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DGAP-Adhoc: MTU Aero Engines AG: MTU Aero Engines -2-

| Quelle: Dow Jones Newsw... | Lesedauer etwa 9 min. | Text vorlesen Stop Pause Fortsetzen
DJ DGAP-Adhoc: MTU Aero Engines AG: MTU Aero Engines AG launches new convertible bond offering and solicits offers from investors to sell the outstanding convertible bonds due 2023 (ISIN DE000A2AAQB8)



DGAP-Ad-hoc: MTU Aero Engines AG / Key word(s): Issue of Debt
MTU Aero Engines AG: MTU Aero Engines AG launches new convertible bond
offering and solicits offers from investors to sell the outstanding
convertible bonds due 2023 (ISIN DE000A2AAQB8)

10-Sep-2019 / 07:55 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

_Not for release, publication or distribution, directly or indirectly, in or
into the United States, Australia, Canada or Japan or any other jurisdiction
in which the distribution or release would be unlawful._

*Disclosure of inside information pursuant to Article 17 MAR*

*MTU Aero Engines AG launches new convertible bond offering and solicits
offers from investors to sell the outstanding convertible bonds due 2023
(ISIN DE000A2AAQB8)*

*Munich, 10 September 2019: *The executive board of MTU Aero Engines AG (the
"*Company*"), with the approval of the Company's supervisory board, resolved
today on the concurrent launch of the following transactions:

- The offering of senior, unsecured convertible bonds in an aggregate
principal amount of EUR 500 million, maturing in March 2027 (the "*New
Convertible Bonds*")

- The invitation to holders of the outstanding senior, unsecured convertible
bonds due 2023 with an outstanding aggregate nominal amount of EUR 500
million, ISIN DE000A2AAQB8 (the "*Outstanding Convertible Bonds*") to submit
offers to sell for cash up to EUR 275 million in aggregate principal amount
of Outstanding Convertible Bonds via a modified Dutch auction procedure (the
"*Invitation to Sell*")

The contemplated transactions aim to optimise the company's capital
structure through the partial early refinancing of the Outstanding
Convertible Bonds. The issue of the New Convertible Bonds will enable MTU
Aero Engines AG to extend its debt maturity profile. The proceeds of the New
Convertible Bonds will be used to finance the partial repurchase of the
Outstanding Convertible Bonds in connection with the Invitation to Sell and
for general corporate purposes.

*New Convertible Bonds*

The New Convertible Bonds will have an aggregate principal amount of EUR 500
million and will be convertible into new and/or existing no-par value
ordinary registered shares of the Company (the "*Ordinary Shares*"). The
Company is using an authorisation from its annual general meeting in 2019
for the issuance of the New Convertible Bonds. The shareholders'
subscription rights will be excluded.

The New Convertible Bonds will have a maturity of 7.5 years and will be
issued in a denomination of EUR 100,000 each. The New Convertible Bonds will
bear a fixed coupon of 0.05% per annum, payable annually in arrear. The New
Convertible Bonds are expected to be issued at a price between 101.50% and
104.50%, implying a yield to maturity between -0.54% and -0.15%, and a
conversion premium between 50% and 60% above the reference share price
(being the average of the daily volume-weighted average prices of the no-par
value ordinary registered shares of the Company on XETRA on 11, 12 and 13
September 2019).

The final terms of the New Convertible Bonds are expected to be announced
later today through a separate press release, and settlement is expected to
take place on or around 18 September 2019. The inclusion of the New
Convertible Bonds in the open market segment (_Freiverkehr_) of the
Frankfurt Stock Exchange is expected shortly thereafter.

The Company will have the option to redeem the New Convertible Bonds at
their principal amount (plus accrued but unpaid interest) in accordance with
the terms and conditions of the New Convertible Bonds at any time (i) on or
after 8 April 2025 if the price of the Ordinary Shares is equal to or
exceeds 130% of the then prevailing conversion price over a specified period
or (ii) if 20% or less of the aggregate principal amount of the New
Convertible Bonds originally issued remains outstanding.

The New Convertible Bonds will be offered by way of an accelerated
bookbuilding to institutional investors outside the United States of America
(the "United States") in reliance on Regulation S (Category 1) under the
United States Securities Act of 1933 as amended, as well as outside of
Australia, Japan and any other jurisdiction in which offers or sales of the
New Convertible Bonds would be prohibited by applicable law.

*Invitation to Sell*
The Company invites eligible holders of the Outstanding Convertible Bonds to
make offers to sell for cash via a modified Dutch auction procedure. The
Company intends to accept offers to sell up to an amount of EUR 275 million
in aggregate principal amount of the Outstanding Convertible Bonds. EUR 500
million in aggregate principal amount of the Outstanding Convertible Bonds
remained outstanding as at 5:30 p.m. CEST on 9 September 2019.

The purchase price per EUR 100,000 nominal amount of the Outstanding
Convertible Bonds will be between EUR 203,500 and EUR 204,250, adjusted
based on the average of the daily volume-weighted average prices of the
no-par value ordinary registered shares of the Company on XETRA on 11, 12
and 13 September 2019. In addition, the Company will pay interest accrued on
the Outstanding Convertible Bonds from and including the immediately
preceding interest payment date to but excluding the settlement date of the
Invitation to Sell, which amounts to EUR 42.69 per Bond.

The Company will decide in its sole discretion whether, to what extent and
at what price it will repurchase Outstanding Convertible Bonds.

The Invitation to Sell 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 Invitation to Sell
cannot be accepted by any such use, means, instrumentality or facility or
from within the United States. The Invitation to Sell is not open to any
persons located or resident in the United States or that are otherwise U.S.
Persons (within the meaning of Regulation S under the U.S. Securities Act of
1933, as amended), or persons acting for the account or benefit of any such
persons, or in any other jurisdiction where the Invitation to Sell or any
participation therein would be unlawful.

-END-

Your contacts:
Eckhard Zanger Markus Wölfle
Senior Vice President Director Corporate Communications
Corporate Communications and Public Affairs
Tel.: + 49 (0)89 14 89-91 13 Tel.: +49 (0)89 14 89-83 02
Mobile: + 49 (0) 176-1000 6158 Mobile: +49 (0) 151-1741 5084
Email: Eckhard.Zanger@mtu.de Email: Markus.Woelfle@mtu.de

*IMPORTANT NOTE*
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD
BE UNLAWFUL
This release is for information purposes only and does not constitute,
contain or form part of, and should not be construed as, an offer or an
invitation to sell, or issue or the solicitation of any offer to buy or
subscribe for, any securities. In connection with this transaction there has
not been, nor will there be, any public offering of the New Convertible
Bonds. No prospectus will be prepared in connection with the offering of the
New Convertible Bonds. The New Convertible Bonds may not be offered to the
public in any jurisdiction under circumstances which would require the
issuer of the New Convertible Bonds to prepare or register any prospectus or
offering document relating to the New Convertible Bonds in such
jurisdiction.
The distribution of this release and the offer and sale of the New
Convertible Bonds in certain jurisdictions may be restricted by law. Any
persons reading this release should inform themselves of and observe any
such restrictions.

This release does not constitute an offer to sell or a solicitation of an
offer to purchase any securities in the United States. Any securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "*Securities Act*"), or the laws of
any state within the U.S., and may not be offered or sold in the United
States absent registration or an applicable exemption from registration or
in a transaction not subject to the registration requirements of the
Securities Act. There will be no offering of the New Convertible Bonds in
the United States. This release and the information contained herein may not
be distributed or sent into the United States, or in any other jurisdiction
in which offers or sales of the securities described herein would be
prohibited by applicable laws and should not be distributed to publications
with a general circulation in the United States. The New Convertible Bonds
are being offered and sold outside the United States only in reliance on
Regulation S under the Securities Act.

In the United Kingdom, this release is only being distributed to and is only
directed at (i) persons who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "*Order*") and (ii)
high net worth entities falling within Article 49(2) of the Order and (iii)
persons to whom it would otherwise be lawful to distribute it (all such
persons together being referred to as "*Relevant Persons*"). Any investment
or investment activity to which this document relates are only available to,
and will be engaged in only with, Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this release or any of its
contents.

*MiFID II professionals/ECPs-only/No PRIIPs KID* - Manufacturer target

(MORE TO FOLLOW) Dow Jones Newswires

September 10, 2019 01:55 ET ( 05:55 GMT)


market (MiFID II product governance) is eligible counterparties and
professional clients only (all distribution channels). No PRIIPs key
information document (KID) has been prepared as not available to retail in
the EEA.

10-Sep-2019 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: MTU Aero Engines AG
Dachauer Straße 665
80995 München
Germany
Phone: +49 (0)89 14 89-8473
Fax: +49 (0)89 14 89-95292
E-mail: Michael.Roeger@mtu.de
Internet: www.mtu.de
ISIN: DE000A0D9PT0
WKN: A0D9PT
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich,
Stuttgart, Tradegate Exchange
EQS News ID: 871011

End of Announcement DGAP News Service

871011 10-Sep-2019 CET/CEST



(END) Dow Jones Newswires

September 10, 2019 01:55 ET ( 05:55 GMT)
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