Thomas Cook Regulatory News (TCG)

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES

Thomas Cook Group plc Announces Tender Offer Results

20 February 2015. On 11 February 2015, Thomas Cook Group plc (the "Company") launched an offer to holders (the "Noteholders") of its €400,000,000 6.75 per cent. Guaranteed Notes due 2015 (ISIN: XS0504303164) (the "Notes") upon the terms and subject to the conditions set out in the tender offer memorandum dated 11 February 2015 (the "Tender Offer Memorandum") to purchase for cash any and all of the outstanding Notes, in accordance with the procedures described therein (the "Tender Offer").

Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

The Company hereby informs Noteholders that as at 4:00 p.m., London time, on 19 February 2015 (the "Expiration Deadline") the aggregate principal amount of Notes validly tendered (and received by the Tender Agent at or prior to the Expiration Deadline) and accepted for purchase by the Company is set out in the fourth column of the table below.

Subject to the conditions described in the Tender Offer Memorandum, the Company will pay to the relevant Noteholders on 23 February 2015 the sum of (i) the Purchase Price (set out in the third column of the above table) multiplied by €1,000 and (ii) accrued and unpaid interest on the principal amount of the Notes tendered, from and including, 22 April 2014 up to, but excluding, 23 February 2015.

The Tender Offer has now expired and no further Notes can be tendered for purchase.

Notes that have not been tendered and accepted for purchase by the Company pursuant to the Tender Offer will remain outstanding and will remain subject to the terms and conditions of such Notes.

Further Information

The Tender Offer is described in full in the Tender Offer Memorandum, which is available from the Tender Agent. Credit Suisse Securities (Europe) Limited and The Royal Bank of Scotland plc are the Dealer Managers for the Tender Offer. Requests for information in relation to the Tender Offer should be directed to:

THE DEALER MANAGERS

Credit Suisse Securities (Europe) plc

One Cabot Square

London

E14 4QJ

United Kingdom

Telephone: +44 (0) 20 7883 8763

Email: liability.management@credit-suisse.com

Attn: Liability Management Desk

The Royal Bank of Scotland plc135 BishopsgateLondonEC2M 3URUnited Kingdom

Telephone: +44 (0) 20 7085 5991Attention: Liability Management GroupEmail: liabilitymanagement@rbs.com

Requests for copies of the Tender Offer Memorandum and for information in relation to the procedures for tendering Notes in the Tender Offer should be directed to:

THE TENDER AGENT

Lucid Issuer Services LimitedLeroy House436 Essex RoadLondon N1 3QPUnited Kingdom

Tel: +44 20 7704 0880Attention: Paul Kamminga

Email: thomascook@lucid-is.com

DISCLAIMER

NOT FOR DISTRIBUTION FROM, WITHIN, IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.

The Tender Offer is not being made and has not been made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located or resident in the United States, or any agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended that such Holder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Tender Offer. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation as to whether Noteholders should participate in the Tender Offer.

Any deadlines set by any intermediary will be earlier than the deadlines specified in the Tender Offer Memorandum. The information contained in this announcement does not constitute an invitation or inducement to engage in investment activity within the meaning of the United Kingdom Financial Services and Markets Act 2000. In the United Kingdom, this announcement is being distributed only to, and is directed only at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")), (iii) persons who are within Article 43 of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). This announcement and the Tender Offer Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Company assumes no obligation to update or correct the information contained in this announcement.