TUI and Albert Ballin consortium reach agreement on the sale of further Hapag-Lloyd shares and parts of the hybrid capital

  ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
  adhoc with the aim of a Europe-wide distribution. The issuer is solely
  responsible for the content of this announcement.
Sale of Hapag-Lloyd shares


Cash inflow of 700 million euros by June 2012
TUI stake in Hapag-Lloyd declines to around 22 per cent

TUI may trigger IPO of Hapag-Lloyd

Hanover, 14 February 2012. TUI AG will further reduce its stake in Hapag-Lloyd -
subject to approval by the shareholders of the Albert Ballin consortium - and
terminate the hybrid II financing scheme. As a result, it will receive a cash
inflow of 700 million euros by 30 June 2012. In order to completely exit
Container Shipping, TUI will obtain the right to call for an IPO with priority
placement of the shares held by TUI any time as of end of June 2012. TUI also
remains entitled to sell the remaining Hapag-Lloyd shares to third-party
investors. The cash inflow is to be used to further reduce debt and hence
enhances the scope in core business Tourism. 

The transaction includes the following steps:
Initially, Hapag-Lloyd will redeem a part of the hybrid II financing worth 
100 million euros before the end of February 2012.
Albert Ballin will acquire hybrid II capital worth 125 million euros at nominal
value from TUI by 30 March 2012.

Subsequently, Albert Ballin and TUI will each transfer 125 million euros of the
hybrid II capital to Hapag-Lloyd in exchange for new shares. As a result, TUI´s
stake in Hapag-Lloyd will temporarily rise slightly from currently 38.4 per cent
to 39.5 per cent.
By 29 June 2012, Albert Ballin will then acquire a 17.4 per cent stake in
Hapag-Lloyd from TUI for a purchase price of 475 million euros. TUI´s stake in
Hapag-Lloyd will thus decline to around 22 per cent.
Subject to the terms and conditions of the bonds issued by Hapag-Lloyd in 2010,
Hapag-Lloyd will also submit a buyback offer to TUI in April 2013 to repurchase
further Hapag-Lloyd shares worth 37.5 million euros in total, so that TUI´s
stake in Hapag-Lloyd will decline further.
Apart from TUI´s entitlement to trigger an IPO as of end of June 2012, TUI has
the right to sell the remaining Hapag-Lloyd shares to third-party investors.

Further inquiry note:
Investor Relations Kontakt: 
Björn Beroleit, Telefon: +49 (0) 511 566 1310
Nicola Gehrt, Telefon: +49 (0) 511 566 1435

Media Kontakt:
Uwe Kattwinkel, Telefon: +49 (0) 511 566 1417
Robin Zimmermann, Telefon: +49 (0) 511 566 1488

end of announcement                               euro adhoc 

issuer:      TUI AG
             Karl-Wiechert-Allee 4
             D-30625 Hannover
phone:       +49(0)511 566 - 1425
FAX:         +49(0)511 566 - 1096
sector:      Transport
ISIN:        DE000TUAG000
indexes:     MDAX, CDAX, HDAX, Prime All Share
stockmarkets: regulated dealing: Hannover, Berlin, München, Hamburg, Düsseldorf,
             Stuttgart, regulated dealing/prime standard: Frankfurt 
language:   English

Weitere Meldungen: TUI AG

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