EANS-Adhoc: TUI AG / TUI AG sets conditions of its new convertible bond

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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.
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08.03.2011

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN
WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

Hanover, 8 March 2011. TUI AG ("TUI") has extended to its
shareholders a subscription offer for convertible bonds due 2016 (the
"Bonds") in an aggregate principal amount of 338,964,059.22 euro,
with initially 28,599,735 shares of TUI underlying the Bonds. The
subscription ratio is 44 : 1, and the subscription period ends on 21
March 2011 (inclusive).

Subject to the exercise by shareholders of their subscription rights
("claw-back"), the Bonds were offered today by BofA Merrill Lynch,
Citigroup Global Markets Limited and UniCredit Bank AG, acting as
Joint Bookrunners in this transaction, for purchase to selected
institutional investors outside of the United States of America,
Canada, Australia, Japan and any other jurisdiction in which offers
or sales would be prohibited by applicable law by way of an
accelerated bookbuilding.

Following completion of the bookbuilding today, the Management Board,
with the consent of the Supervisory Board, determined the final and
binding terms and conditions of the Bonds on the basis of the results
of the bookbuilding.

The coupon has been set at 2.75 per cent per annum, payable
semi-annually in arrears.

Based on the authorisation by the AGM held on 7 May 2008, the
conversion price of the Bonds was set at 11.8506 euro, reflecting a
premium of 30 per cent above the reference price of 9.1158 euro. The
reference price equals the volume-weighted average XETRA price of TUI
ordinary shares from the start of trading to the close of trading on
8 March 2011.

Each Bond with a principal amount of 59.26 euro (which is five times
the con-version price) may be converted initially into 5 TUI no
par-value registered ordinary shares. The Bonds will have a maturity
of 5 years. The Bonds will be issued on 24 March 2011 (value date)
and will be redeemed at par (100 per cent) at maturity unless
previously converted, redeemed or cancelled. The Bonds are callable
by the Issuer on or after 14 April 2014 if the price of TUI ordinary
shares exceeds 130 per cent of the then applicable conversion price
(over a certain period of time).

TUI intends to include the new Bonds (ISIN DE000TUAG158) in the Open
Market (Freiverkehr) of the Frankfurt Stock Exchange no later than 31
March 2011. However, the completion of the offering of the Bonds is
not conditional upon the Bonds being admitted to trading.

This press release does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for securities.

This release is not an offer of securities for sale in the United
States of America. Securities may not be offered or sold in the
United States of America absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended. Any
public offering of securities to be made in the United States of
America will be made by means of a prospectus that may be obtained
from TUI AG and that will contain detailed information about the
company and management, as well as financial statements. There will
be no public offer of the securities in the United States of America.

Subject to certain exceptions, the securities referred to herein may
not be offered or sold in Australia, Canada or Japan, or to, or for
the account or benefit of, any national, resident or citizen of
Australia, Canada or Japan.

This press release may include projections and other
"forward-looking" statements within the meaning of applicable
securities laws. Any such projections or statements reflect the
current views of TUI AG or its subsidiaries about further events and
financial performance. No assurance can be given that such events or
performance will occur as projected and actual results may differ
materially from these projections.

This press release shall not be considered an "offer of securities to
the public" for purposes of German securities law, or give rise to or
require a prospectus in an EU member state which has implemented the
prospectus directive.

This communication is directed only at (i) persons who are outside
the United Kingdom or (ii) persons who have professional experience
in matters relating to investments falling within Article 19(1) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") and (iii) high net worth entities, and other
persons to whom it may lawfully be communicated, falling within
Article 49(2) of the Order (all such persons together being referred
to as "relevant persons"). Any investment activity to which this
communication relates will only be available to and will only be
engaged with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its
contents.

No action has been taken in any jurisdiction (including the United
States) by TUI AG that would result in a public offering of the Bonds
or the possession, circulation or distribution of any Offering
Memorandum or any other material relating to TUI AG or the Bonds in
any jurisdiction where action for such purpose is required.

In connection with the offering of the Bonds, each of the Joint
Bookrunners and any of their respective affiliates acting as an
investor for their own account may take up Bonds and in that capacity
may retain, purchase or sell for its own account such securities and
any securities of TUI or any related investments and may offer or
sell such securities or other investments otherwise than in
connection with the offering of the Bonds. The Joint Bookrunners do
not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.

Any offer if made may only be addressed to and directed, in member
states of the European Economic Area which have implemented the
Prospectus Directive (each, a "relevant member state"), at persons
who are "qualified investors" within the meaning of Article 2(1)(e)
of the Prospectus Directive (Directive 2003/71/EC) and pursuant to
the relevant implementing rules and regulations adopted by each
relevant member state ("Qualified Investors"). Each person who
initially acquires any securities or to whom any offer of securities
may be made will be deemed to have represented, acknowledged and
agreed that it is a Qualified Investor as defined above.

In the case of any securities being offered to any investor as a
financial intermediary as that term is used in Article 3(2) of the
Prospectus Directive, such investor will also be deemed to have
represented and agreed that the securities acquired by it in the
offering have not been acquired on behalf of per-sons in the EEA
other than Qualified Investors or persons in the UK and other member
states (where equivalent legislation exists) for whom the investor
has authority to make decisions on a wholly discretionary basis, nor
have the securities been acquired with a view to their offer or
resale in the EEA where this would result in a requirement for
publication by the Issuer, the Joint Bookrunners or any other manager
of a prospectus pursuant to Article 3 of the Prospectus Directive,
unless the prior consent of the Joint Bookrunners has been obtained
to such offer or resale.

The Joint Bookrunners are acting on behalf of the Issuer and no one
else in connection with the offering of the Bonds and will not be
responsible to any other person for providing the protections
afforded to clients of the Joint Bookrunners, or for providing advice
in relation to the securities.

end of announcement euro adhoc
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ots Originaltext: TUI AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

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

Media Kontakt:
Uwe Kattwinkel, Telefon: +49 (0) 511 566 1417
Robin Zimmermann, Telefon: +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