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TUI AG

euro adhoc: TUI AG
Kapitalmaßnahmen
TUI AG begibt auf Aktien der TUI Travel PLC gestützte Finanzierung Ad-hoc Mitteilung gemäß §15 WpHG

  Ad-hoc-Mitteilung übermittelt durch euro adhoc mit dem Ziel einer
  europaweiten Verbreitung. Für den Inhalt ist der Emittent verantwortlich.
09.01.2008
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.

Rückfragehinweis:

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 / Regulierter Markt/Prime Standard
Börse Berlin / Regulierter Markt
Börse Hamburg / Regulierter Markt
Börse Stuttgart / Regulierter Markt
Börse Düsseldorf / Regulierter Markt
Börse Hannover / Regulierter Markt
Börse München / Regulierter Markt

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