Information to holders of the CHF 200,000,000 1.50% bond 2013-2019 issued by Kuoni Reisen Holding AG

Due to a change of control, bondholders of Kuoni Reisen Holding AG have the right to request the repurchase of their bonds at par value plus accrued interest. With this notice, Kuoni Group would like to draw the bondholders' attention to certain important circumstances that are relevant when considering the exercise of this right.

Until Thursday, 30 June 2016, holders of the CHF 200,000,000 1.50% bond 2013-2019 issued by Kuoni Reisen Holding AG ("Kuoni") may exercise the right, through their depositary bank, to require Kuoni to repurchase their bonds at par value plus accrued interest. This right can be exercised because on 19 May 2016, as a consequence of the settlement of the public tender offer for all publicly held registered shares of Kuoni with a par value of CHF 1.00, a change of control within the meaning of the terms and conditions of the bond has occurred.

The settlement of the public tender offer brought about an entirely new situation for Kuoni. Whilst until 19 May 2016, Kuoni was broadly supported by a wide public shareholder base, the company is now under the control of a consortium of bidders led by the financial investor EQT, holding 98.02% of the voting rights. On 1 June 2016, the bidding company, Kiwi Holding IV S.à r.l., Luxembourg has filed a squeeze-out claim with respect to the remaining publicly held Kuoni shares (so-called statutory squeeze-out). This procedure aims at bringing 100% of the voting rights under the control of the bidding consortium. Immediately following the squeeze-out, the Kuoni shares will be delisted from the SIX Swiss Exchange.

In connection with the exercise period during which bondholders may request the repurchase of their bonds by Kuoni, which lasts until Thursday, 30 June 2016, Kuoni Group would like to draw the bondholders' attention to the following important circumstances that are relevant when considering the exercise of this right:

- The public tender offer was in a large part financed by raising financial indebtedness at the level of the bidding company, Kiwi Holding IV S.à r.l., and its parent company Kiwi Holding III S.A., respectively (both Luxembourg). As soon as the consortium of bidders attains 100% of the voting rights of Kuoni, various companies of the Kuoni Group will grant guarantees and security in respect of such financial indebtedness which will cause the leverage at the level of Kuoni to increase significantly. This has caused a change in the risk profile for bondholders, which is, however, not reflected in a corresponding increase in the return of the bond. Bondholders should carefully consider the impact of such increased risk on their financial situation.

- As announced by Kuoni by way of an ad-hoc disclosure dated 27 June 2016, SIX Swiss Exchange has, upon Kuoni's application, released Kuoni with effect from 27 June 2016 through to 3 November 2016 to a large extent from its disclosure obligations under applicable stock exchange regulations. It is expected that until the end of such period, the statutory squeeze-out as well as the delisting of the shares will have occurred, i.e., it is likely that the disclosure obligations will cease to apply definitely. Accordingly, Kuoni from now on will no longer have to inform the market as an issuer of shares and thus will not have to disclose financial figures, or inform the market about potentially relevant events, to the same extent as hitherto, which might make it more difficult for bondholders to assess the financial and operational situation of Kuoni. Again, bondholders will not be compensated by an increased return of the bond. Bondholders should carefully consider the potentially adverse impact on the information available to them.

- Finally, since the issuance of the bond in the year 2013, the Kuoni Group has ceased all of its traditional activities as tour operator and divested the respective business divisions. Bondholders should duly consider the effects of this operational reorientation of the Kuoni Group - away from business with end customers towards being a pure service provider for business customers - on their investment in the bonds.

Bondholders may exercise their right to require the early repurchase of the bonds held by them by Kuoni through their depositary bank. Questions in connection with such exercise are thus to be directed to the depositary bank with which the respective bonds are held. Instructions of the depositary bank are binding.

For further information regarding the settlement of the public tender offer and the release of Kuoni from certain disclosure requirements under stock exchange regulations please refer to the media releases dated 19 May 2016 and 27 June 2016, respectively.


Media Release (English)
Medieninformation (Deutsch)



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