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

Thomas Cook launches €400,000,000 guaranteed bond

27 November 2017

Thomas Cook Group plc (the "Company") announces that it intends to raise €400,000,000 in aggregate principal amount from the issuance by its wholly owned subsidiary, Thomas Cook Finance 2 plc (the "Issuer"), of guaranteed senior unsecured fixed rate notes due 2023 (the "Notes") pursuant to an offering to institutional investors. The Notes will include a call option in favour of the Issuer exercisable after two years, subject to a call schedule with step-downs up to maturity. The Notes will be guaranteed by the Company and its subsidiaries that guarantee its existing notes due 2022.

Thomas Cook intends to use the proceeds of the offering to redeem its outstanding guaranteed senior unsecured fixed rate notes due in June 2021.

Following the recent announcement of the enhanced bank facilities, this new bond issuance will further strengthen the Company's financial position by extending its debt maturity and liquidity profile while maintaining the ability to reduce debt over the medium term. Taken together, the new bond issuance and bank facilities will improve the Company's financial flexibility to support its strategy for profitable growth and achieve a more efficient capital structure.

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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