TUI and Albert Ballin consortium reach agreement on the sale of further Hapag-Lloyd shares

TUI AG will further reduce its stake in Hapag-Lloyd – subject to approval by the shareholders of the Albert Ballin consortium – and terminate the hybrid II financing scheme. As a result, it will receive a cash inflow of 700 million euros by 30 June 2012. In order to completely exit Container Shipping, TUI will obtain the right to call for an IPO with priority placement of the shares held by TUI any time as of end of June 2012. TUI also remains entitled to sell the remaining Hapag-Lloyd shares to third-party investors. The cash inflow is to be used to further reduce debt and hence enhances the scope in core business Tourism.

The transaction includes the following steps:

• Initially, Hapag-Lloyd will redeem a part of the hybrid II financing worth 100 million euros before the end of February 2012.
• Albert Ballin will acquire hybrid II capital worth 125 million euros at nominal value from TUI by 30 March 2012.
• Subsequently, Albert Ballin and TUI will each transfer 125 million euros of the hybrid II capital to Hapag-Lloyd in exchange for new shares. As a result, TUI’s stake in Hapag-Lloyd will temporarily rise slightly from currently
  38.4 per cent to 39.5 per cent.
• By 29 June 2012, Albert Ballin will then acquire a 17.4 per cent stake in Hapag-Lloyd from TUI for a purchase price of 475 million euros. TUI’s stake in Hapag-Lloyd will thus decline to around 22 per cent.
• Subject to the terms and conditions of the bonds issued by Hapag-Lloyd in 2010, Hapag-Lloyd will also submit a buyback offer to TUI in April 2013 to repurchase further Hapag-Lloyd shares worth 37.5 million euros in total, so that TUI’s stake in Hapag-Lloyd will decline further.
• Apart from TUI’s entitlement to trigger an IPO as of end of June 2012, TUI has the right to sell the remaining Hapag-Lloyd shares to third-party investors.