TUI AG: TUI upsizes its April convertible bond through launch of a tap issue

TUI AG (TUI) 
TUI AG: TUI upsizes its April convertible bond through launch of a tap issue 
28-Jun-2021 / 17:37 CET/CEST 
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 
(MAR), transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
=---------------------------------------------------------------------------------------------------------------------- 
Inside information pursuant to Article 17 MAR and Article 17 of UK MAR 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, 
AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH 
DISTRIBUTION WOULD BE UNLAWFUL. 
This announcement is an advertisement and is not a prospectus within the meaning of the Regulation (EU) 2017/1129 or 
otherwise. 
The Management Board of TUI AG ("TUI") resolved today, with the consent of the Supervisory Board, to launch a tap 
offering (the "Offering") of senior unsecured bonds convertible as per their terms and conditions due 2028 in an 
aggregate principal amount up to EUR 190 million (the "New Bonds"). The Bonds will be convertible into new and/or 
existing no-par value ordinary registered shares of TUI (the "Shares") and be fully fungible with the EUR 400 million 
convertible bonds issued on 16 April 2021 under ISIN DE000A3E5KG2 (the "Existing Bonds"). 
TUI intends to use the proceeds from the Offering for refinancing in particular to further reduce drawings under the 
KfW facilities and towards a subsequent repayment of such facilities. 
The New Bonds will be issued on the same terms (save for the issue price) as the Existing Bonds and will form a single 
series (Gesamtemission) with the Existing Bonds (together, the "Bonds"). The final issue price will be determined 
following an accelerated bookbuilding, expected today. 
The New Bonds will be offered by way of an accelerated bookbuilding to institutional investors outside the United 
States of America as well as outside of Australia, Japan, South Africa and any other jurisdiction in which offers or 
sales of the New Bonds would be prohibited by applicable law (the "Offering"). In Canada, the Offering will only be 
made in the provinces of Ontario, Québec, British Columbia or Alberta, to institutional investors who are both an 
accredited investor and a Canadian permitted client under applicable Canadian securities laws. The existing 
shareholders' pre-emptive rights (Bezugsrechte) to the New Bonds will be excluded. 
TUI has agreed not to offer any Shares or equity-linked securities within a period of 60 calendar days after the 
settlement of the Offering, and not to enter into any transaction having a similar economic effect, subject to 
customary exemptions. 
Settlement is expected to take place on or around 6 July 2021. TUI intends to apply for the New Bonds to be included in 
the trading of the Existing Bonds on the unregulated Open Market Segment (Freiverkehr) of the Frankfurt Stock Exchange. 
For further information, please contact: 
ANALYST & INVESTOR ENQUIRIES 
Mathias Kiep, Group Director Investor Relations, Controlling & Corporate Finance Tel: +44 (0)1293 645 925/ 
                                                                                 +49 (0)511 566 1425 
 
Nicola Gehrt, Director, Head of Group Investor Relations                         Tel: +49 (0)511 566 1435 
Contacts for Analysts and Investors in UK, Ireland and Americas 
Hazel Chung, Senior Investor Relations Manager                                   Tel: +44 (0)1293 645 823 
 
Contacts for Analysts and Investors in Continental Europe, Middle East and Asia 
Ina Klose, Senior Investor Relations Manager                                     Tel: +49 (0)511 566 1318 
 
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 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.

Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") or the EU PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPS Regulation.

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