TUI AG (TUI) TUI AG announces EUR1.8bn capital increase for
repayment of WSF state aid and significant reduction of the KfW
credit lines to strengthen its balance sheet 24-March-2023 / 07:06
CET/CEST The issuer is solely responsible for the content of this
announcement.
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DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. PLEASE
READ THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING 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 THE INFORMATION
CONTAINED IN THE PROSPECTUS OR THE INTERNATIONAL OFFERING
CIRCULAR.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMATION CONCERNING
ANY INVESTOR'S DECISION OR OPTIONS WITH RESPECT TO THE OFFERING (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 INDEPENT LEGAL ADVISER, BUSINESS ADVISER, FINANCIAL ADVISER OR
TAX ADVISER FOR LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE.
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.
TUI AG announces launch of a EUR1.8bn capital increase for
repayment of WSF state aid and significant reduction of the KfW
credit lines to strengthen its balance sheet
Inside Information according to article 17 MAR
Hanover, 24 March 2023. Further to the agreement with the German
Economic Stabilization Fund ("WSF") on the repayment of
stabilization measures and following the successful implementation
of the 10:1 reverse stock split resolved at the 2023 Annual General
Meeting, the Executive Board of TUI AG ("TUI" or, the "Company",
and, together with its consolidated subsidiaries, the "Group")
resolved today, with the consent of the Supervisory Board of the
Company, to launch a capital increase with subscription rights (the
"Subscription Rights") from the Authorised Capital 2022/I and
Authorised Capital 2022/II to raise gross proceeds of c.EUR1.8
billion (the "Rights Issue" or, the "Offering").
328,910,448 New ordinary registered Shares with no par value of
the Company (the "New Shares") will be offered at a subscription
ratio of 8:3 (8 New Shares for 3 existing shares). The subscription
price of EUR5.55 per New Share represents a discount to TERP
(theoretical ex-rights price) of approx. 39.85%.
Alexey A. Mordashov - or any connected person or entity
(together, the "Major Shareholder Sanctioned Persons or Entities")
- indirectly holds 30.91% in the Company via Unifirm Limited and
Severgroup LLC. These shares are subject to a loss of rights as a
result of far-reaching sanctions and under German securities law.
The Major Shareholder Sanctioned Persons or Entities can therefore
not participate in the Rights Issue and no subscription rights will
be granted to them.
The Rights Issue excludes new shares attributable to any Major
Shareholder Sanctioned Person or Entity and will be secured through
an underwriting commitment by a syndicate of banks, subject to
terms and conditions in line with market practice for similar
transactions.
Existing shareholders, other than Major Shareholder Sanctioned
Persons or Entities, can exercise their Subscription Rights for New
Shares during the subscription period from and including 28 March
2023 up to and including 17 April 2023 (the "Subscription Period")
through their respective depositary banks. Investors are
recommended to follow the respective guidelines of their depositary
banks.
Investors holding depositary interests in the Company's shares
("DIs") on 29 March 2023 will be credited with pre-emptive
subscription rights ("DI Pre-Emptive Rights) that will allow them
to acquire additional DIs representing New Shares. Investors may
exercise their DI Pre-Emptive Rights from and including 30 March
2023 (after being credited with them) up to 10:00 (BST) on 17 April
2023 (the "DI Subscription Period").
The Company intends to use the net proceeds of the Offering of
approx. EUR1.75 billion to reduce interest costs and debt. As
previously agreed with the WSF, the EUR420.0 million convertible
Silent Participation I made available by the WSF and the
outstanding EUR58.7 million 2020/2026 Bonds with Warrants,
including all warrants, issued to the WSF and including accrued
interest at a total market value of around EUR750 million will be
repaid in full. Additionally, the net proceeds will be used for the
full repayment of current drawings under the KfW facility. As of 23
March 2023 these amounted to around EUR440 million. With the
remaining net proceeds of approx. EUR568 million the current
drawings under the EUR1,454 million Cash Facility will be reduced
to approx. EUR870 million. As of 23 March 2023 the drawings under
this facility amounted to around EUR1,438 million. In addition, the
Company intends to significantly reduce the EUR2.1 billion credit
line under the KfW facility to EUR1.1 billion.
Today's announced capital increase and significant return of
government funding allows for a considerable improvement in TUI's
credit metrics and reduces ongoing interest costs, allowing the
Group to focus on growth and further market recovery.
As a result of the use of the net proceeds of the Offering, in
addition to having repaid the Silent Participation I, the Group's
net debt of EUR3.4 billion as of 30 September 2022 would have been
reduced by around EUR1.0 billion. This would reduce net interest
payments over an equivalent 12 month period, including the Silent
Participation I coupon, by approx. EUR80 million - EUR90 million.
The Company considers that, on the basis of the reduction in its
debt position following completion of the Offering and its current
expectations in respect of trading performance, its equivalent
gross leverage ratio for its financial year 2023 would fall to
around 3.0x.
TUI confirms a continuation of its encouraging booking momentum
which it reported at its Q1 results on 14 February 2023.
A prospectus (the "German Prospectus") setting out the full
details of the Offering, including a timetable of key dates, is
expected to be approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
"BaFin") on 24 March 2023. For the purposes of the public offering
in the United Kingdom and the admission to the premium listing
segment of the Official List of the FCA and to trading on the
London Stock Exchange's Main Market for listed securities, a
separate prospectus (the "UK Prospectus" and together with the
German Prospectus, the "Prospectuses") is expected to be approved
on the same day by the FCA. Both Prospectuses will be available on
the Company's website
(https://www.tuigroup.com/en-en/investors/capital-increase-march-2023).
A copy of the German Prospectus will also be available on the
website of BaFin (www.bafin.de) and the website of the European
Securities and Markets Authority (ESMA)
(https://registers.esma.europa.eu/publication/). A copy of the UK
Prospectus will be submitted to the National Storage Mechanism and
will be available for inspection at (https://data.fca.org.uk/#/
nsm/nationalstoragemechanism). The information in this announcement
should be read in conjunction with both the Prospectuses.
All capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the Prospectuses.
ANALYST & INVESTOR ENQUIRIES
Nicola Gehrt, Group Director Investor Relations + 49 (0)511 566 1435
Adrian Bell, Senior Investor Relations Manager +49 (0)511 566 2332
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
IMPORTANT NOTICE
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 are being offered and sold by way of private placements
(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.
This announcement is an advertisement and not a prospectus for
the purposes of Prospectus Regulation (Regulation (EU) 2017/1129,
as amended) (the Prospectus Regulation) and the UK Prospectus
Regulation (Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018) (the UK
Prospectus Regulation). The public offering of certain Securities
in Germany and the United Kingdom will be made exclusively by means
of and on the basis of the German Prospectus, when published, of
the Company, when it has been approved by the BaFin in Germany, and
on the basis of the UK Prospectus, when published, of the Company
when it has been approved by the FCA in the United Kingdom, in each
case which approval should not be understood as an endorsement of
any Securities offered. Investors must not subscribe for or
purchase any Securities referred to in this announcement except on
the basis of information contained in the German Prospectus or UK
Prospectus, as applicable, published, or the international offering
circular issued, by the Company in connection with the Offering, as
the case may be (together with any amendments or supplements
thereto), and should read the German Prospectus, UK Prospectus or
the international offering circular, as the case may be (together
with any amendments or supplements thereto) before making an
investment decision in order to fully understand the potential
risks and rewards associated with the decision to invest in the
Securities.
The German Prospectus, once approved, will be available on the
website of the BaFin (www.bafin.de), the website of the Company
(https://www.tuigroup.com/en-en/investors/capital-increase-march-2023)
and the website of the European Securities And Markets Authority
(https://registers.esma.europa.eu/publication/). The UK Prospectus,
once approved, will be submitted to the National Storage Mechanism
and will be available for inspection at https://data.fca.org.uk/#/
nsm/nationalstoragemechanism and the website of the Company
(https://www.tuigroup.com/en-en/investors/
capital-increase-march-2023).
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background information purposes only and does
not purport to be full or complete. No reliance may be placed by
any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
This announcement does not constitute a recommendation
concerning any investor's decision or options with respect to the
Offering. The price and value of securities 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.
Apart from the responsibilities and liabilities, if any, which
may be imposed on them by the Financial Services and Markets Act
2000, as amended or the regulatory regime established thereunder,
or under the regulatory regime of any jurisdiction where exclusion
of liability under the relevant regulatory regime would be illegal,
void or unenforceable, none of Barclays Bank Ireland PLC, BofA
Securities Europe SA, Citigroup Global Markets Europe AG,
COMMERZBANK Aktiengesellschaft, Deutsche Bank Aktiengesellschaft,
UniCredit Bank AG, HSBC Trinkaus & Burkhardt GmbH, Société
Générale, Crédit Agricole Corporate and Investment Bank, ING Bank
N.V. and Natixis (together, the Banks), Barclays Bank PLC and
Merrill Lynch International (together, the Sponsors), the Sponsors
nor any of their respective affiliates nor any of its or their
respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever and makes no
representation or warranty, express or implied, for the contents of
this announcement, including its accuracy, fairness, sufficiency,
completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company or the Offering and nothing in this announcement is, or
shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. Each of the Banks, the
Sponsors and their respective affiliates and its and their
respective directors, officers, employees, advisers or agents
accordingly disclaims to the fullest extent permitted by law all
and any responsibility and liability whether direct or indirect,
arising in tort, contract or otherwise which it might otherwise
have in respect of this announcement or any such statement.
Furthermore, each of the Banks, Sponsors and/or their affiliates
provides various investment banking, commercial banking and
financial advisory services from time to time to the Company.
Each of the Banks and Sponsors is acting exclusively for the
Company in connection with the Offering and they are acting for no
one else. The Banks and Sponsors will not regard any other person
as their respective clients in relation to the Offering or any
other matter in this announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients, nor for providing advice in
relation to the Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the Offering, each of the Banks and any of
their respective affiliates, may take up a portion of the
Securities as a principal position and in that capacity may retain,
subscribe for, purchase, sell, offer to sell or otherwise deal for
their own accounts in such Securities and other securities of the
Company or related investments in connection with the Offering or
otherwise. Accordingly, references in this announcement to the
Securities being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue, offer,
subscription, acquisition, placing or dealing by each of the Banks
and any of their affiliates in such capacity. In addition, certain
of the Banks or their affiliates may enter into financing
arrangements (including swaps, warrants or contracts for
difference) with investors in connection with which such Banks (or
their affiliates) may from time to time acquire, hold or dispose of
Securities. None of the Banks or any of their affiliates intends to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and the German Prospectus or UK Prospectus published, or the
international offering circular issued, by the Company in
connection with the Offering, as the case may be (together with any
amendments or supplements thereto) and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company, the Banks, the Sponsors or any of their
respective affiliates.
Forward-Looking Statements
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. 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.
Forward-looking statements often use words such as "expects",
"may", "will", "could", "should", "intends", "plans", "predicts",
"envisages" or "anticipates" or other words of similar meaning.
They include, without limitation, any and all projections relating
to the results of operations and financial conditions of the
Company and its subsidiary undertakings from time to time (the
'Group'), as well as plans and objectives for future operations,
expected future revenues, financing plans, expected expenditure and
divestments relating to the Group and discussions of the Group's
business plan. All forward-looking statements in this announcement
are based upon information known to the Group on the date of this
announcement and speak as of the date of this announcement. Other
than in accordance with its legal or regulatory obligations, the
Group does not undertake to update or revise any forward-looking
statement to reflect any changes in events, conditions or
circumstances on which any such statement is based.
Actual results may differ from those expressed or implied in the
forward-looking statements in this announcement as a result of any
number of known and unknown risks, uncertainties and other factors,
many of which are difficult to predict and are generally beyond the
control of the Group, and it is not reasonably possible to itemise
each item. Accordingly, readers of this announcement are cautioned
against relying on forward-looking statements. All forward-looking
statements made on or after the date of this announcement and
attributable to the Company are expressly qualified in their
entirety by the primary risks set out in that section.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (MiFID II); (b) Articles 9 and 10
of Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures (together, the MiFID II
Product Governance Requirements), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the
Securities the subject of the Offering have been subject to a
product approval process, which has determined that such Securities
are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the Target Market Assessment).
Notwithstanding the Target Market Assessment, distributors should
note that: (i) the price of the Securities may decline and
investors could lose all or part of their investment; (ii) the
Securities offer no guaranteed income and no capital protection;
and (iii) an investment in the Securities is compatible only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Offering. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Banks will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Securities. Each
distributor is responsible for undertaking its own Target Market
Assessment in respect of the Securities and determining appropriate
distribution channels.
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Dissemination of a Regulatory Announcement that contains inside
information in accordance with the Market Abuse Regulation (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
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ISIN: DE000TUAG505
Category Code: MSCU
TIDM: TUI
LEI Code: 529900SL2WSPV293B552
OAM Categories: 2.2. Inside information
Sequence No.: 232220
EQS News ID: 1591147
End of Announcement EQS News Service
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