Shareholder Loan Refinancing
29 Settembre 2009 - 8:01AM
UK Regulatory
TIDMTT.
RNS Number : 8195Z
TUI Travel PLC
29 September 2009
29 September 2009
TUI TRAVEL PLC
TUI Travel Shareholder Loan Refinancing
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (OR
TO US PERSONS), CANADA, JAPAN, JERSEY, AUSTRALIA OR IN ANY OTHER JURISDICTION IN
WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
TUI Travel PLC ("TUI Travel") today announces a number of financing measures
that, together with existing facilities, will enable it to refinance its
shareholder loan with TUI AG that currently amounts to approximately
GBP900 million. These measures include:
+-----+--------------------------------------------------------------------+
| * | Raising approximately GBP440 million of financing through the |
| | issue of a convertible bond and additional bank facilities. |
| | |
+-----+--------------------------------------------------------------------+
| * | Deferring repayment of GBP150 million of the shareholder loan |
| | beyond the 2011 seasonal peak in net debt (April 2011) as part of |
| | a rescheduling of the repayment profile of the loan. |
+-----+--------------------------------------------------------------------+
In addition, TUI Travel also announces the creation of a strategic venture with
Sunwing, a leading tour operator in the Canadian market, for consideration of
approximately GBP55 million.
Separately, TUI Travel is today issuing a pre-close announcement which confirms
that trading is in line with the previous statement issued on 12 August and also
contains further information on acquisitions and other strategic initiatives.
Convertible Bond Issue
The Group announces today that it intends to offer approximately GBP300 million
of senior unsecured convertible bonds due 2014 (the "Convertible Bonds") to
international institutional investors (the "Offering"), which will be
convertible into fully paid ordinary shares of TUI Travel (the "Shares").
The Convertible Bonds will be convertible into approximately 7 to 8 per cent of
the Shares.
Summary of the key terms:
+-------------------------------+----------------------------------------+
| Size | c. GBP300m |
+-------------------------------+----------------------------------------+
| Maturity | October 2014 |
+-------------------------------+----------------------------------------+
| Coupon | 6.00 to 6.75 per cent |
+-------------------------------+----------------------------------------+
| Option Premium | 28 to 33 per cent above reference |
| | share price |
+-------------------------------+----------------------------------------+
| Call Option | After 3 years / subject to 130 per |
| | cent trigger1 |
+-------------------------------+----------------------------------------+
| Dividend Protection | Partial (see schedule on page 4) |
+-------------------------------+----------------------------------------+
1 Of conversion price
TUI AG, the Group's majority shareholder which holds or controls approximately
51.6% of the Shares in TUI Travel, will not participate in the Offering. TUI AG
intends, however, to maintain its interest in the majority of the Shares and
therefore intends to acquire further Shares in the market in order to avoid
potential dilution of its majority interest pursuant to any future exercise of
conversion rights under the Convertible Bonds. It is expected that TUI AG will
wish to acquire approximately 2.5 per cent of the existing Shares in TUI Travel
for this purpose, assuming that the Convertible Bonds will be convertible into
Shares equal to 8 per cent of the existing issued Shares. However, if the
Convertible Bonds are convertible into a greater or lesser number of Shares, the
Shares that TUI AG may wish to acquire may be increased or reduced accordingly
to ensure that the total number of Shares to be acquired by TUI AG is sufficient
to prevent potential dilution of its majority shareholding. Such acquisitions
are expected to commence with immediate effect.
Additional Credit Facilities
TUI Travel has received commitments from a syndicate of five banks to provide
additional revolving credit facilities of GBP140 million, maturing in June 2012.
The interest cost on the facilities is LIBOR plus 325 basis points on drawn
amounts and there is an upfront arrangement fee of 1%.
Amendment to the terms of the Shareholder loan
TUI Travel's existing shareholder loan from TUI AG currently amounts to
approximately GBP900 million. This is due for repayment by 15 January 2011.
Under the terms of the shareholder loan, TUI Travel is required to repay amounts
owed in the event that new external finance is raised. TUI Travel and TUI AG
have agreed an amendment to the original agreement and TUI AG has agreed to
waive in part the mandatory repayment obligation. A new repayment schedule has
also been agreed as set out below, including a deferral of a final payment of
GBP150 million until after our 2011 seasonal peak in net debt1:
+--------------------------------------------------------+-------------------------------------------------------------------+
| 30 | GBP92 |
| September | million |
| 2009 | |
+--------------------------------------------------------+-------------------------------------------------------------------+
| 1 | GBP229 |
| April | million |
| 2010 | |
+--------------------------------------------------------+-------------------------------------------------------------------+
| 1 | GBP467 |
| December | million2 |
| 2010 | |
+--------------------------------------------------------+-------------------------------------------------------------------+
| 30 | GBP150 |
| April | million |
| 2011 | |
+--------------------------------------------------------+-------------------------------------------------------------------+
1 Actual repayments are in Euro; sterling figures are approximate
2 Adjusted for any further movements in the balance due prior to that date
In addition to the refinancing raised today, the remainder of the shareholder
loan will be repaid using existing cash and bank facilities.
Acquisitions
As well as refinancing the shareholder loan, the raising of financing will allow
us to continue our successful acquisition strategy. In the current financial
year, we have spent c.GBP120 million on 14 acquisitions and joint ventures and
will spend a further c.GBP55 million creating the strategic venture in Canada
which we have announced today. Further information on this transaction is
provided in a separate Pre-Close Trading Update announcement.
Conference Call
A conference call for analysts and investors will take place today at 9.30am
(BST). The dial-in arrangements for the call are as follows:
+---------------------+--------------------------------------------------------+
| Telephone: | +44 (0) 1452 555 566 |
+---------------------+--------------------------------------------------------+
| Participant Code: | 32839622 |
+---------------------+--------------------------------------------------------+
A recording of the conference call will be available on:
+---------------------+--------------------------------------------------------+
| Telephone: | +44 (0) 1452 550 000 |
+---------------------+--------------------------------------------------------+
| Participant Code: | 32839622# |
+---------------------+--------------------------------------------------------+
Enquiries:
+-----------------------------------------------+------------------------+
| TUI Travel | |
| Paul Bowtell , Chief Financial Officer | +44 (0) 1293 645 713 |
| Andy Jones, Director of Finance & Investor | +44 (0) 1293 645 795 |
| Relations | +44 (0) 1293 645 795 |
| Paul Rushton, Head of Investor Relations | +44 (0) 1293 645 774 |
| Lesley Allan, Corporate Communications | |
| Director | |
+-----------------------------------------------+------------------------+
| Deutsche Bank | |
| Simon Roue / Charles Wilkinson / Mumtaz | +44 (0) 207 545 8000 |
| Naseem | |
| | |
+-----------------------------------------------+------------------------+
| RBS Hoare Govett Limited | |
| Julian Hall | +44 (0) 207 678 1495 |
| Neil Collingridge | +44 (0) 207 678 1692 |
| Hugo Fisher | +44 (0) 207 678 7500 |
| | |
+-----------------------------------------------+------------------------+
| HSBC | |
| Tom Lanners | +44 (0) 207 991 1514 |
| | |
+-----------------------------------------------+------------------------+
| Société Générale Corporate & Investment | |
| Banking | +33 (0) 1 42 13 74 95 |
| Jose Antonio Gagliardi | +33 (0) 1 42 13 62 45 |
| Marie-Ange Carrere | |
| | |
+-----------------------------------------------+------------------------+
| UniCredit Group | |
| Stephan Eckhardt | + 44 (0) 207 826 1611 |
| Mark Coxon | + 44 (0) 207 826 7926 |
| | |
+-----------------------------------------------+------------------------+
| Hudson Sandler | |
| Jessica Rouleau / Kate Hough | +44 (0) 207 796 4133 |
+-----------------------------------------------+------------------------+
Further information on the convertible bond
The Convertible Bonds will be issued at 100% of their principal amount and
unless previously redeemed, converted or purchased and cancelled, will mature on
the fifth anniversary of the issue of the Convertible Bonds in 2014. The issuer
will have the option to call the Convertible Bonds after three years from
issuance at the principal amount, together with accrued interest, if the market
price of the shares deliverable on conversion of the convertible bonds would
exceed 130 per cent of the principal amount of the Convertible Bonds over a
specified period.
The final size and final terms of the Offering will be determined at the time of
pricing (expected to be later today), with closing and settlement expected on or
about 5 October 2009.
The Convertible Bond issue is subject to an increase option in line with common
market practise and is targeting institutional investors outside interalia, the
United States.
The Convertible Bonds are expected to carry a coupon of between 6.00% and 6.75%
per annum payable semi-annually in arrear, and the conversion price is expected
to be set at a premium of between 28% and 33% to the volume weighted average
price of the Shares from launch to pricing.
A partial dividend protection schedule will be in place based on the 2008 full
year dividend of 9.7p plus c. 8% growth to 10.5p in 2009 and 5% per annum
thereafter for the remainder of the term.
TUI Travel has appointed Deutsche Bank, HSBC, RBS Hoare Govett Ltd, Société
Générale Corporate & Investment Banking and UniCredit Group as joint
bookrunners.
Lazard has acted as the TUI Travel's independent financial advisor on this
transaction.
Application will be made for the Convertible Bonds to be admitted to listing on
the Official List of the UK Listing Authority and admitted to trading on the
Professional Securities Market of the London Stock Exchange.
General information
This announcement does not constitute or form part of an offer to sell or the
solicitation of an offer to subscribe for or otherwise acquire any securities.
The securities have not been and will not be registered under the U.S.
Securities Act of 1933 and are subject to U.S. tax law requirements.
Accordingly, these securities may not be offered, sold or delivered in the
United States or to or for the account of U.S. persons.
This press release is for information only and does not constitute an offer to
sell, subscribe, purchase, exchange or transfer any securities or a solicitation
of any such offer. This communication is directed only at persons who (i) are
outside the United Kingdom or (ii) have professional experience in matters
relating to investments or (iii) are persons falling within Article 49 (2(a) to
(d) ("high net worth companies, unincorporated associations etc") of The
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all
such persons together being referred to as "relevant persons"). This
communication must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this communication
relates is available only to relevant persons and will be engaged in only with
relevant persons.
Terms and Conditions
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS (EACH AS DEFINED IN
REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED ("REGULATION S").
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY
OFFER TO BUY CONVERTIBLE BONDS, NOR SHALL THERE BE ANY OFFER OF CONVERTIBLE
BONDS IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE
CONVERTIBLE BONDS OR OTHER SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT
BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS (EACH AS DEFINED IN REGULATION
S) ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
THERE WILL BE NO PUBLIC OFFER OF THE CONVERTIBLE BONDS IN THE UNITED STATES. IN
ADDITION, THE CONVERTIBLE BONDS ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS AND MAY
NOT BE SOLD TO U.S. PERSONS.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY CONVERTIBLE BONDS.
THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED
KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), (II) HIGH NET WORTH
ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE READ, ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. BY READING THIS
ANNOUNCEMENT, THE READER ACKNOWLEDGES THAT IT IS A PERSON EITHER (I) OUTSIDE THE
UNITED KINGDOM OR (II) FALLING WITHIN ONE OF THE FOREGOING CATEGORIES.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS ANNOUNCEMENT AND
ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE DIRECTIVE 2003/71/EC
(THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS") AND PURSUANT TO THE
RELEVANT IMPLEMENTING RULES AND REGULATIONS ADOPTED BY EACH RELEVANT MEMBER
STATE. ANY PERSON IN THE EEA OTHER THAN THE UNITED KINGDOM WHO ACQUIRES THE
CONVERTIBLE BONDS IN ANY OFFER (AN "INVESTOR") OR TO WHOM ANY OFFER OF
CONVERTIBLE BONDS IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT
IS A "QUALIFIED INVESTOR", (AS DEFINED ABOVE). ANY INVESTOR WILL ALSO BE DEEMED
TO HAVE REPRESENTED AND AGREED THAT (I) ANY CONVERTIBLE BONDS ACQUIRED BY IT IN
THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN
QUALIFIED INVESTORS, OR PERSONS IN THE UK AND OTHER MEMBER STATES (WHERE
EQUIVALENT LEGISLATION EXISTS) FOR WHOM THE INVESTOR HAS AUTHORITY TO MAKE
DECISIONS ON A WHOLLY DISCRETIONARY BASIS AND (II) THE CONVERTIBLE BONDS HAVE
NOT BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS
WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE ISSUER OR THE
JOINT BOOKRUNNERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS
DIRECTIVE. THE ISSUER, THE JOINT BOOKRUNNERS AND ANY OF THEIR RESPECTIVE
AFFILIATES, AND OTHERS, WILL RELY UPON THE TRUTH AND ACCURACY OF THE FOREGOING
REPRESENTATIONS AND AGREEMENTS.
THIS ANNOUNCEMENT IS NOT A SUMMARY OF THE OFFERING AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE OFFERING CIRCULAR TO BE PREPARED IN CONNECTION WITH
THE OFFERING (THE "OFFERING CIRCULAR"). THIS ANNOUNCEMENT DOES NOT PURPORT TO
IDENTIFY OR SUGGEST THE RISKS (DIRECT OR INDIRECT) WHICH MAY BE ASSOCIATED WITH
AN INVESTMENT IN THE CONVERTIBLE BONDS. EACH INVESTOR SHOULD READ THE OFFERING
CIRCULAR FOR MORE COMPLETE INFORMATION REGARDING THE CONVERTIBLE BONDS BEFORE
MAKING AN INVESTMENT DECISION.
THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE ISSUER AND NO ONE ELSE IN
CONNECTION WITH THE CONVERTIBLE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER
PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE
JOINTBOOKRUNNERS, OR FOR PROVIDING ADVICE IN RELATION TO THE CONVERTIBLE BONDS.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR
IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE
JOINT BOOKRUNNERS, OR BY ANY OF THEIR AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS
AS TO OR IN RELATION TO THE ACCURACY, COMPLETENESS OR VERIFICATION OF THIS
ANNOUNCEMENT, THE OFFERING CIRCULAR, PUBLICLY AVAILABLE INFORMATION ON THE
ISSUER OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY INTERESTED
PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFOR IS HEREBY EXPRESSLY DISCLAIMED.
IN CONNECTION WITH THE OFFERING, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE
AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO ASSET SWAPS, CREDIT
DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE CONVERTIBLE BONDS
AND/OR THE UNDERLYING ORDINARY SHARES AT THE SAME TIME AS THE OFFER AND SALE OF
THE CONVERTIBLE BONDS OR IN SECONDARY MARKET TRANSACTIONS. THE JOINT BOOKRUNNERS
AND ANY OF THEIR RESPECTIVE AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT
POSITIONS IN OR BUY AND SELL SUCH SECURITIES OR DERIVATIVES OR THE UNDERLYING
ORDINARY SHARES. NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS OTHER THAN AS
REQUIRED BY APPLICABLE LAWS AND DIRECTIVES.
IN CONNECTION WITH THE OFFERING, THE JOINT BOOKRUNNERS AND ANY OF THEIR
RESPECTIVE AFFILIATES ACTING AS AN INVESTOR FOR THEIR OWN ACCOUNT MAY TAKE UP
CONVERTIBLE BONDS OR THE UNDERLYING ORDINARY SHARES AND IN THAT CAPACITY MAY
RETAIN, PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH SECURITIES AND ANY
SECURITIES OF THE ISSUER OR ANY RELATED INVESTMENTS AND MAY OFFER OR SELL SUCH
SECURITIES OR OTHER INVESTMENTS OTHERWISE THAN IN CONNECTION WITH THE OFFERING.
THE JOINT BOOKRUNNERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH
INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR
REGULATORY OBLIGATION TO DO SO.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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