TUI AG successfully places € 487 million convertible bonds

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION INCLUDED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, SOUTH AFRICA OR – INSOFAR AS A TENDER OFFER IS CONCERNED – CANADA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

TUI AG successfully places € 487 million convertible bonds

Hanover, 19 July 2024. TUI AG (“TUI” or the “Company”) has successfully completed its offering of senior unsecured convertible bonds (the "Bonds"). The Bonds are due in 2031 and have an aggregate principal amount of € 487 million. The Bonds have a denomination of € 100,000 per Bond and a fixed coupon of 1.95% per annum, payable semi-annually in arrears.

TUI intends to make an offer to buy back the existing convertible bonds (the “Convertible Bonds Tender Offer") and to finance this offer with the proceeds. At the same time, the Offering constitutes the final step towards the refinancing of the KfW credit line now further reducing it, as contractually agreed, from the current € 550 million to approximately € 210 million and handing back the remainder in the first half of calendar year 2025. In addition, the maturity profile will be extended, and interest costs will be significantly reduced.

Unless previously converted, redeemed or repurchased and cancelled, the convertible bonds will be redeemed at their principal amount on 26 July 2031. Investors also have the possibility to convert the bonds into new and/or existing no-par value ordinary registered shares of TUI (the “Shares”). The initial conversion price was set at € 9.60, representing a conversion premium of 50% above the reference share price of € 6.40, as determined in a Concurrent Delta Placement (see below).

The Joint Global Coordinators organised a simultaneous placement of existing Shares on behalf of certain subscribers of the Bonds who wish to sell these Shares in short sales to purchasers procured by the Joint Global Coordinators in order to hedge the market risk to which the subscribers are exposed with respect to the Bonds that they acquire in the offering of the Bonds (the “Concurrent Delta Placement”). TUI will not receive any proceeds from any sale of Shares in connection with the Concurrent Delta Placement.

BofA Securities Europe SA, HSBC Continental Europe S.A., Crédit Agricole Corporate and Investment Bank, COMMERZBANK Aktiengesellschaft and UniCredit Bank GmbH are acting as Joint Global Coordinators for the offering of the Bonds and Joint Dealer Managers for the Convertible Bonds Tender Offer. Together with the Joint Global Coordinators, Barclays Bank Ireland PLC, Natixis, Citigroup Global Markets Europe AG, Deutsche Bank AG and Société Générale are acting as Joint Bookrunners.

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ANALYST & INVESTOR ENQUIRIES

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IMPORTANT NOTICE

This announcement and the information contained herein is restricted and may not be published, distributed or released, directly or indirectly, in the United States of America (including its territories and possessions), Australia, South Africa, Japan or – insofar as the Convertible Bonds Tender Offer is concerned – Canada 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. This announcement has not been approved by the Frankfurt Stock Exchange, the Hanover Stock Exchange or the London Stock Exchange.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, sell or subscribe for, any securities of the Company or of any of its subsidiaries in the United States of America, Australia, South Africa, Japan or – insofar as the Convertible Bonds Tender Offer is concerned – Canada or any other jurisdiction in which offers of, or a solicitation of an offer to purchase, sell or subscribe for, securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer or offer to purchase, sell or subscribe in any jurisdiction. The securities offered or offered to be purchased, sold or subscribed for will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities referred to herein. No public offering of, or solicitation of an offer to purchase, sell or subscribe for, securities of the Company is being made in the United States or any such other jurisdiction.

The Convertible Bonds Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, e-mail and other forms of electronic transmission) of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States, and the Convertible Bonds Tender Offer may not be accepted by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States, or persons (including, without limitation, agents, fiduciaries or other intermediaries) acting for the account or benefit of persons located or resident in the United States. Documents or materials relating to the Convertible Bonds Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported acceptance of the Convertible Bonds Tender Offer resulting directly or indirectly from or in violation of these restrictions will be invalid and if made by a person located or resident in the United States or any person (including, without limitation, any agent, fiduciary or other intermediary) acting for the account or benefit of persons located or resident in the United States, on a nondiscretionary basis for a principal giving instructions from within the united states will be invalid and will not be accepted. For these purposes, “United States” means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

No action has been or will be taken by the Company that would, to the best of its knowledge, permit the possession or distribution of any offering or publicity material relating to the Convertible Bonds Tender Offer in any country or jurisdiction where action for that purpose is required. Any materials relating to the Convertible Bonds Tender Offer will be distributed in any country or jurisdiction in compliance in all material respects with all applicable securities laws and regulations in such country or jurisdiction. Holders of securities wishing to participate in the Convertible Bonds Tender Offer and/or to submit indications of interest must only do so in compliance with all applicable securities laws and regulations.

No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus 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 Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (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 “EU Prospectus Regulation”).

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds and/or the underlying shares. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the Bonds.

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 United Kingdom (the “UK”). For these purposes, a “retail investor” means (a) in the EEA, 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, or whether or not to participate in a tender offer. 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, or participation in a tender offer, for the person concerned.

This announcement 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,” “would,” “could” 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.

BofA Securities Europe SA, HSBC Continental Europe S.A., Crédit Agricole Corporate and Investment Bank, COMMERZBANK Aktiengesellschaft, UniCredit Bank GmbH, Barclays Bank Ireland PLC, Natixis, Citigroup Global Markets Europe AG, Deutsche Bank AG and Société Générale (the “Joint Bookrunners”) are acting exclusively for the Company and no-one else in connection with the offering the Bonds, the Concurrent Delta Placement and the Convertible Bonds Tender Offer (together, the “Transaction”). They will not regard any other person as their respective clients in relation to the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Transaction, each of the Joint Bookrunners and their respective affiliates may take up a portion of the securities described in this announcement as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts such securities or any other securities of the Company or related investments in connection with the Transaction or otherwise. Accordingly, references in this announcement or elsewhere to such securities being issued, sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, certain of the Joint Bookrunners and their respective affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares in the capital of the Company or other securities of the Company. The Joint Bookrunners (or their respective affiliates) do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Joint Bookrunners or any of their respective affiliates or any of its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the release) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.

Any decision to purchase or submit any offer to purchase, sell or subscribe for any of the securities described herein should only be made on the basis of an independent review by a prospective investor of the Company’s publicly available information. Neither the Joint Bookrunners nor any of their respective affiliates nor any of its or their respective directors, officers, employees, advisers or agents accepts any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Company’s publicly available information. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information contained in this announcement is subject to change in its entirety without notice up to the closing date.

Each of the Company, the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.