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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.