Deutsche Lufthansa Aktiengesellschaft (the "Company") decided today to launch an offering of senior unsecured convertible bonds due 2025 in an aggregate principal amount of approx. EUR 525 million (the "Bonds"). The Bonds will be convertible into new and/or existing no-par value ordinary registered shares of the Company (the "Shares").
The Bonds will be offered by way of an accelerated bookbuilding to institutional investors outside the United States of America (the "United States") as well as outside of Australia, South Africa, Japan and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law (the "Offering"). In Canada, the Offering will only be made in the provinces of Ontario, Québec, British Columbia or Alberta, to institutional investors who are both an accredited investor and a Canadian permitted client under applicable Canadian securities laws. The shareholders’ pre-emptive rights (Bezugsrechte) will be excluded.
The Company intends to use the proceeds from the Offering for general corporate purposes.
The Bonds with a denomination of EUR 100,000 per Bond will be issued at 100% of their principal amount. Unless previously converted, redeemed or repurchased and cancelled, the Bonds will be redeemed at their principal amount on 17 November 2025. The Bonds will be offered with a coupon between 2.25% and 2.75% per annum, payable semi-annually in arrear. The initial conversion price will be set at a conversion premium between 30% and 35% above the reference share price (being the volume weighted average price (VWAP) of the Shares on XETRA between launch and pricing of the Offering on 10 November 2020).
The Company may redeem all, but not some only, of the Bonds outstanding at their principal amount plus accrued interest at any time (i) on or after 8 December 2023 if the price of the Company's share is equal to or exceeds 130 per cent. of the prevailing conversion price on each trading day within a certain period, or (ii) if at any time the aggregate principal amount of the Bonds outstanding and held by persons other than the Company and any of its subsidiaries has fallen to 20 per cent. or less of the aggregate principal amount of the Bonds originally issued.
The Company has agreed not to offer any Shares or equity-linked securities within a period of 90 calendar days after the settlement of the Offering, and not to enter into any transaction having a similar economic effect, subject to customary exemptions.
The final terms of the Bonds are expected to be determined and announced through a separate press release later today. Settlement is expected to take place on or around 17 November 2020, and admission to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange is expected shortly thereafter.