TUI AG (TUI) TUI AG resolves cash capital increase from
authorised capital by up to 162,291,441 shares to further reduce
government financing 17-May-2022 / 17:51 CET/CEST Dissemination of
a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
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NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING,
DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE
UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL.
PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION
CONCERNING ANY INVESTOR'S DECISION OR OPTIONS WITH RESPECT TO THE
PLACEMENT (AS DEFINED BELOW). THE PRICE AND VALUE OF SECURITIES OF
THE COMPANY CAN GO DOWN AS WELL AS UP. PAST PERFORMANCE IS NOT A
GUIDE TO FUTURE PERFORMANCE. THE CONTENTS OF THIS ANNOUNCEMENT ARE
NOT TO BE CONSTRUED AS LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE.
EACH SHAREHOLDER OR PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR
ITS OWN INDEPENDENT LEGAL ADVISER, BUSINESS ADVISER, FINANCIAL
ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL, BUSINESS OR TAX
ADVICE.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OR PLACEMENT OF NEW SHARES OR OTHER
SECURITIES. NEITHER THIS COMMUNICATION NOR ANY PART OF IT SHALL
FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN
INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY
DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR
OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE ONLY ON THE BASIS
OF PUBLICLY AVAILABLE INFORMATION.
TUI AG resolves cash capital increase from authorised capital by up to 162,291,441 shares to further reduce government
financing
Inside Information according to Article 17 MAR and Article 17 of UK MAR
This announcement is an advertisement and is not a prospectus within the meaning of the Regulation (EU) 2017/1129, as
amended, and the Prospectus Regulation EU 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 or otherwise.
Hanover, 17 May 2022. The Executive Board of TUI AG ("TUI" or the "Company", ISIN DE000TUAG000) resolved today, with
the consent of the Supervisory Board, to launch a capital increase against cash contributions excluding shareholders'
subscription rights.
The Company intends to issue up to 162,291,441 new no-par value ordinary registered shares ("New Shares") corresponding
to approximately up to 10% of the Company's share capital. The New Shares will carry dividend rights as from 1 October
2021.
The number of New Shares and the placement price per New Share will be determined on the basis of an accelerated
bookbuilding which will start with immediate effect. The New Shares will be exclusively offered for sale to
institutional investors as part of an international private placement.
TUI intends to use the net proceeds from the capital increase and existing cash resources to repay in full the Silent
Participation II of EUR671 million from the German government (Economic Stabilisation Fund, "ESF").
In addition, TUI will reduce the outstanding KfW credit lines by EUR336 million to EUR2.1 billion. As a result, in addition
to the KfW credit line, the remaining government financing (ESF) for TUI will be the approximately EUR59 million bonds
with warrants convertible into shares and the Silent Participation I, also convertible into shares, of EUR420 million.
The New Shares shall be admitted without a prospectus to the premium listing segment of the Official List of the FCA in
the form of depositary interests and to trading on the Main Market for listed securities of the London Stock Exchange
as well as to the regulated market segment (Regulierter Markt) of the Hanover Stock Exchange and are expected to be,
included and admitted to trading on the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange with trading
over the electronic platform Xetra on or around 24 May, 2022. Delivery of the New Shares to investors is expected to
occur on 24 May, 2022.
The Company has agreed to a lock-up of 90 days, subject to customary exceptions.
ANALYST & INVESTOR ENQUIRIES
Mathias Kiep, Group Director Investor Relations, + 44 (0)1293 645 925
Corporate Finance & Controlling + 49 (0)511 566 1425
Nicola Gehrt, Director, Head of Group Investor Relations + 49 (0)511 566 1435
Hazel Chung, Senior Investor Relations Manager + 44 (0)1293 645 823
James Trimble, Investor Relations Manager + 44 (0)1582 315 293
Stefan Keese, Investor Relations Manager (Retail Investors) + 49 (0)511 566 1387
Media
Kuzey Alexander Esener, Head of Media Relations + 49 (0)511 566 6024
DISCLAIMER This announcement may not be published, distributed
or transmitted in the United States, Australia, Canada, Hong Kong,
Japan, New Zealand, Singapore, South Africa, Switzerland or the
United Arab Emirates, or in any other jurisdiction in which the
distribution, release or publication would be restricted or
prohibited. This announcement does not constitute an offer of
securities for sale or a solicitation of an offer to purchase
securities of the Company (the "Securities") in the United States
or any other jurisdiction. The distribution of this announcement
into jurisdictions may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction.
The Securities have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the "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, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state or local securities laws. Accordingly, the
Securities referred to herein will be offered and sold by way of
private placement: (i) in the United States, only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act, and (ii) outside the United States, to eligible
investors in offshore transactions in accordance with Regulation S
under the Securities Act. There will be no public offer of
Securities in the United States.
In the United Kingdom, this announcement is only directed at
persons who are "qualified investors" within the meaning of UK
Prospectus Regulation (Regulation (EU) 2017/1129 as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act
2018) and who (i) are investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order"), (ii)
are persons falling within Article 49(2)(a) to (d) of the Order
(high net worth companies, unincorporated associations, etc.) or
(iii) to whom it may otherwise be lawfully communicated (all such
persons together being referred to as "Relevant Persons")). This
document must not be acted on, or relied upon, by persons who are
not Relevant Persons. Any investment or investment activity to
which this document relates is available only to Relevant Persons
and will be engaged in only with Relevant Persons.
In member states of the European Economic Area the placement of
the Securities described in this announcement (the "Placement") is
directed exclusively at persons who are "qualified investors"
within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (Prospectus
Regulation).
No action has been taken that would permit an offering or an
acquisition of Securities or a distribution of this announcement in
any jurisdiction where such action would be unlawful. Persons into
whose possession this announcement comes are required to inform
themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation
concerning the Placement. Investors should consult a professional
advisor as to the suitability of the Placement for the person
concerned.
Certain statements included in this announcement are
forward-looking. These statements can be identified by the fact
that they do not relate only to historical or current facts. By
their nature, they involve risk and uncertainties because they
relate to events and depend on circumstances that will occur in the
future. Actual results could differ materially from those expressed
or implied by such forward-looking statements. The potential
reasons for such differences include market fluctuations, the
development of world market fluctuations, the development of world
market commodity prices, the development of exchange rates or
fundamental changes in the economic environment. The Company does
not intend or assume any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this
announcement.
(MORE TO FOLLOW) Dow Jones Newswires
May 17, 2022 11:51 ET (15:51 GMT)
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