PRESS RELEASE : TUI AG: Successful issue of convertible bonds of 400 million Euro

DGAP-News: TUI AG / Key word(s): Bond 
TUI AG: Successful issue of convertible bonds of 400 million Euro 
2021-04-09 / 16:48 
The issuer is solely responsible for the content of this announcement. 
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TUI AG: Successful issue of convertible bonds of 400 million Euro 
- Investors and capital markets support TUI strategy 
- Volume increased to 400 million Euro based on strong demand 
- Issue ca. 2-times oversubscribed 
- Important step towards refinancing 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, 
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE 
UNLAWFUL. 
Hannover, 9-Apr-2021. TUI AG has successfully completed its offering of convertible bonds. The senior unsecured 
convertible bonds are due in 2028 and have an aggregate principal amount of 400 million Euro. TUI thereby made use of 
the option to increase the issuance volume from 350 million Euro to 400 million Euro. The Bonds have a denomination of 
100,000 Euro per Bond and a coupon of 5.00% per annum, payable semi-annually in arrears. The issue was ca. 2-times 
oversubscribed. 
With the successful offering TUI plans to start the refinancing of loans from the COVID-19 stabilisation packages. Even 
before the offering TUI had a sufficient liquidity position into the summer 2021. As of 22 March, TUI's liquidity 
amounted to 1.6 billion Euro. 
Fritz Joussen, CEO of TUI Group: "The offering was close to 2-times oversubscribed. The successful completion of our 
rights issue in January and today's convertible bond offering prove that capital markets and investors remain confident 
in TUI's strategy and business model and support our journey going forward. They expect a major recovery of the tourism 
industry and a strong TUI post pandemic - more digital, lean, and efficient. We have laid the foundation: the 
transformation is ongoing, the digitalization has been accelerated, we expand our digital platforms and the efficiency 
programme will lower costs by 400 million Euro per annum from 2023 going onward. With the completed offering today, we 
can plan the first important step towards refinancing our capital structure." 
Unless previously converted, redeemed or repurchased and cancelled, the convertible bonds will be redeemed at their 
principal amount on 16 April 2028. Investors also have the possibility to convert the bonds into new and/or existing 
no-par value ordinary registered shares of TUI. The initial conversion price was set at 5.3631 Euro, representing a 
conversion premium of 25% above the reference share price of 4.2905 Euro. 
Citigroup Global Markets Europe AG, BofA Securities Europe SA, Commerzbank Aktiengesellschaft and Société Générale are 
acting as Joint Global Coordinators and Joint Bookrunners for the Offering. Barclays Bank Ireland PLC, Crédit Agricole 
Corporate and Investment Bank, Deutsche Bank Aktiengesellschaft, HSBC, ING Bank N.V., Landesbank Baden-Württemberg and 
UniCredit Bank AG are acting as further Joint Bookrunners. 
For further information, please contact: 
ANALYST & INVESTOR ENQUIRIES 
Mathias Kiep, Mathias Kiep, Group Director Investor Relations,                  Tel: [phone]/ 
Controlling & Corporate Finance                                                 [phone] 
 
Nicola Gehrt, Director, Head of Group Investor Relations                        Tel: [phone] 
Contacts for Analysts and Investors in UK, Ireland and Americas 
Hazel Chung, Senior Investor Relations Manager                                  Tel: [phone] 
 
Contacts for Analysts and Investors in Continental Europe, Middle East and Asia 
Ina Klose, Senior Investor Relations Manager                                    Tel: [phone] 
MEDIA ENQUIRIES 
Kuzey Alexander Esener, Head of Media Relations                                 Tel: + 49 (0)511 566 6024 

.. IMPORTANT NOTICE

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, South Africa, Japan or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this announcement is only directed at qualified investors" within the meaning of Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2) (a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds and/or the underlying shares. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MIFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the Bonds.

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom (the "UK"). For these purposes, a "retail investor" means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II, and (b) in the UK, a person who is one (or more) of (i) a retail client, within the meaning of Regulation (EU) no 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA.

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April 09, 2021 10:49 ET (14:49 GMT)