TUI AG EUR 300,000,000 2.125% Notes Due 26 October 2021
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Prospectus dated 21 October 2016 TUI AG (Hanover, Federal Republic of Germany) EUR 300,000,000 2.125% Notes due 26 October 2021 unconditionally and irrevocably guaranteed by certain subsidiaries of TUI AG TUI AG ("TUI AG" or the "Issuer", together with its consolidated subsidiaries the "TUI Group") will issue EUR 300,000,000 2.125% notes (the "Notes") on or about 26 October 2016 (the "Issue Date") at an issue price of 99.415% of their aggregate principal amount (the "Issue Price"). The Notes are issued in a denomination of EUR 100,000 each (the "Specified Denomination"). The Notes will be redeemed at par on 26 October 2021 (the "Maturity Date"). They will bear interest from, and including, the Issue Date to, but excluding, the Maturity Date at a rate of 2.125% per annum, payable annually in arrears on 26 October in each year, commencing on 26 October 2017. The obligations under the Notes will constitute unsubordinated and, except for the guarantees described below, unsecured obligations of the Issuer, ranking pari passu among themselves and pari passu with all other unsubordinated and unsecured obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. The Notes will have the benefit of unconditional and irrevocable guarantees (the "Subsidiary Guarantees" or the "Guarantees") from certain subsidiaries of TUI AG (the "Subsidiary Guarantors" or the "Guarantors"). The Guarantors have also issued guarantees to secure other indebtedness of the TUI Group. Standard and Poor's Credit Market Services Europe Limited ("Standard & Poor's") has assigned a preliminary rating of BB- to the Notes and Moody's Investors Service Ltd. ("Moody's") has assigned a preliminary rating of Ba2 to the Notes. A security rating is not a recommendation to buy, sell or hold securities. TUI AG is rated BB-, outlook positive, by Standard & Poor's and Ba2, outlook stable, by Moody's. Each of Standard & Poor's and Moody's are established in the European Community and are registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended. For a discussion of certain significant factors affecting an investment in the Notes, see "Risk Factors" on pages 5 through 31. This Prospectus (the "Propectus") constitutes a prospectus for the purpose of the Luxembourg Law of 10 July 2005 on Prospectuses for Securities, as amended. Application has been made for admission of the Notes to the official list of the Luxembourg Stock Exchange and for trading on the Euro MTF market ("Euro MTF") operated by the Luxembourg Stock Exchange, which is a multilateral trading facility for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, as amended, and therefore a non-EU-regulated market. The Notes have been assigned the following securities codes: ISIN XS1504103984, Common Code 150410398, WKN A2BPFK. Joint Bookrunners Société Générale Commerzbank Deutsche Bank HSBC Corporate & Investment Banking 2 RESPONSIBILITY STATEMENT Each of the Issuer and the Guarantors accepts in respect of itself only responsibility for the information contained in this Prospectus and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. NOTICE This Prospectus should be read and understood in conjunction with any supplement(s) and each of the documents incorporated herein by reference. The Issuer and Guarantors have confirmed to the joint bookrunners set forth on the cover page (each a "Manager" and together, the "Managers") that this Prospectus contains all information which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer, the Guarantors, TUI Group and the rights attaching to the Notes which is material in the context of the issue and offering of the Notes; that the information contained herein with respect to the Issuer, the Guarantors, TUI Group and the Notes is accurate and complete in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other facts with respect to the Issuer, the Guarantors, TUI Group or the Notes, the omission of which would make this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading; that the Issuer and the Guarantors have made all reasonable enquiries to ascertain all facts material for the purposes aforesaid. No person is authorised to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantors or the Managers. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the financial situation of the Issuer, the Guarantors or TUI Group since the date of this Prospectus, or that the information herein and in any other document incorporated herein by reference is correct at any time since the date of this Prospectus. Neither the Managers nor any other person mentioned in this Prospectus, except for the Issuer and the Guarantors, are responsible for the accuracy of the information and statements contained in this Prospectus or any other document incorporated herein by reference. None of the Managers has independently verified this Prospectus, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of them makes any representation, express or implied, or warranty or accepts any responsibility as to the accuracy and completeness of the information contained in any of these documents. The Managers have not independently verified any such information and accept no responsibility for the accuracy thereof. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer and the Guarantors. This Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer, the Guarantors or the Managers to the public generally to purchase any Notes. Neither this Prospectus nor any other information supplied in connection with the Notes should be considered as a recommendation by the Issuer, the Guarantors or the Managers to a recipient hereof and thereof that such recipient should purchase any Notes. The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable in the European Economic Area in general, the United States of America and its Territories, the United Kingdom of Great Britain and Northern Ireland and Hong Kong, see "Selling Restrictions". In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, and are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U.S. persons. The language of this Prospectus is English. The German version of the English language Terms and Conditions of the Notes (the "Terms and Conditions") is shown in this Prospectus for additional information. As to form 3 and content and all rights and obligations of the Issuer under the Notes to be issued, German is the controlling legally binding language. This Prospectus may only be used for the purpose for which it has been published. This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Notes. In connection with the issue of the Notes, Deutsche Bank AG, London Branch as the stabilising manager (the "Stabilisation Manager") (or persons acting on its behalf) may over-allot Notes or effect transactions with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on its behalf) will undertake stabilisation action. Any stabilisation action may begin at any time after the adequate public disclosure of the terms of the offer of the Notes and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Issue Date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or person(s) acting on its behalf) in accordance with all applicable laws and rules. FORWARD-LOOKING STATEMENTS This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not relate to historical facts and events. Forward-looking statements are based on analyses or forecasts of future results and estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions.