Austria
- Issuance of 500 million euros of sustainability-linked senior notes with a tenor of five years
- Original offer was increased by 200 million euros due to high investor demand
- Interest Rate on the notes is linked to achievement of specific sustainability target
Hanover, 28 February 2024. TUI AG today successfully placed sustainability-linked senior notes in an aggregate principal amount of 500 million euros with a tenor of five years. Due to high investor demand the original offer was increased by 200 million euros. The issue proceeds will be used to repay existing liabilities, reduce the KfW credit line and cover expenses associated with the bond. The notes have an annual coupon of 5.875 per cent and will be issued at 98.93 per cent. The coupon of the notes is linked to the achievement of a specific sustainability target. TUI group’s Airlines CO2e-emissions per Revenue Passenger Kilometer[1] are to be reduced by at least 11 per cent until the end of the financial year ending on September 30, 2026 (compared to financial year ended September 30, 2019). Failure to achieve the sustainability target will increase the annual coupon of the notes by 25 basis points for the remaining term.
[1] Revenue Passenger Kilometers (RPK) or Revenue Passenger Miles (RPM)* is an aviation industry metric that indicates the number of kilometers traveled by paying passengers
Important notice
This press release may not be distributed, published or released in or into the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction in which such distribution, publication or release would be unlawful.
This release is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States of America or in any other jurisdiction. The Notes have not been and will not be 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 of America absent registration or an exemption from registration under the Securities Act. The Notes will be offered in a private offering exempt from the registration requirements of the Securities Act and will accordingly be offered only to: (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act and (ii) certain persons outside the United States who are U.S. persons (as defined in the Securities Act) in compliance with Regulation S under the Securities Act.
This communication is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”) by, a person authorized under the FSMA. Accordingly, this communication is only directed at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom (“UK”), or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Accordingly, by accepting this communication, the recipient warrants and acknowledges that it is such a relevant person. The communication is directed only at relevant persons and must not be acted or relied upon by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
The Notes 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 European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a “retail client” as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, “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; or (iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Notes 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 UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, 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 domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Neither the issuer, the initial purchasers nor their respective affiliates nor their respective employees or agents make any representations as to the suitability of the Second Party Opinion or the Notes with respect to meeting environmental or sustainability criteria. Investors should make their own assessment of the Notes from a sustainability perspective.
Forward-looking statements and projections
Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that TUI AG, or persons acting on its behalf, may issue.
