TUI AG announces further strengthening of its balance sheet via fully underwritten c.€1.1 bn capital increase
Inside Information according to article 17 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.
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 fully underwritten capital increase with subscription rights (the “Subscription Rights”) to raise gross proceeds of c.€1.1bn (the “Rights Issue” or the “Offering”).
523,520,778 new ordinary registered shares with no par value of the Company (the “New Shares”) will be offered at a subscription ratio of 10:21 (10 New Shares for every 21 existing shares). The Subscription Price of €2.15 per New Share represents a discount to TERP (theoretical ex-rights price) of 35.1%.
TUI’s largest shareholder, Unifirm Limited (“Unifirm”), with a 32.0% holding in the Company, has undertaken to exercise all Subscription Rights attributable to its shareholding at the Subscription Price and to subscribe directly for New Shares represented by such Subscription Rights.
The remainder of the capital increase is secured through an underwriting by a banking syndicate, subject to terms and conditions in line with market practice for similar transactions.
The Company intends to use the net proceeds of the Offering to reduce interest costs and net debt by reducing current drawings (i) first under the KfW Facility, under which as at 4 October 2021 the Company had drawn €375.0 million, and (ii) second under the Cash Facility, under which as at 4 October 2021 the Company had drawn €1,486.5 million.
As a result, taking into account the expected net proceeds of the Offering of around €1,099.5 million, the current drawings under the KfW Facility would be reduced by €375.0 million to zero and the current drawings under the Cash Facility would be reduced by the remaining net proceeds of €724.5 million to €762.0 million.
Existing shareholders, other than Unifirm, can exercise their Subscription Rights to the New Shares during the subscription period from and including 8 October 2021 up to and including 26 October 2021 (the “Subscription Period”) through their respective depositary bank. Investors are recommended to follow the respective guidelines of their depositary banks.
A prospectus (the “German Prospectus”) setting out the full details of the Offering, including a full timetable of key dates, is expected to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) on 6 October 2021. 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/investoren/capital-increase-october-2021). 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/), and 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.