Hannover, 17 August 2020

TUI AG launches consent solicitation in respect of a certain amendment of the terms and conditions of the EUR 300,000,000 2.125 % Senior Notes due 26 October 2021

  • The additional €1.2 billion support package by KfW and the German Economic Stabilization Fund (WSF) that has recently been agreed is subject to a waiver or suspension of a potential future limitation of TUI’s financial indebtedness under the Senior Notes due in October 2021.
  • TUI AG has therefore requested the holders of its Senior Notes to suspend such potential future limitation by soliciting their consent to an according amendment of the terms and conditions of the Senior Notes to be resolved in a vote without meeting (Abstimmung ohne Versammlung) in the voting period from 4 to 8 September 2020.

TUI AG, KfW and the WSF have recently agreed on a further EUR 1.2bn support package consisting of an increase of the KfW-Facility by EUR 1.05bn by KfW and a EUR 150m convertible bond to be issued to the WSF. The support package strengthens TUI’s financial position and would provide sufficient liquidity in this volatile market environment to cover TUI’s seasonal swing through Winter 2020/21 and thereafter in the case of any further long-term travel restrictions and disruptions related to COVID-19.

It is a condition to the EUR 1.2bn support package that the potential future limitation of TUI’s financial indebtedness is suspended by way of an amendment to the terms and conditions of the Senior Notes on or before 30 September 2020. It is important that consent to such amendment is obtained to grant TUI access to the committed liquidity at any time until the maturity of the Senior Notes.

Against this background, TUI AG requests the holders of the Senior Notes to participate in a vote without meeting to be held in accordance with the terms of the German Act on Debt Securities (Schuldverschreibungsgesetz; SchVG) and the terms and conditions of the Senior Notes and to grant their consent to the amendment of the terms and conditions. The vote without meeting will take place and holders are requested to vote in the period from 00:00 (CEST) on 4 September until 24:00 (CEST) on 8 September 2020.

Further information on the proposed amendment to the terms and conditions of the Senior Notes as well as the time, form and process for the voting will be made available to the holders of the Senior Notes as provided for in the terms and conditions of the Senior Notes and under the German Act on Debt Securities (Schuldverschreibungsgesetz; SchVG) and additionally on TUI’s website under (https://www.tuigroup.com/en-en/investors/bonds-and-ratings/bonds).

For reasons of efficiency holders of the Senior Notes are invited to cast their vote through the Tabulation Agent by registering on the voting platform (www.lucid-is.com/tui) and by submitting certain documents by no later than 3 September 2020, 23:59 (CEST).

About TUI Group

The TUI Group is the world's leading tourism group and operates worldwide. The Group is headquartered in Germany. The TUI share is listed on the FTSE 250, the leading index of the London Stock Exchange, and on the Regulated Unofficial Market in Germany.

The TUI Group offers integrated services from a single source for its 28 million customers, 21 million of whom are in the European national companies. The entire tourism value chain is represented under one roof. This includes over 400 hotels and resorts with premium brands such as RIU, TUI Blue and Robinson and 15 cruise ships, from the MS Europa and MS Europa 2 in the luxury class and expedition ships to the Mein Schiff fleet of TUI Cruises and cruise ships at Marella Cruises in England. The Group also includes Europe's leading tour operator brands and online marketing platforms, five airlines with more than 100 modern medium and long-haul aircraft and over 1,000 travel agencies. Besides the expansion of its core business with hotels, cruises via successful joint ventures and activities in holiday destinations, TUI is increasingly focusing on the expansion of digital platforms. The Group is transforming itself into a digital company.

Global responsibility for sustainable economic, ecological and social action is at the core of our corporate culture. With projects in 25 countries, the TUI Care Foundation initiated by TUI focuses on the positive effects of tourism, education and training and the strengthening of environmental and social standards. It thus supports the development of holiday destinations. The globally active TUI Care Foundation initiates projects that create new opportunities for the next generation.