Zurich, 22 May 2017

Kuoni Group restructures its divisional setup and pre-announces offer to holders of outstanding bond

As part of the strategy to make each of the Kuoni Divisions independent stand-alone businesses, Kuoni Group has completed a restructuring, whereby Kuoni Travel Holding Ltd has transferred its GTD business division (including MTS) and its GTS business division (including DMS) to its holding company, Kiwi Holding V (Switzerland) Ltd. The divisions are now held by holding companies of the shareholders of Kuoni Group, EQT VII (a fund advised by EQT Partners) and the Kuoni and Hugentobler Foundation. As a consequence of the restructuring, Kuoni Group contemplates to make an offer to the bondholders of its outstanding bond.

In April, Kuoni Travel Holding Ltd. ("KTH") announced that it entered into a binding agreement on the combination of its GTD business division (excluding MTS Globe) ("GTA") with the Hotelbeds Group and the sale of its Destination Management Specialists (DMS) to Thomas Cook India Group. As an interim step, on 19 May 2017, the sole shareholder of KTH has resolved on the distribution in kind by KTH of the shares in GTA Travel Holding Ltd (the holding company of the GTD business division, including MTS Globe) and Kuoni Travel Investments Ltd (the holding company of the GTS business division, including DMS) as well as a combined distribution in kind and sale of related shareholder loan receivables to the holding company of KTH, Kiwi Holding V (Switzerland) Ltd. As from today, only the VFS business division will remain with KTH. The distributed business divisions together accounted for a turnover of approx. CHF 2.94 billion in the financial year 2016 (approx. 89% of consolidated turnover for the group) and a gross operating profit of approx. CHF 353.6 million (approx. 58% of consolidated gross operating profit for the group).

Following the restructuring of the divisional setup, KTH contemplates to offer to each holder of the CHF 200,000,000 1.50% bonds 2013-2019, issued by KTH, the possibility to tender such bonds against payment of a consideration in cash. This step is due to the change in the risk profile of the Kuoni Group as described above and is intended to offer bondholders an attractive exit. The tender offer will presumably be launched in the second half of May 2017 and will be announced by separate media release. KTH has received a payment guarantee by Kiwi Holding IV S.à r.l. in order to secure the payment of the consideration for any bonds that will be tendered in the contemplated tender offer. Following the settlement of the bond tender offer, KTH intends to apply for the delisting of the bond with SIX Swiss Exchange; if such application is granted, Kuoni will cease to be subject to the rules of SIX Swiss Exchange and the trading market in the bonds will become less liquid as a result of the delisting.

Disclaimer

This communication contains statements that constitute "forward-looking statements" including, but not limited to, those using the words "believes", "assumes", "expects" or formulations of a similar kind. In this communication, such forward-looking statements include, without limitation, statements relating to our financial condition, results of operations and business and certain of our strategic plans and objectives. Such forward-looking statements are made on the basis of assumptions and expectations that we believe to be reasonable at this time, but may prove to be erroneous. Because these forward-looking statements are subject to risks and uncertainties, actual future results, the financial condition, the development or performance of Kuoni Travel Holding and/or its affiliates (referred to as "Kuoni") may differ materially from those expressed in or implied by the statements. Many of these risks and uncertainties relate to factors which are beyond Kuoni's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors detailed in Kuoni's past and future filings and reports, including press releases, reports and other information posted on Kuoni's websites or in other form. Readers are cautioned not to put undue reliance on forward-looking statements which speak only of the date of this communication. Kuoni disclaims any intention or obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise. It should be noted that past performance is not a guide to future performance. Please also note that interim results are not necessarily indicative of the full-year results. Persons requiring advice should consult an independent adviser. This communication does not constitute an offer or an invitation for the sale or purchase of securities in any jurisdiction.


Media Release (PDF)



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