REG-TUI AG TUI AG resolves cash capital increase from authorised capital by up to 162,291,441 shares to further reduce government financing

TUI AGAnnouncement

17/05/2022 17:00

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   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 €671
   million from the German government (Economic Stabilisation Fund, “ESF”).

   In addition, TUI will reduce the outstanding KfW credit lines by €336
   million to €2.1 billion. As a result, in addition to the KfW credit line,
   the remaining government financing (ESF) for TUI will be the approximately
   €59 million bonds with warrants convertible into shares and the Silent
   Participation I, also convertible into shares, of €420 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        + 49 (0)511 566 1435
   Relations
   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      + 49 (0)511 566 1387
   Investors)
   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.

   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.

   Information to Distributors
   Pursuant to EU product governance requirements, the Securities referred to
   herein have been subject to a product approval process, under which each
   distributor 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. Any distributor
   subsequently offering the Securities referred to herein is responsible for
   undertaking its own target market assessment in respect of such Securities
   and determining appropriate distribution channels.

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   ISIN:           DE000TUAG000
   Category Code:  MSCU
   TIDM:           TUI
   LEI Code:       529900SL2WSPV293B552
   OAM Categories: 2.2. Inside information
   Sequence No.:   162348
   EQS News ID:    1354911


    
   End of Announcement EQS News Service

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