MTU Aero Engines AG

Capital/Financing Update • Jan 23, 2007

News Details

Corporate | 23 January 2007 15:04

MTU Aero Engines Holding AG prices convertible bond offering

MTU Aero Engines Holding AG / Issue of Debt

Corporate news transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR
TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN
WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

• Coupon of 2.75%, conversion price set at €49.50
• Issue volume of €165 million, 5 year maturity

Munich – MTU Aero Engines Holding AG ('MTU') announces the pricing of its
offering (the 'Offering') to institutional investors only of €165 million
senior unsecured convertible bonds (the 'Bonds'), including the immediate
exercise of the increase option.

The Bonds (denomination €100,000) will have a maturity of 5 years and a
coupon of 2.75%. The conversion price has been set at €49.50, which
represents a premium of approximately 35 per cent above the reference price
and approximately 136 per cent to the IPO price.

Deutsche Bank AG is acting as sole bookrunner and lead manager for the
Offering. Commerzbank AG and UniCredit Markets & Investment Banking
(Bayerische Hypo- und Vereinsbank AG) are acting as co-lead managers.

MTU has granted the lead manager a greenshoe option of up to €15 million
(10%) to cover over-allotments (if any) exercisable until the settlement
date. The issue size can therefore reach up to €180 million which, based
on the conversion price, could result in up to approximately 3.6 million
shares underlying the bond at the outset.

In connection with the offering of the Bonds, Deutsche Bank AG (the
'Stabilising Manager') or any person acting on behalf of the Stabilising
Manager, may over-allot and effect transactions with a view to supporting
the market price of the Bonds at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of the Stabilising Manager) will
undertake stabilisation action. Any stabilisation action shall begin on or
after the date on which adequate public disclosure of the final terms of
the offer of the Bonds is made and, if begun, may be ended at any time, but
it must end no later than the earlier of 30 days after settlement and 60
days after the allotment of the Bonds.
FSA / Stabilisation

Munich-based MTU Aero Engines is the leading German manufacturer of
aircraft engines. Together with its affiliates, the company maintains a
presence in all essential markets and regions. MTU has close working ties
with the world’s major aero engine manufacturers – General Electric, Pratt
& Whitney and Rolls-Royce. In the military sector, MTU is the trusted
systems partner for almost all airborne units of the German Armed Forces,
and an important partner in all major military aero engine programs in
Europe. MTU is the world’s largest independent provider of MRO services for
commercial aero engines in terms of revenue.

Munich, January 23, 2007

This press release is for information purposes only and does not constitute
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 Bonds. No prospectus will be
prepared in connection with the offering of the Bonds. The Bonds may not
be offered to the public in any jurisdiction in circumstances which would
require the Issuer of the Bonds to prepare or register any prospectus or
offering document relating to the Bonds in such jurisdiction. The
distribution of this press release and the offer and sale of the Bonds in
certain jurisdictions may be restricted by law. Italy has only partially
implemented the Prospectus Directive and, accordingly, the provisions of
the Prospectus Directive shall apply with respect to Italy only to the
extent to which the relevant provisions of the Prospectus Directive have
already been implemented in Italy. The Bonds may not be placed, sold or
offered to individuals resident in Italy in the primary or in the secondary
market. Any persons reading this press release should inform themselves of
and observe any such restrictions.

This press release does not constitute an offer to sell or a solicitation
of an offer to purchase any securities in the United States. The
securities referred to herein (including the Bonds and the shares of MTU)
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 or to or for the
account or benefit of U.S. persons, except in a transaction not subject to,
or pursuant to an applicable exemption from, the registration requirements
of the Securities Act or any state securities laws. This press 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 United States persons or publications with a
general circulation in the United States. No offering of the notes is
being made in the United States.

This press 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(1) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (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'). The Bonds are only
available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such Bonds will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on
this press release or any of its contents.

Contact for media representatives:
Eckhard Zanger
Senior Vice President Corporate Communications and Investor Relations
Tel.: ++ 49 89 14 89-91 13
Fax: ++ 49 89 14 89-21 72

Eva Simon
Press Officer Finance
Tel.: ++49 89 14 89-43 32
Fax: ++49 89 14 89-87 57

Contact for investors and analysts:
Inka Koljonen
Head of Investor Relations
Tel.: ++ 49 89 14 89-83 13
Fax: ++ 49 89 14 89-9 50 62

Claudia Heinle
Investor Relations
Tel.: ++ 49 89 14 89-39 11
Fax: ++ 49 89 14 89-9 93 54

DGAP 23.01.2007

Language: English
Issuer: MTU Aero Engines Holding AG
Dachauer Straße 665
80995 München Deutschland
Phone: +49 (0)89 14 89-8313
Fax: +49 (0)89 14 89-95062
E-mail: Inka.Koljonen@muc.mtu.de
WWW: www.muc.mtu.de
ISIN: DE000A0D9PT0
WKN: A0D9PT
Indices: MDAX
Listed: Amtlicher Markt in Frankfurt (Prime Standard); Freiverkehr in
Berlin-Bremen, Düsseldorf, Hamburg, München, Stuttgart

End of News DGAP News-Service

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