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AIR BERLIN PLC (Incorporated and Registered in England and Wales As a Public Limited Company)

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AIR BERLIN PLC (Incorporated and Registered in England and Wales As a Public Limited Company) Prospectus dated 25 October 2011 AIR BERLIN PLC (incorporated and registered in England and Wales as a public limited company) Up to € 100,000,000 11.5% Fixed Rate Notes due 2014, subject to an increase of up to a further € 50,000,000 Issue price: 100% The up to € 100,000,000 (subject to an increase of up to a further € 50,000,000) 11.5% Fixed Rate Notes due 2014 (the Notes) will be issued on 1 November 2011 by Air Berlin PLC (the Issuer or Air Berlin). 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 § 5(2) of the Terms and Conditions. This document constitutes a prospectus (the Prospectus) under the Prospectus Directive. Prospectus Directive means Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading. This Prospectus has been approved by the Central Bank of Ireland (the Central Bank), as competent authority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange (the Irish Stock Exchange) for the Notes to be admitted to the Official List and trading on its regulated market (the Main Securities Market). The Main Securities Market is a regulated market for the purposes of the Directive 2004/39/EC (MiFID). Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of MiFID or which are to be offered to the public in any Member State of the European Economic Area. The Issuer has requested the Central Bank to provide the competent authority in Germany, i.e. the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), with a certificate of approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Directive. Application has also been made to include the Notes to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange and the Bondm trading segment of the open market (Freiverkehr) of the Baden-Württemberg Stock Exchange in Stuttgart. Both markets are not regulated markets for purposes of MiFID. This Prospectus is drawn up in the English language. In case there is any discrepancy between the English text and the German text, the English text stands approved for the purposes of approval under the Prospectus (Directive 2003/71/EC) Regulations 2005. The Terms and Conditions of the Notes and the Summary are drawn up in both English and German language. The German language version of the Terms and Conditions shall be binding. The Notes have been assigned the following security codes: ISIN DE000AB100C2, WKN AB100C. An investment in the Notes involves certain risks. Prospective investors should consider carefully the factors described under the heading "Risk Factors" beginning on page 14. Lead Manager quirin bank AG 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. The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer and its subsidiaries and affiliates taken as a whole (the Air Berlin Group) and to the Notes which is material in the context of the issue and offering of the Notes, including all information which, according to the particular nature of the Issuer and of the Notes is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and the Air Berlin Group and of the rights attached to the Notes; (ii) the statements contained in this Prospectus relating to the Issuer, the Air Berlin Group and the Notes are in every material respect true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the Air Berlin Group or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Prospectus misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements. NOTICE The only persons authorised to use this Prospectus in connection with the offering of the Notes are the Issuer and the Lead Manager (as described under "Subscription, Offer and Sale" beginning on page 78). The Lead Manager 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. 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 or any other information supplied in connection with the offering of the Notes 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. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or the Lead Manager that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes 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. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes 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 the offering, 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 or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Lead Manager expressly does 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 The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the US Securities Act), and are subject to U.S. tax law requirements. In the absence of an available exemption from the registration requirements of the US Securities Act, the Notes may not be offered, sold or delivered within the United States. For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this Prospectus, see "Subscription, Offer and Sale" beginning on page 78. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the Lead Manager do not represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, except as indicated in the "Subscription, Offer and Sale" section beginning on page 78, no action has been taken by the Issuer or the Lead Manager which is intended to permit a public offering of the Notes or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the United Kingdom and the European Economic Area, see "Subscription, Offer and Sale" beginning on page 78. 3 ___________________________________ CONTENTS Page RESPONSIBILITY STATEMENT ...............................................................................................................2
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