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Allen & Overy advises TUI on placement of new shares from cash capital increase with gross proceeds of approximately EUR 425 million

Allen & Overy is advising TUI AG (TUI) on the successful placement of 162,291,441 new no par value ordinary registered shares (New Shares) with institutional investors at a placement price of EUR 2.62 per New Share by way of an accelerated bookbuilding, resulting in gross proceeds of approximately EUR 425 million. The company will increase its current share capital by approximately 10% from EUR 1,622,914,412.00 to EUR 1,785,205,853.00 through a partial exercise of its authorised capital. Shareholders' subscription rights were excluded.

TUI intends to use the net proceeds from the capital increase and existing cash resources to repay in full the Silent Participation II of EUR 671 million from the German government (Economic Stabilisation Fund, "ESF").

The New Shares are scheduled to be admitted without a prospectus to the premium listing segment of the Official List of the FCA 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 Hannover 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 to commence on or around 24 May 2022. Delivery of the New Shares to investors is expected to occur on 24 May 2022.

The Allen & Overy team is led by partner Dr Knut Sauer (Frankfurt) and includes partner Dr Hans Diekmann (Düsseldorf) as well as senior associates Nadine Kämper (Frankfurt) and Dorothée Kupiek (Düsseldorf, all Capital Markets).

Partner Michael Bloch and associate Will Johnson (both Corporate, both London) are advising on English law issues. The London team further comprises partner Jeff Hendrickson and US law clerk Isidora Parga (both US Corporate Finance).

TUI is advised in-house by Mark Hoepfner (Senior Legal Counsel).