TUI AG (TUI) TUI AG announces further strengthening of its balance sheet via fully underwritten c.EUR1.1 bn capital increase 06-Oct-2021 / 07:05 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 OR DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN OR IN-TO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPEC-TUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING 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 THE INFORMATION CONTAINED IN THE PROSPECTUS OR THE INTERNATIONAL OFFERING CIRCULAR.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING ANY INVESTOR'S DECI-SION OR OPTIONS WITH RESPECT TO THE OFFERING (AS DEFINED BELOW). THE PRICE AND VALUE OF SE-CURITIES OF THE COMPANY CAN GO DOWN AS WELL AS UP. PAST PERFORMANCE IS NOT A GUIDE TO FU-TURE PERFORMANCE. THE CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE. EACH SHAREHOLDER OR PROSPECTIVE INVESTOR SHOULD CON-SULT HIS, HER OR ITS OWN INDEPENDENT LEGAL ADVISER, BUSINESS ADVISER, FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE.

TUI AG announces further strengthening of its balance sheet via fully underwritten c.EUR1.1 bn capital increase

Inside information pursuant 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, 6-Oct-2021.

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.EUR1.1bn (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 EUR2.15 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 EUR375.0 million, and (ii) second under the Cash Facility, under which as at 4 October 2021 the Company had drawn EUR1,486.5 million.

As a result, taking into account the expected net proceeds of the Offering of around EUR1,099.5 million, the current drawings under the KfW Facility would be reduced by EUR375.0 million to zero and the current drawings under the Cash Facility would be reduced by the remaining net proceeds of EUR724.5 million to EUR762.0 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. For further information, please contact:

ANALYST & INVESTOR ENQUIRIES 


Mathias Kiep, Group Director Investor Relations,         Tel: +44 (0)1293 645 925/ 
Controlling & Corporate Finance                          Tel: +49 (0)511 566 1425 
 
Nicola Gehrt, Director, Head of Group Investor Relations Tel: +49 (0)511 566 1435 
Contacts for Analysts and Investors in UK, Ireland and Americas 
Hazel Chung, Senior Investor Relations Manager           Tel: +44 (0)1293 645 823 
Contacts for Analysts and Investors in Continental Europe, Middle East and Asia 
Ina Klose, Senior Investor Relations Manager             Tel: +49 (0)511 566 1318 
Media 
Kuzey Alexander Esener, Head of Media Relations          Tel: + 49 (0)511 566 6024 Important Notices 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 are being offered and sold by way of private placements (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.

This announcement is an advertisement and not a prospectus for the purposes of Prospectus Regulation (Regulation (EU) 2017/1129) (the Prospectus Regulation) and the UK Prospectus Regulation (Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) (the UK Prospectus Regulation). The public offering of certain Securities in Germany and the United Kingdom will be made exclusively by means of and on the basis of the German Prospectus, when published, of the Company, when it has been approved by the BaFin in Germany, and on the basis of the UK Prospectus, when published, of the Company when it has been approved by the FCA in the United Kingdom, in each case which approval should not be understood as an endorsement of any Securities offered. Investors must not subscribe for or purchase any Securities referred to in this announcement except on the basis of information contained in the German Prospectus or UK Prospectus, as applicable, published, or the international offering circular issued, by the Company in connection with the Offering, as the case may be (together with any amendments or supplements thereto), and should read the German Prospectus, UK Prospectus or the international offering circular, as the case may be (together with any amendments or supplements thereto) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Securities.

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October 06, 2021 01:05 ET (05:05 GMT)