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Thomas Cook Finance Plc €400,000,000 6.75% Senior Notes Due 2021

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Thomas Cook Finance Plc €400,000,000 6.75% Senior Notes Due 2021 OFFERING MEMORANDUM Thomas Cook Finance plc €400,000,000 6.75% Senior Notes due 2021 Thomas Cook Finance plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), on 21 January 2015 issued (the “Offering”) €400,000,000 aggregate principal amount of its 6.75% Senior Notes due 2021 (the “Notes”). The Issuer will pay interest on the Notes semi-annually on each of 15 June and 15 December, commencing 15 June 2015. The Notes will mature on 15 June 2021. Prior to 15 January 2018, the Issuer will be entitled to redeem all or a portion of the Notes by paying 100% of the principal amount of the Notes plus the relevant “make-whole” premium as more specifically described in this Offering Memorandum. At any time on or after 15 January 2018, the Issuer may redeem all or part of the Notes at the redemption prices set forth in this Offering Memorandum. In addition, prior to 15 January 2018, the Issuer may redeem up to 35% of the Notes with the aggregate proceeds from certain equity offerings at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest, if any. Upon the occurrence of certain events constituting a change of control or upon the sale of certain assets, the Issuer may be required to make an offer to purchase the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any. In addition, in the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes. The Notes are senior obligations of the Issuer, rank pari passu in right of payment to all of the Issuer's existing and future indebtedness that is not subordinated in right of payment to the Notes and are senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes. The Notes are effectively subordinated to any existing and future secured indebtedness of the Issuer to the extent of the value of the assets securing such indebtedness. The Notes are guaranteed on a senior basis (each, a “Guarantee” and together, the “Guarantees”) by Thomas Cook Group plc (the “Parent”) and the subsidiaries of the Parent listed as guarantors in the Indenture (as defined below) on the Issue Date (as defined below). Each Guarantee is a senior obligation of the respective Guarantor and ranks pari passu in right of payment with all existing and future senior indebtedness of such Guarantor that is not subordinated in right of payment to its Guarantee. The Guarantees are effectively subordinated to any existing and future secured indebtedness of such Guarantor, to the extent of the value of the assets securing such indebtedness. The Notes and the Guarantees are effectively subordinated to any existing and future liabilities (including trade payables) of our existing and future subsidiaries that are not Guarantors. In addition, the Guarantees are subject to contractual and legal limitations under relevant local laws and may be released under certain circumstances. See “Certain Insolvency Considerations; Limitations on Validity and Enforceability of Guarantees”. This Offering Memorandum includes information on the terms of the Notes and Guarantees, including redemption and repurchase prices, covenants and transfer restrictions. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for the approval of this document as Listing Particulars. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on the Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for purposes of Directive 2004/39/EC. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 27. Price: 100% plus accrued interest, if any, from the Issue Date The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the laws of any other jurisdiction. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act (“Rule 144A”) or non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See “Notice to Investors” for additional information about eligible offerees and transfer restrictions. Joint Global Coordinators Credit Suisse The Royal Bank of Scotland Joint Bookrunners Barclays BNP PARIBAS CM-CIC DNB Markets Jefferies KBC Bank Lloyds Bank Nordea Société Générale The date of this Offering Memorandum is 30 April 2015. 2 TABLE OF CONTENTS IMPORTANT INFORMATION ABOUT THE OFFERING MEMORANDUM ..................... iii NOTICE TO CERTAIN EUROPEAN INVESTORS .......................................................... vi WHERE YOU CAN FIND MORE INFORMATION ........................................................... ix TAX CONSIDERATIONS ................................................................................................. x FORWARD-LOOKING STATEMENTS ............................................................................ xi SUMMARY ....................................................................................................................... 1 RISK FACTORS ............................................................................................................... 27 USE OF PROCEEDS ....................................................................................................... 48 CAPITALISATION ............................................................................................................ 49 SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION ..................... 50 OVERVIEW OF BUSINESS PERFORMANCE AND OPERATING AND FINANCIAL REVIEW ............................................................................................................................ 53 INDUSTRY AND MARKET DATA .................................................................................... 82 OUR BUSINESS ............................................................................................................... 85 MANAGEMENT ................................................................................................................ 107 PRINCIPAL SHAREHOLDERS ........................................................................................ 121 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ....................... 122 DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ...................................... 124 DESCRIPTION OF NOTES .............................................................................................. 127 BOOK-ENTRY, DELIVERY AND FORM .......................................................................... 179 CERTAIN TAX CONSIDERATIONS ................................................................................ 183 PLAN OF DISTRIBUTION ................................................................................................ 188 NOTICE TO INVESTORS ................................................................................................ 191 CERTAIN INSOLVENCY CONSIDERATIONS; LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF GUARANTEES ........................................................................... 195 LEGAL MATTERS ............................................................................................................ 225 INDEPENDENT AUDITORS ............................................................................................ 226 AVAILABLE INFORMATION ............................................................................................ 227 SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ....................... 228 LISTING AND GENERAL INFORMATION ....................................................................... 235 GLOSSARY ...................................................................................................................... 239 3 IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM You should base your decision to invest in the Notes solely on the information contained in this offering memorandum (the “Offering Memorandum”). We have not and none of Barclays Bank PLC, BNP Paribas, CM-CIC Securities, Credit Suisse Securities (Europe) Limited, DNB Markets, a division of DNB Bank ASA, Jefferies International Limited, KBC Bank NV, Lloyds Bank plc, Nordea Bank Danmark A/S, Société Générale and The Royal Bank of Scotland plc (together, the “Initial Purchasers”) have authorised anyone to provide prospective investors with any information or represent anything about us, the Initial Purchasers, our business or our financial results or the Offering that is not contained in this Offering Memorandum, and you should not rely on any such information. We are not, and the Initial Purchasers are not, making an offer of the Notes in any jurisdiction where such an offer would not be permitted. The information in this Offering Memorandum is current only as of the date on the cover, and our business or financial position and other information in this Offering Memorandum
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