Ad hoc announcement pursuant to section 15 of the German Securities Trading Act: Impact of the planned refinancing transactions of Hapag-Lloyd on TUI AG

Hanover, 22 September 2010

Based on the positive business performance, the Supervisory Board of Hapag-Lloyd AG has given its consent to measures to refinance the shipping line. The plans of Hapag-Lloyd for the new financing comprise in particular the private placement of Senior Notes and a new Revolving Credit Facility. In order for the measures to take effect, Hapag-Lloyd will terminate the state loan guarantee and thus the payment restrictions imposed by such guarantee would cease to exist. Therefore Hapag-Lloyd will be in the position inter alia, to resume service of its shareholder debt. As a result, TUI expects an inflow of around 65 million euro of deferred interest in October 2010. In addition, Hapag-Lloyd will be in a position to make interest and redemption payments on the existing financing instruments rendered to Hapag-Lloyd.

 
In the framework of the Hapag-Lloyd refinancing scheme, TUI and Albert Ballin consortium have reached agreement, inter alia, on the following details:
 
Bridge loan (227 million euro):
  • Subject to a successful refinancing of Hapag-Lloyd, TUI expects repayment of the bridge loan in the near future.
Hybrid I (350 million euro):
  • The hybrid I will be converted into equity of Hapag-Lloyd by 31 December 2010. The conversion of the hybrid denotes the strengthening of Hapag-Lloyd’s balance sheet structure and rating ratios. Following completion of the capital increase, TUI will hold a 49.8 per cent stake in Hapag-Lloyd.
  • The Albert Ballin consortium has a call option for the new shares until
    30 September 2011. Regardless of this call option, TUI remains entitled to sell all of its shares in Hapag-Lloyd to a third party at any time; the Albert Ballin consortium holds pre-emption rights.
Hybrid II (350 million euro):
  • The hybrid II will earn interest of 5 per cent p.a. as of 1 October 2010. As of 1 July 2011, there will be an interest step-up to market rate.
  • TUI will be entitled to sell the hybrid II with immediate effect.
Hybrid III (TUI portion 215 million euro):
  • The hybrid III (former HHLA Container Terminal Altenwerder financing) will remain unchanged for the time being and be serviced with interest of 10 per cent p.a.
  • As already agreed, the Albert Ballin consortium will acquire a portion of 25 million euro of the hybrid III at its nominal value from TUI as at 31 March 2011.
  • Subject to successful refinancing of Hapag-Lloyd, TUI expects repayment of the hybrid III short to medium term.
Vendor loan (180 million euro):
  • The vendor loan will earn interest of Euribor + 4 per cent p.a. and falls due on 1 January 2014.
TUI stays committed to maximising the value of its Hapag-Lloyd investment and to closely monitoring alloptions to exit the business. The agreement to tender shares in Hapag-Lloyd to the Albert Ballin consortium insofar remains unchanged.
 
 
Some of the information in this press release may contain predictions, expectations or forward-looking statements. These statements may entail known or unknown risks or uncertainties. Actual results and developments may therefore differ materially from the expressed expectations and assumptions. The performance of financial markets, the development of exchange rates, amendments to national and international laws, in particular concerning tax regulations, may also have an impact. Except as provided by law, the Company undertakes no obligation to update forward-looking statements.
 

The Senior Notes will not be or 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 of the Securities Act.