Amadeus IT S A : Exchange offer / Tender offer - Final Results Announcement

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

AMADEUS IT GROUP, S.A.

ANNOUNCES FINAL RESULTS AND PRICING OF TENDER OFFER FOR ITS

€750,000,000 1.875 PER CENT. NOTES DUE SEPTEMBER 2028 (ISIN: XS2236363573) AND

€500,000,000 2.875 PER CENT. NOTES DUE MAY 2027 (ISIN: XS2177555062)

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

This announcement does not constitute an invitation to participate in the Offer (as defined herein) in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions (including the United States, the United Kingdom, the Republic of Italy, Belgium, France and Spain) may be restricted by law. See the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum (as defined herein). Persons into whose possession this document comes are required by the Offeror and the Dealer Manager (both terms as defined herein) to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Offeror, the Dealer Manager or the Tender Agent (as defined herein).

Madrid, 22 September 2022

Further to its announcements on 14 September 2022 and earlier today, Amadeus IT Group, S.A. (the "Offeror") hereby announces the final results and pricing of its invitation to holders of its outstanding €750,000,000 1.875 per cent. Notes due September 2028 bearing ISIN XS2236363573 (the "2028 Notes" or the "First Priority Notes") and the €500,000,000 2.875 per cent. Notes due May 2027 bearing ISIN XS2177555062 (the "2027 Notes" or the "Second Priority Notes", and together with the 2028 Notes, the "Notes" and, each series of Notes, a "Series") to tender their Notes for purchase by the Offeror for cash (the "Offer").

The Offer was made upon the terms and subject to the conditions contained in a tender offer memorandum dated 14 September 2022 (the "Tender Offer Memorandum") prepared in connection with the Offer. Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

Summary of Results and Pricing

Following the expiration of the Offer at 17:00 hours (CEST) on 21 September 2022 (the "Expiration Deadline"), the Offeror hereby announces that:

1. the Maximum Acceptance Amount is €250,000,000 (which is higher than the initial Maximum Acceptance Amount set out in the Tender Offer Memorandum);
2. in respect of the First Priority Notes:
3. 1. it will accept for purchase €250,000,000 in aggregate principal amount of the First Priority Notes in accordance with the terms and conditions of the Offer; and
   2. on the basis that the aggregate principal amount of First Priority Notes validly submitted by the Expiration Deadline is greater than the Maximum Acceptance Amount, it will accept such First Priority Notes subject to pro rata scaling at a pro-ration factor of 57.100 per cent., as further described in the Tender Offer Memorandum; and

1. in respect of the Second Priority Notes, it will accept none of the Second Priority Notes which were validly submitted by the Expiration Deadline.

The Purchase Price for the First Priority Notes accepted for purchase was determined at or around 13:00 (CEST) today in accordance with the terms set out in the Tender Offer Memorandum by reference to the sum of the Reference Mid- Swap Rate and the Purchase Spread as follows.

First

Aggregate

Outstanding

Optional

principal

Reference

principal

Call

amount

Pro-ration

Mid-Swap

Purchase

Purchase

Purchase

amount post-

Notes

ISIN

Date(1)

accepted

factor

Rate

Spread

Yield

Price

settlement

First

XS2236363573

24/06/28

€250,000,000

57.100 per

2.721 per

90 bps

3.621 per

91.096 per

€500,000,000

Priority

cent.

cent.

cent.

cent.

Notes

Second

XS2177555062

20/02/27

zero

0 per cent.

Not

Not

Not

Not

€500,000,000

Priority

Applicable

Applicable

Applicable

Applicable

Notes

Note:

1. For the avoidance of doubt and in accordance with market convention, the Purchase Price was calculated with reference to the First Optional Call Date for the First Priority Notes.

The Offeror will also pay Accrued Interest on the First Priority Notes accepted for purchase in an amount of €10.27 per €100,000 in principal amount of such First Priority Notes, assuming a Settlement Date of 26 September 2022.

General

All purchases of Notes accepted pursuant to the Offer are expected to be settled on 26 September 2022 (the "Settlement Date") through the normal procedures of the Clearing Systems.

On the Settlement Date, the Offeror will pay, or procure the payment of, the relevant Purchase Consideration and the relevant Accrued Interest Payment to all Noteholders whose tenders have been validly accepted by the Offeror pursuant to the terms and conditions of the Offer, subject to receipt of the relevant Notes.

Notes in respect of which the Offeror has not accepted a tender (including where such non-acceptance is as a result of pro-ration) will remain outstanding subject to the relevant Conditions of the Notes. Notes repurchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold.

Further Information

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. BNP Paribas is the Dealer Manager for the Offer.

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Requests for information in relation to the Offer should be directed to:

THE DEALER MANAGER

BNP PARIBAS

16, boulevard des Italiens

75009 Paris

France

Tel: [phone]

Attention: Liability Management Group

Email: [e-mail]

THE TENDER AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: [phone]

Attention: David Shilson

Email: [e-mail]

Website: https://deals.is.kroll.com/amadeus

Further details relating to the contents of this announcement can be obtained from:

Amadeus IT Group, S.A.

Salvador de Madariaga, 1

28027 Madrid

Spain

Attention: Group Treasury & Corporate Finance - Debt Issues

Email: [e-mail]

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