EANS-Adhoc: TUI AG / TUI AG announces results of tender offer for existing notes

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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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25.03.2011

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON
LOCATED IN OR RESIDENT IN ITALY

Hanover, 25 March 2011. TUI AG ("TUI") announces that it will
repurchase approximately 563 million euro including accrued interest
of existing notes in connection with the invitation to tender bonds
published on 7 March 2011. TUI will purchase 176.8 million euro
nominal value at 103.375 per cent of the nominal value the 5.125 per
cent per annum Senior Notes due December 2012 (XS0237433700 /
XS0237431837) ("2012 Senior Notes") and 373,3 million euro nominal
value at 99.5 per cent of the nominal value of the 2.750 per cent per
annum Convertible Notes due September 2012 (DE000TUAG091) ("2012
Convertible Notes"). Following these purchases, there will be 273.2
million euro of 2012 Senior Notes outstanding and 320.7 million euro
of 2012 Convertible Notes outstanding.

The pro-ration factor applied by TUI for acceptances of validly
tendered 2012 Senior Notes is 100 per cent and the pro-ration factor
applied by the Company for acceptances of validly tendered 2012
Convertible Notes is 68.4 per cent.

TUI has funded the offer with the net proceeds of approximately 334
million euro from its offering of convertible bonds due March 2016
and existing cash resources of approximately 229 million euro.

The settlement for Notes accepted for purchase is expected to take
place on 29 March 2011.

The Tender Offers are not being made, and will not be made, directly
or indirectly in or into the United States. Any purported tender of
Notes in the Tender Offers resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of Notes made by a person located in the United States or any
agent, fiduciary or other intermediary acting on a non-discretionary
basis for a principal giving instructions from within the United
States will be invalid and will not be accepted.

This announcement does not constitute, or form part of, any
solicitation of any offer or invitation to sell any securities or any
offer of securities, in any jurisdiction nor shall it (or any part of
it), or the fact of its distribution, form the basis of or be relied
on in connection with any contract therefore. No indications of
interest in the solicitation of offers to sell or to subscribe for
securities are sought by this announcement. The Tender Offers are not
made to, and any tenders will not be accepted from, or on behalf of,
holders of Notes in any jurisdiction in which the making of the
Tender Offers is not in compliance with the laws or regulations of
such jurisdiction. Persons into whose possession this announcement or
the Tender Offer Memorandum comes are required to inform themselves
about, and to observe, any such restrictions. In respect of the New
Notes Offering (as defined in the Tender Offer Memorandum), this
announcement is an advertisement and is not a prospectus for the
purposes of EU Directive 2003/71/EC (the "Directive").

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