![]() Additionally, the net proceeds will be used for the full repayment of current drawings under the KfW facility. As previously agreed with the WSF, the €420.0 million convertible Silent Participation I made available by the WSF and the outstanding €58.7 million 2020/2026 Bonds with Warrants, including all warrants, issued to the WSF and including accrued interest at a total market value of around €750 million will be repaid in full. ![]() €1.75 billion to reduce interest costs and debt. The Company intends to use the net proceeds of the Offering of approx. 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”). 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 are recommended to follow the respective guidelines of their depositary banks. 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.Įxisting 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. The Major Shareholder Sanctioned Persons or Entities can therefore not participate in the Rights Issue and no subscription rights will be granted to them. These shares are subject to a loss of rights as a result of far-reaching sanctions and under German securities law. ![]() 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. The subscription price of €5.55 per New Share represents a discount to TERP (theoretical ex-rights price) of approx. 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.€1.8 billion (the “Rights Issue” or, the “Offering”).ģ28,910,448 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). 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. 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. THE CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE. THE PRICE AND VALUE OF SECURITIES OF THE COMPANY CAN GO DOWN AS WELL AS UP. ![]() THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING ANY INVESTOR'S DECISION OR OPTIONS WITH RESPECT TO THE OFFERING (AS DEFINED BELOW). 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. 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. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES OR OTHER SECURITIES. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION OR FORWARDING, 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.
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