NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. IN CANADA, FOR DISTRIBUTION ONLY TO INVESTORS THAT ARE NOT INDIVIDUALS, THAT ARE BOTH AN "ACCREDITED INVESTOR" AND A "PERMITTED CLIENT" AND THAT ARE RESIDENT IN ONTARIO, QUEBEC, BRITISH COLUMBIA OR ALBERTA.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.
New Convertible Bonds
Deutsche Lufthansa Aktiengesellschaft (the "Company") launches an offering of unsecured and unsubordinated convertible bonds due 2032 in an aggregate principal amount of EUR 600 million with a denomination of EUR 100,000 each, ISIN: DE000A4DFHZ5 (the "New Bonds"). The New Bonds will be convertible into new and/or existing no-par value ordinary registered shares of the Company (Namensaktien) (the "Ordinary Shares"). The Company is utilizing an authorisation approved by its annual general meeting on 10 May 2022 for the issuance of convertible bonds. The shareholders' pre-emptive rights (Bezugsrechte) shall be excluded.
The New 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 Company intends to use the proceeds from the Offering to finance the Convertible Bonds Tender Offer (as described below) and for general corporate purposes including the refinancing of existing debt.
The New Bonds will be issued at 100% of their principal amount and will bear no periodic interest. Unless previously converted, redeemed or repurchased and cancelled, the New Bonds will be redeemed at maturity on 10 September 2032, at their accreted redemption amount, which will be set between 100.9% and 104.5% of their principal amount (the "Accreted Redemption Amount"). The initial conversion price will be set at a conversion premium between 40.0% and 45.0% above the reference share price (being the volume weighted average price (VWAP) of the Ordinary Shares on XETRA between launch and pricing of the Offering on 03 September 2025).
Holders of the New Bonds will be entitled to require an early redemption of their New Bonds at the Accreted Redemption Amount on 10 September 2030.
The Company may redeem all, but not some only, of the New Bonds outstanding at the Accreted Redemption Amount as at the early redemption date (i) no earlier than 09 October 2030 if the parity value of the Ordinary Shares underlying a Bond is equal to or exceeds 130 per cent. of the relevant Accreted Redemption Amount over a certain period, or (ii) if at any time the aggregate principal amount of the New Bonds outstanding and held by persons other than the Company and its subsidiaries has fallen to below 20 per cent. of the aggregate principal amount of the New Bonds originally issued.
The Company has agreed to a lock-up period of 90 calendar days after the settlement of the Offering, subject to customary exemptions and waiver by the joint global coordinators.
The final terms of the New Bonds are expected to be determined and announced through a separate press release later today. Settlement is expected to take place on or around 10 September 2025, and the Company intends to apply for inclusion of the New Bonds to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.
Concurrent Convertible Bonds Tender Offer
Additionally, the Company also invites the holders of the outstanding 2.00% convertible bonds due 2025 (ISIN: DE000A3H2UK7) (the "2025 Bonds"), whose outstanding principal amount is EUR 600 million as of today, to tender for purchase for cash up to EUR 300 million of the outstanding 2025 Bonds by way of a modified Dutch auction procedure, whereas the decision to accept such tenders for purchase is at the Company's sole and absolute discretion (the "Repurchase Invitation"). The repurchase price per 2025 Bond tendered under the Repurchase Invitation will be between 100.6% and 101.1% of the principal amount per 2025 Bond (equal to between EUR 100,600 and EUR 101,100 per 2025 Bond). The Company will also pay accrued interest on the purchased 2025 Bonds from and including the interest payment date for the 2025 Bonds immediately preceding the Invitation Settlement Date (as described below) to but excluding the Invitation Settlement Date.
The Repurchase Invitations will expire at 17:30 CET on 03 September 2025, unless amended, extended, re-opened or terminated. Settlement of the Repurchase Invitations is expected to take place on 11 September 2025 (the "Invitation Settlement Date").
The Repurchase Invitation is not being made directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the invitations to sell cannot be accepted by any such use, means, instrumentality or facility or from within the United States. The Repurchase Invitation is not open to any persons located or resident in the United States, or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the invitations to sell or any participation therein would be unlawful.
Disclaimers:
This announcement and the information contained herein is restricted and may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, South Africa, Japan or any other jurisdiction where such publication, distribution or release would be unlawful. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Further, this announcement is for information purposes only and is not an offer of, or a solicitation of an offer to purchase, sell or subscribe for, securities in any jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus or offering document has been or will be prepared in connection with the offering of, or solicitation of an offer to purchase, sell or subscribe for, the securities referred to herein. The securities referred to herein may not be offered, and no solicitation of an offer to purchase, sell or subscribe for, such securities may be made, to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction.
In the United Kingdom, this announcement is only directed at "qualified investors" within the meaning of the UK Prospectus Regulation who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area the placement of, and invitation to submit any offer to purchase, sell or subscribe for, any securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129, as amended.
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the UK. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II and (b) in the UK, a person who is one (or more) of (i) a retail client within the meaning of Regulation (EU) no 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") or the EU PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPS Regulation.
No action has been taken that would permit an offering or an acquisition of, or a solicitation of an offer to purchase, sell or subscribe for, the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation or advice concerning the placement of, or invitation to submit any offer to purchase, sell or subscribe for, any securities. Investors should consult a professional advisor as to the suitability of the placement of, or invitation to submit any offer to purchase, sell or subscribe for, any securities for the person concerned.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "plans", "aims", "projects", "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
Contact:
Marc Nettesheim, Head of Investor Relations, phone +49 69 696 28000
