DGAP-Adhoc

MTU Aero Engines AG: MTU Aero Engines AG launches convertible bond offering

MTU Aero Engines AG / Key word(s): Issue of Debt

11.05.2016 08:02

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

---------------------------------------------------------------------------

Ad hoc

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.

MTU Aero Engines AG launches convertible bond offering

- Issue volume of EUR 500 million, 7 year maturity

- Proceeds to be used for the optimization of debt structure, e.g. for
the repayment of the outstanding bond due in June 2017, continued
investment in accordance with communicated investment policy and for
general corporate purposes

Munich, May 11, 2016: The executive board of MTU Aero Engines AG (the
"Company"), with the approval of the Company's supervisory board, resolved
today on the offering of senior, unsecured convertible bonds in an
aggregate principal amount of EUR 500 million (the "Bonds"), convertible
into new and/or existing no-par value ordinary registered shares of the
Company (the "Ordinary Shares"). MTU Aero Engines AG is using an
authorization from its annual general meeting in 2015 for the issuance of
the Bonds, which provides for an exclusion of subscription rights.

The Bonds will have a maturity of 7 years and will be issued in a
denomination of EUR 100,000 each. The Bonds are expected to bear interest
at a rate between 0.125 - 0.625% per annum, payable annually in arrear, and
will have a conversion premium of 40 - 50% above the volume-weighted
average price of the Ordinary Shares on XETRA between launch and pricing.

The final terms of the Bonds are expected to be announced later today
through a separate press release, and settlement is expected to take place
on or around 17 May 2016.

The Company will have the option to redeem the Bonds at their principal
amount (plus accrued but unpaid interest) in accordance with the terms and
conditions of the Bonds at any time (i) on or after 16 June 2020, 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 Bonds remains outstanding.

The Company intends to use the net proceeds of the offering for the
optimization of its debt structure, e.g. for the repayment of the
outstanding bond due in June 2017, continued investment in accordance with