TUI AG: Publication of Circular containing a Notice of General Meeting, Proposed Reduction of Nominal Value and Capital Increase and Proposed Approval of Convertible Silent Participation

DJ TUI AG: Publication of Circular containing a Notice of General Meeting, Proposed Reduction of Nominal Value and Capital Increase and Proposed Approval of Convertible Silent Participation

TUI AG (TUI) 
TUI AG: Publication of Circular containing a Notice of General Meeting, 
Proposed Reduction of Nominal Value and Capital Increase and Proposed 
Approval of Convertible Silent Participation 
 
14-Dec-2020 / 15:56 CET/CEST 
Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
                                   TUI AG 
 
      Publication of Circular containing a Notice of General Meeting, 
 
   Proposed Reduction of Nominal Value and Capital Increase and Proposed 
                Approval of Convertible Silent Participation 
 
                                                            14 December 2020 
 
  On 2 December 2020 TUI AG (the Company) announced it had agreed a €1.8 
  billion financing package (the Financing Package) with the German Economic 
 Support Fund (Wirtschaftsstabilisierungsfond) (the WSF), Unifirm Limited, a 
syndicate of underwriting banks and KfW to enable the Company to improve its 
         liquidity position, repay indebtedness and meet its general capital 
                                                               requirements. 
 
      The Company has today published a circular (the Circular) containing a 
        notice of an extraordinary general meeting (the General Meeting) for 
  shareholders to consider, and if thought fit, approve resolutions relating 
 to the Company's share capital and the grant of instruments with conversion 
      or subscription rights to shares in the Company in connection with the 
                                                          Financing Package. 
 
      The General Meeting will be held at 10:00 a.m. GMT (11:00 a.m. CET) on 
Tuesday, 5 January 2021, and will be conducted as a virtual meeting from the 
     registered office of the Company, Karl-Wiechert-Allee 4, 30625 Hanover, 
Germany. On 14 December 2020 the Company issued an invitation to the General 
                 Meeting to its shareholders (as required under German law). 
 
   Any capitalised terms used but not otherwise defined in this announcement 
                                   have the meaning set out in the Circular. 
 
 The Financing Package comprises a number of elements, including a reduction 
     of the Company's share capital (without merging shares), followed by an 
 increase in the share capital of the Company by way of a fully underwritten 
                                 rights issue (the Rights Issue) as follows: 
 
1) a reduction of the registered share capital (Grundkapital) of the 
Company from €1,509,372,235.83 to €590,415,100.00 in order to 
reduce the pro rata amount of the share capital attributable to each 
no-par value share from currently approximately €2.56 to precisely 
€1.00 (the Nominal Share Amount Reduction); 
 
2) an increase in the registered share capital (Grundkapital) of the 
Company by €508,978,534.00, divided into 508,978,534 Shares in the 
capital of the Company with a nominal value notionally allocated to each 
such share of €1.00, to an aggregate share capital of 
€1,099,393,634.00 divided into 1,099,393,634 Shares in with a nominal 
value notionally allocated to each Share in the capital of the Company of 
€1.00 (the Capital Increase). 
 
       In order to effect the Nominal Share Amount Reduction and the Capital 
 Increase, the Shareholders are required to approve the relevant Resolutions 
    relating to the Nominal Share Amount Reduction and the Capital Increase, 
               which will be put to the Shareholders at the General Meeting. 
 
    The Financing Package also includes, amongst other things, a convertible 
   German law 'silent participation' (stille Beteiligung) private instrument 
 (the Convertible Silent Participation) which will be issued to the WSF in a 
    single tranche of €420 million. The Convertible Silent Participation 
 will give the WSF (or its legal successor, e.g., following an assignment) a 
    right at any time to convert into shares in the Company at €1.00 per 
     share, provided that the WSF's conversion rights under such Convertible 
    Silent Participation and/or a warrant instrument it is currently holding 
will be subject to a cap on the WSF's shareholding in the Company of no more 
              than 25% plus one share in the Company's issued share capital. 
 
         The Shareholders are required to approve at the General Meeting the 
           Resolution authorising the Company to grant the conversion rights 
 contemplated in the Convertible Silent Participation, before the instrument 
can be issued to the WSF, and to conditionally increase the registered share 
                                                     capital (Grundkapital). 
 
  The two Resolutions relating to the Nominal Share Amount Reduction and the 
      Capital Increase and the Resolution relation to the Convertible Silent 
  Participation are all required to be approved by the Shareholders in order 
                                for the Financing Package to be implemented. 
 
       A copy of the Circular, including the notice of General Meeting, will 
                          shortly be made available in the Company's website 
      www.tuigroup.com/en-en/investors/agm [1] and submitted to the National 
             Storage Mechanism, where it will be available for inspection at 
                 https://data.fca.org.uk/#/nsm/nationalstoragemechanism [2]. 
 
                                    For further information, please contact: 
 
ANALYST & INVESTOR ENQUIRIES 
 
Mathias Kiep, Group Director Investor Relations 
and Corporate Finance 
Tel: [phone]/ 
[phone] 
 
Nicola Gehrt, Director, Head of Group Investor Relations Tel: [phone] 
1435 
 
Contacts for Analysts and Investors in UK, Ireland and Americas 
Hazel Chung, Senior Investor Relations Manager Tel: [phone] 
Corvin Martens, Senior Investor Relations Manager Tel: [phone] 
 
Contacts for Analysts and Investors in Continental Europe, Middle East and 
Asia 
Ina Klose, Senior Investor Relations Manager Tel: [phone] 
 
Media 
Kuzey Alexander Esener, Head of Media Relations Tel: [phone] 
 
ISIN:           DE000TUAGXXX 
Category Code:  NOG 
TIDM:           TUI 
LEI Code:       529900SL2WSPV293B552 
OAM Categories: 3.1. Additional regulated information required to be 
                disclosed under the laws of a Member State 
Sequence No.:   89680 
EQS News ID:    1154980 
 
End of Announcement EQS News Service 
 
 
1: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=6ebf606b5d328fd471791eb2a3f108f4&application_id=1154980&site_id=vwd&application_name=news 
2: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=1e84eb6c3310c93f7fb161c09372521b&application_id=1154980&site_id=vwd&application_name=news 
 

(END) Dow Jones Newswires

December 14, 2020 09:56 ET (14:56 GMT)