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euro adhoc: TUI AG
TUI AG launches equity-linked financing
in shares of TUI Travel PLC
Ad-hoc announcement according to § 15 WpHG
-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- 09.01.2008 NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA, JERSEY OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW Hanover, 9 January 2008 TUI AG ("TUI") decided today to launch an equity-linked financing in shares of TUI Travel PLC ("TTP") (the "Financing") using a part of its stake in TTP. The initial issue size of the Financing will be EUR450 million but may be increased at the option of TUI by up to EUR50 million to EUR500 million. TUI is raising finance on attractive terms and providing TTP with greater financial autonomy whilst remaining committed to its "two pillar" strategy of tourism and shipping. TUI will continue to fully consolidate the accounts of TTP. The Financing TUI will enter into contracts with Deutsche Bank which, in turn, will enter into contracts with Nero Finance Limited ("Nero Finance"), a Jersey incorporated company which will issue exchangeable bonds with a cash settlement option (the "Bonds") with shares in TTP (the "Shares") as underlying. TUI will not have any stake in Nero Finance. As part of the Financing, TUI will sell the Shares to Deutsche Bank which will represent up to 9.1% of TTP´s share capital (assuming an issue size of EUR450 million and based on the assumptions stated below). The Shares will be transferred from Deutsche Bank to Nero Finance. Under the terms of the Financing, TUI has the ability to demand that any obligations to deliver Shares that may arise under the terms of the Bonds are cash settled against redelivery of the Shares to TUI, thereby ensuring TUI´s long term strategy of retaining TTP as part of the group. TUI intends to use the proceeds of the Financing to replace existing credit lines in order to strengthen its financial profile and for general corporate purposes. Under the framework of its commitment to the "two pillar" strategy, TUI seeks to maximise the financial flexibility of both TUI and TTP and ensure their financial independence. Following the completion of the Financing, TTP will be able to raise debt on a stand-alone basis. The financial autonomy granted to TTP as a result of this transaction is seen as a significant and very positive step in TTP´s development. The Exchangeable Bonds Nero Finance will issue the Bonds and transfer the proceeds from the issuance of the Bonds to Deutsche Bank for onward transfer to TUI. Corresponding to the size of the Financing, the initial issue size of the Bonds will be EUR450 million. In addition, TUI has an upsize option in order to enable an increase of the Financing by up to EUR50 million. The maximum issue size of the Bonds and, accordingly, also the proceeds of the Financing, can therefore amount to EUR500 million. The Bonds will be issued at par and will be redeemable at par on 15 April 2013. The Bonds are expected to pay a coupon of between 3.625% - 4.125% per annum. The exchange price is expected to be set at a premium of between 30 - 35% above the volume weighted average price of the Shares during the placement. The coupon, the exchange premium and the exchange price will be determined based on a bookbuilding process. Based on yesterday´s closing price of GBp 255 per Share and a EUR/GBP rate of 1.342, 97.4 - 101.2 million Shares would be underlying the Bonds at the outset (assuming an issue size of EUR450 million). Depending on the development of the share price, the final pricing and the exercise of the upsize-option, the number of Shares may vary. Nero Finance intends to apply for quotation of the Bonds on the Freiverkehr segment of the Frankfurt Stock Exchange however closing of the Bonds is not conditional upon obtaining such listing. Deutsche Bank, Citi, Dresdner Kleinwort and UniCredit (Bayerische Hypo- und Vereinsbank) are acting as joint-lead managers and joint-bookrunners for the offering of the Bonds. Hanover, 9 January 2008 The Management Board Contact: Björn Beroleit, phone +49 (0)511 - 566 1310 Nicola Gehrt, phone +49 (0)511 - 566 1435 TUI Aktiengesellschaft Karl Wiechert Allee 4 D-30625 Hannover Investor Relations Tel.: ++49 (0) 511 566 1425 Fax: ++49 (0) 511 566 1096 ISIN: DE000TUAG000 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 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 and the shares to be delivered upon exchange of the Bonds 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 Bonds 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 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"). 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. end of announcement euro adhoc -------------------------------------------------------------------------------- ots Originaltext: TUI AG Im Internet recherchierbar: http://www.presseportal.ch Further inquiry note: Björn Beroleit, phone +49 (0)511 - 566 1310 Nicola Gehrt, phone +49 (0)511 - 566 1435 Branche: Transport ISIN: DE000TUAG000 WKN: TUAG00 Index: DAX, CDAX, HDAX, Prime All Share Börsen: Börse Frankfurt / regulated dealing/prime standard Börse Berlin / regulated dealing Börse Hamburg / regulated dealing Börse Stuttgart / regulated dealing Börse Düsseldorf / regulated dealing Börse Hannover / regulated dealing Börse München / regulated dealing