Thomas Cook Regulatory News (TCG)

THIS ANNOUNCEMENT IS NOT FOR GENERAL PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

Announcement of pricing of €750 million Senior Notes by Thomas Cook

2 December 2016

Thomas Cook Group plc (the "Issuer" or the "Company") today announces that it has priced its offering of €750,000,000 aggregate principal amount of Senior Notes due 2022 (the "Notes") at an issue price of 100%. The Notes will bear interest at a rate of 6.25% and will mature on 15 June 2022. The Notes include a call option in favour of the Issuer exercisable after two and a half years, subject to a call schedule with step-downs up to maturity. The Notes are guaranteed by Thomas Cook Finance plc and the Issuer's subsidiaries that guarantee Thomas Cook Finance plc's existing notes due 2021.

The offering is expected to close on or about 8 December 2016, subject to the satisfaction of various customary closing conditions.

Thomas Cook intends to use the proceeds of the offering, together with cash on hand, (i) to redeem its outstanding guaranteed senior unsecured fixed rate notes due in June 2017 and (ii) to redeem its outstanding guaranteed senior unsecured fixed rate notes due in June 2020.

Michael Healy, Group Chief Financial Officer, said "I am delighted with the strong demand we have seen for our new bond, which has allowed us to increase the size of the issue from the €300 million we had expected, to €750 million. By extending maturities with a lower interest cost than our existing bonds, this bond greatly enhances our financial and operational flexibility, and supports the progress we are making towards our financial targets."

This announcement is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

The Notes and any related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes and any related guarantees are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act.

The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities. This announcement does not constitute an advertisement for purposes of the Prospectus Directive.

No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

This announcement contains ''forward-looking statements'' that are based on estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements are all statements other than statements of historical fact or statements in the present tense, and can be identified by words such as "targets", "aims", "aspires", "assumes" ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'', "hopes", ''may'', ''would'', ''should'', "could", ''will'', ''plans'', ''predicts'' and ''potential'', as well as the negatives of these terms and other words of similar meaning. The forward-looking statements in this announcement are made based upon the Company's estimates, expectations and beliefs concerning future events affecting the Company and are subject to a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which it will operate, which may prove not to be accurate. The Company cautions that these forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in these forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements. Any forward-looking statements contained in this announcement apply only as at the date of this announcement and are not intended to give any assurance as to future results. The Company will update this announcement as required by applicable law, including the Prospectus Rules, the Listing Rules, the Disclosure and Transparency Rules, and any other applicable law or regulations, but otherwise expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

This announcement contains inside information by the Issuer under Regulation (EU) 596/2014 (16 April 2014).

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