A&K Travel Group Holdings Ltd. Pricing of $700 Million Senior Notes due 2033

MONACO, April 30, 2026 /PRNewswire/ -- A&K Travel Group Holdings Ltd. (the "Issuer" and, together with its consolidated subsidiaries, the "Group") today announced the pricing of $700 million in aggregate principal amount of its 7½% Senior Notes due 2033 (the "Notes").

The Notes will be issued at an issue price of 100.000%. Interest on the Notes will accrue at a rate of 7½% per annum. The issuance and settlement of the Notes is expected to occur on May 7, 2026, subject to customary closing conditions.

The proceeds of the offering are expected to be used to (i) repay in full drawings under, and cancel, certain existing indebtedness, (ii) fund certain milestone installment payments to Fincantieri S.p.A. for the Group's new cruise vessel orders on the relevant vessels payments dates , (iii) fund cash on balance sheet for general corporate purposes and (iv) pay the fees, costs and expenses incurred in connection with the transaction.

Application will be made to The International Stock Exchange Authority Limited (the "Authority") for the listing of and permission to deal in the Notes on the Official List of The International Stock Exchange (the "Exchange"). There can be no assurance that the Notes will be listed on the Official List of the Exchange, that such permission to deal in the Notes will be granted or that such listing will be maintained.

Cautionary Statement

There can be no assurance that the offering of the Notes will be completed or, if completed, as to the terms on which it will be completed.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes 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 the related guarantees thereof have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws. Accordingly, the Notes and the related guarantees are being offered and sold in transactions that are exempt from the registration requirement of the U.S. Securities Act.

Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the "FSMA"), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), (iii) fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA in connection with the issue or sale of the Notes may lawfully be communicated or distributed under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.

If and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any European Economic Area (EEA) member state that has implemented Regulation (EU) 2017/1129 (the "Prospectus Regulation"), this announcement and the offering of any securities described herein are only addressed to and directed at persons who are "qualified investors" as defined in the Prospectus Regulation and must not be acted on or relied on by other persons.

In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in the United Kingdom, then this announcement and the offering of the Notes described herein are only addressed to and directed at persons who are "qualified investors" as defined in defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 and must not be acted on or relied on by other persons.

Information to Distributors

In the EEA, solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.

In the United Kingdom, solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.

No key information document ("KID") required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared.

In addition, no disclosure document required by the Financial Conduct Authority Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to certain of our current expectations and projections about future events. These statements reflect management's beliefs, have not been audited, reviewed or verified, and expectations and involve a number of risks, uncertainties and assumptions that could cause actual outcomes to differ materially from any expected future outcomes expressed or implied by such forward-looking statement. The information contained in this announcement is subject to change without notice and, except as required by applicable law, we do not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.

SOURCE Abercrombie & Kent Travel Group (AKTG)