) has been extended to end, at the earliest, on 10 May Retail investors may submit orders until 12:00 p.m. noon CEST and institutional investors may submit orders until 5:00 p.m. CEST on 10 May Employees and business partners of Air Berlin who are eligible for and wish to receive a preferential allocation of Shares in the Offer must submit their orders for Shares by 5:00 p.m. CEST on 9 May The final Offer Price is expected to be determined on 10 May Trading of the Shares is scheduled to commence on 11 May Book-entry delivery of the Shares (other than the Associate Shares) against payment of the Offer Price is expected to take place on 15 May Book-entry delivery of the Associate Shares against payment of the Offer Price is expected to take place on 19 May Terms used in this Second Supplementary Prospectus, which are defined in the Supplementary Prospectus, have the same meaning as in the Supplementary Prospectus. In light of the above changes in the details of the Offer, the Prospectus as supplemented by the Supplementary Prospectus is supplemented and amended as follows: * The first and second paragraphs under the heading Part I Summary Information The Offer Offer Period, price range and Offer Price on page 7 are amended as follows: The Offer Period began on 28 April 2006 and will end, at the earliest, on 10 May 2006 (the Offer Period ). The price range within which orders for Shares may be submitted during the Offer Period is between A and A (the Price Range ). Retail investors may submit orders until 12:00 p.m. noon CEST and institutional investors may submit orders until 5:00 p.m. CEST on the last day of the Offer Period. After the expiry of the Offer Period, the price for the Shares (the Offer Price ) will be determined by the Company, the Selling Shareholders and the Joint Global Co-ordinators following the bookbuilding process. The Offer Price is expected to be published on 10 May 2006, at the earliest, by means of an announcement through an electronic information service (such as Reuters or Bloomberg) and on Air Berlin s website. * The following sentence is to be added immediately in front of the first sentence of the paragraph under the heading Part I Summary Information The Offer Withdrawal rights on page 8: Investors who have agreed to purchase Shares prior to the publication of the Second Supplementary Prospectus have the right to withdraw their order(s) up until midnight CEST on 8 May 2006 (the Withdrawal Period ) by notice to the Underwriters. Orders for Shares that have been submitted and not withdrawn in the Withdrawal Period will remain valid. Page 2

3 * The first sentence of the paragraph under the heading Part I Summary Information The Offer Withdrawal rights on page 8 (to become the second sentence, following the inclusion of the additional sentence directly above) is amended as follows: In the event that the number of Shares in the Offer, the Price Range or the Offer Period is changed, a supplement to the Prospectus as supplemented by the Supplementary Prospectus and the Second Supplementary Prospectus will be published in the same manner as the Second Supplementary Prospectus. * The paragraph under the heading Part I Summary Information The Offer Listing on page 8 is amended as follows: The Company expects that the FSE will grant admission to trading on 10 May 2006, with trading of the Shares expected to commence on the Official Market (Amtlicher Markt) of the Frankfurt Stock Exchange (Prime Standard) on 11 May Book-entry delivery of the Shares (other than the Associate Shares) against payment of the Offer Price is expected to take place on 15 May Settlement of the Associate Shares is expected to take place on 19 May * The paragraph under the heading Part I Summary Information Documents available for inspection on page 9 is amended as follows: Copies of this Second Supplementary Prospectus, the Supplementary Prospectus, the Prospectus and the financial statements referred to therein, the Auditors Reports, the Company s constitutional documents and certain consent letters will be on display during normal business hours at Air Berlin s headquarters, Saatwinkler Damm, Berlin, Germany and at the offices of COMMERZBANK Aktiengesellschaft, Kaiserstrasse 16, Frankfurt, Germany. The aforesaid documents will also be made available electronically at for twelve months after the publication of the Second Supplementary Prospectus. * The fourth sentence of the third paragraph under the heading Part VI The Offer Description of the Offer on page 24 is amended as follows: It is expected that the Offer Price and the number of Shares available in the Offer will be published on 10 May 2006, at the earliest, by means of an announcement through an electronic information service (such as Reuters or Bloomberg) as well as on Air Berlin s website and published in either the Frankfurter Allgemeine Zeitung or the Börsen-Zeitung up to two business days later. * The first sentence of the first paragraph under the heading Part VI The Offer Bookbuilding, Price Range, Offer Period, Offer Price and withdrawal rights on page 24 is amended as follows: The Offer Period began on 28 April 2006 and will end, at the earliest, on 10 May * The third sentence of the third paragraph under the heading Part VI The Offer Bookbuilding, Price Range, Offer Period, Offer Price and withdrawal rights on page 25 is amended as follows: Page 3

4 In the event that the number of Shares in the Offer, the Price Range or the Offer Period is changed, a supplement to the Second Supplementary Prospectus will be published on Air Berlin s website. * The sixth paragraph under the heading Part VI The Offer Bookbuilding, Price Range, Offer Period, Offer Price and withdrawal rights on page 25 is amended as follows: After the Offer Price has been set, the Shares to be offered will be allocated to investors. The Offer Price is expected to be published on 10 May 2006 at the earliest by means of an announcement through an electronic information service (such as Reuters or Bloomberg) as well as on Air Berlin s website and is expected to be published in either the Frankfurter Allgemeine Zeitung or the Börsen-Zeitung within two business days. Investors who have placed an order with one of the Underwriters are expected to be able to obtain information about the Offer Price and the number of Shares allocated to them on 10 May 2006 at the earliest from the Underwriter concerned. * The first and second sentences of the eighth paragraph under the heading Part VI The Offer Bookbuilding, Price Range, Offer Period, Offer Price and withdrawal rights on page 25 are amended as follows: Book-entry delivery of the Shares (other than the Associate Shares) against payment of the Offer Price is expected to take place on 15 May Book-entry delivery of the Associate Shares against payment of the Offer Price is expected to take place on 19 May * The two paragraphs and the table under the heading Part VI The Offer Timetable on pages 25 and 26 are amended as follows: The following is the indicative timetable for the Offer, which, subject to extension or shortening, is scheduled to extend over approximately nine business days. 19 April Approval of the Prospectus by the Financial Service Authority ( FSA ). Notification of the Prospectus by the FSA to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht BaFin ). 20 April Publication of the Prospectus approved by the FSA and notified to the BaFin. Publication of the Prospectus on Air Berlin s website. 21 April Publication of notice regarding the publication of the Prospectus in the Frankfurter Allgemeine Zeitung. 21 April Start of marketing (roadshow). 27 April Approval of the Supplementary Prospectus by the FSA and notification to the BaFin. Publication of the Supplementary Prospectus on Air Berlin s website immediately following approval of the Supplementary Prospectus by the FSA and notification to the BaFin. Page 4

5 28 April Publication of a notice in the Börsen-Zeitung regarding the Supplementary Prospectus and commencement of the Offer Period. Commencement of the Offer Period. 4 May Approval of the Second Supplementary Prospectus by the FSA and notification to the BaFin. Publication of the Second Supplementary Prospectus approved by the FSA and notified to the BaFin. Publication of the Second Supplementary Prospectus on Air Berlin s website. 5 or 6 May Publication of notice regarding the publication of the Second Supplementary Prospectus in either the Frankfurter Allgemeine Zeitung or the Börsen-Zeitung. 8 May Midnight CEST, end of Withdrawal Period. 9 May Employees and certain domestic business partners of Air Berlin who wish to receive a preferential allocation in connection with the Offer must submit their orders for Shares by 5:00 p.m. CEST. 10 May Admission to trading by the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). 10 May Close of the Offer Period for retail investors (natural persons) at 12:00 p.m. noon CEST and for institutional investors at 5:00 p.m. CEST. 11 May Listing, first day of trading. Determination of the Offer Price and allocation of Shares. Publication of the Offer Price by means of an announcement through an electronic information service (such as Reuters or Bloomberg) and on Air Berlin s website. 11 or 12 May Publication of the Offer Price in either the Frankfurter Allgemeine Zeitung or the Börsen-Zeitung. 15 May Book-entry delivery of the Shares (other than the Associate Shares) against payment of the Offer Price. 19 May Book-entry delivery of the Associate Shares against payment of the Offer Price. The Second Supplementary Prospectus and any supplement to the Second Supplementary Prospectus will be published on the Company s website at In addition, the Second Supplementary Prospectus is expected to be available beginning on 5 May 2006 from the Company and the Underwriters at no charge during regular business hours. * The paragraph under the heading Part VI The Offer Listing on page 30 is amended as follows: On 25 April 2006, the Company applied to have its entire ordinary share capital listed for trading on the Official Market (Amtlicher Markt) of the Frankfurt Stock Exchange and the sub-segment thereof with additional post-admission obligations (Prime Standard). The Company expects that the Frankfurt Stock Exchange will grant Page 5

6 admission to trading on 10 May Trading of the Shares is expected to commence on the Official Market (Amtlicher Markt) of the Frankfurt Stock Exchange on 11 May * The first sentence of the second paragraph under the heading Part XVIII Underwriting on page 140 is amended as follows: It is expected that COMMERZBANK Aktiengesellschaft will subscribe for the New Shares at the Offer Price on 10 May 2006 on behalf of the Underwriters. * The first sentence of the third paragraph under the heading Part XVIII Underwriting on page 140 is amended as follows: If the Underwriting Agreement is terminated between Admission and closing (which is expected to occur on 15 May 2006 for all Shares other than the Associate Shares) the Offer will not proceed. * The second sentence of the fourth paragraph under the heading Part XVIII Underwriting on page 140 is amended as follows: Settlement with respect to the Associate Shares is expected to take place on 19 May * The first sentence of paragraph under the heading Part XX Additional Information Miscellaneous Material Contracts on page 167 is amended as follows: It is expected that the Company will enter into an agreement with Clearstream on or about 10 May 2006 (the Clearstream Agreement ) setting out the terms and conditions under which Clearstream will act as registered shareholder of all of the issued Shares registered in the register of members of the Company maintained in the United Kingdom. * The list of documents and paragraph following the first paragraph under the heading Part XX Documents available for inspection on page 168 is amended as follows: (a) this Second Supplementary Prospectus; (b) the Supplementary Prospectus; (c) the Prospectus; (d) the Memorandum and Articles of Association of the Company referred to in paragraph 3: Memorandum of Association and Articles of Association above; (e) the Auditors Report on the consolidated accounts for the Group for each of the three financial years ended 31 December 2005, 31 December 2004 and 31 December 2003 set out in Part XVII: Auditors Report and Financial Information for the Group"; and (h) the audited consolidated accounts of the Group for each of the three financial years ended 31 December 2005, 31 December 2004 and 31 December 2003 prepared in accordance with IFRS. Page 6

7 The aforesaid documents will also be made available electronically at for twelve months after the publication of this Second Supplementary Prospectus. Dated: 4 May 2006 * After the definition of SARS in the section entitled Gloassary on page 174, a new definition is added as follows: Second Supplementary Prospectus... This second supplementary prospectus of the Company dated 4 May 2006 which updates and supplements the Prospectus and the Supplementary Prospectus.. * The date in the fourth last line on page 180 is amended as follows: 4 May 2006 Investors who have already agreed to purchase Shares prior to the publication of this Second Supplementary Prospectus have the right to withdraw their order(s) up until midnight CEST on 8 May 2006 by notice to the Underwriters. Orders for Shares that have been submitted and not withdrawn in this period will remain valid. This Second Supplementary Prospectus relates to and should be read together with the Prospectus of 19 April 2006 and the Supplementary Prospectus of 27 April Page 7