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TUI AG

EANS-Adhoc: TUI AG
TUI AG sets indicative coupon range for the convertible bond

  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.
29.10.2009
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF 
AMERICA OR TO U.S. PERSONS, AUSTRALIA, CANADA OR JAPAN, OR IN ANY 
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY 
APPLICABLE LAW
Hanover, 29 October 2009. TUI AG ("TUI") has extended to its 
shareholders a subscription offer for convertible bonds ("Bonds") in 
an aggregate issue size of around EUR 250 million, with up to 
approximately 39.1 million ordinary shares of TUI underlying the 
Bonds. The subscription period ends on 11 November 2009 (including).
Subject to the exercise by shareholders of their subscription rights 
("claw-back"), all Bonds for which subscription rights have not been 
exercised prior to such offer, will be offered today, by ABN AMRO 
Bank N.V. (London Branch), Citigroup Global Markets Limited, Deutsche
Bank Aktiengesellschaft, Goldman Sachs International and UniCredit 
Group (Bayerische Hypo- und Vereinsbank AG), acting as Joint 
Bookrunners for this transaction, for purchase to selected qualified 
investors outside of the United States of America in the course of a 
bookbuilding.
Based on the authorisation of the Annual General Meeting held on 13 
May 2009, the conversion price of the Bonds will be set at a premium 
of 20% to the reference price, which will equal the volume weighted 
average XETRA price of TUI´s ordinary shares from start of trading 
today until end of trading on the day prior to the announcement of 
the final terms in the Federal Gazette (elektronischer 
Bundesanzeiger), which is expected to be published tomorrow.
The maturity of the Bonds is 5 years. The Bonds will be issued at 
100% of their principal amount (which will be ten times the 
conversion price per Bond) on 17 November 2009 and are expected to 
pay a coupon of between 4.5% - 5.5%, payable semi-annually in 
arrears.
The coupon will be determined based on today´s bookbuilding process.
The Management Board will, with the consent of the Supervisory Board,
determine the final and binding terms and conditions of the 
transaction and expects to publish such final conditions in the 
Federal Gazette (elektronischer Bundesanzeiger) around 30 October 
2009 and in the Börsen-Zeitung around 31 October 2009.
With this transaction, TUI intends to extend its debt maturity 
profile. The proceeds from the issuance of the Bonds will be used for
general corporate purposes.
TUI intends to include the Bonds to trading on the Open Market 
(Freiverkehr) segment of the Frankfurt Stock Exchange.
The Management Board
Not for release, publication or distribution in the United States or 
to U.S. Persons, Canada, Australia, Japan and any other jurisdiction 
in which offers or sales of securities are prohibited by applicable 
law.
This ad-hoc announcement 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 ad-hoc announcement and the offer and sale of the Bonds in 
certain jurisdictions may be restricted by law.
This ad-hoc announcement 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, the 
subscription rights and the shares of TUI) have not been and will not
be registered under the U.S. Securities Act of 1933, as amended (the 
"Securities Act") or the securities laws of any State within the 
United States, and may not be offered or sold, pledged or otherwise 
transferred in the United States or to, or for the account or benefit
of, U.S. Persons (as defined in Regulation S under the Securities 
Act), absent registration under the Securities Act or pursuant to an 
available exemption from such registration and applicable state or 
local securities laws. This ad-hoc announcement 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 U.S. Persons or publications with a 
general circulation in the United States. No offering of the Bonds or
shares of TUI is being made in the United States.
This ad-hoc announcement is not for general publication, release or 
distribution in the United Kingdom and may only be distributed in the
United Kingdom to persons who (i) are investment professionals 
falling within article 19(5) of the U.K. Financial Services and 
Markets Act 2000 (Financial Promotion) Order 2005, in its current 
version (the "Order"), or (ii) are high net worth entities or other 
persons to whom it may lawfully be communicated falling within 
article 49(2) (a) to (d) of the order (all such persons will be 
termed "Relevant Persons" below). Anyone in the United Kingdom who is
not a Relevant Person may not act on the basis of this ad-hoc 
announcement or its contents. Any investment or investment activity 
to which this ad-hoc announcement refers is only available to 
Relevant Persons and is only carried out with Relevant Persons.

Further inquiry note:

Investor Relations contact:
Björn Beroleit, phone +49 (0) 511 566 1310
Nicola Gehrt, phone +49 (0) 511 566 1435

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

Branche: Transport
ISIN: DE000TUAG000
WKN: TUAG00
Index: MDAX, CDAX, HDAX, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / regulated dealing
Hamburg / regulated dealing
Stuttgart / regulated dealing
Düsseldorf / regulated dealing
Hannover / regulated dealing
München / regulated dealing

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