Tui Ag · XETR:TUI1
Tui — IPO Roadshow (March 2023)
30 slides from Tui's IPO roadshow presentation, Mar 24, 2023
Slide 1: TUI Group Capital Increase
TUI GROUP CAPITAL INCREASE Strengthening balance sheet to position TUI for the future March 2023
Slide 2: Disclaimer
DISCLAIMER NOT FOR DISTRIBUTION, RELEASEOR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES This presentation may not be published, distributed or transmitted in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United A
Slide 3: Agenda
AGENDA 1 Transaction Overview 2 TUI transformation & recovery 3 Capital structure development 4 Strategic growth priorities & mid-term ambitions
Slide 4: CEO quote on repayment of government support
“Our commitment remains: a speedy repayment of the government support and strengthening our balance sheet – the proceeds of the capital increase will enable us to execute what we have promised. TUI’s focus continues to be on driving profitable growth”. TUI Group CEO Sebastian Ebel 4
Slide 5: Summary transaction overview
Summary transaction overview • Offering size: €1.8bn proceeds Offering Details • Subscription price: €5.55 • Number of new shares to be issued: 328.9m (corresponding to the 69% shares attributable to the free-float) • Fully underwritten capital increase by banking syndicate with pre-emptive rights f
Slide 6: Capital increase timeline
Capital increase timeline Expected Transaction Timeline and Key Milestones 24 Mar 2023 28 Mar 2023 12 Apr 2023 17 Apr 2023 18 Apr 2023 24 Apr 2023 Publication of Shares trade ex-rights for both German German subscription period Announcement of take-up Closing prospectus London and German lines. subs
Slide 7: Agenda
AGENDA 1 Transaction Overview 2 TUI transformation & recovery 3 Capital structure development Strategic growth priorities & mid-term ambitions 4
Slide 8: Transformation of TUI and recovery from COVID-19 crisis
Transformation of TUI and recovery from COVID-19 crisis 2014 2015+ 2020-2021 2022 2023+ TUI Travel Building COVID-19 Recovery Return to Integration Holiday crisis growth Experiences Focus on execution 8
Slide 9: TUI's Q1 results recap
TUI’s Q1 results recap • Strong improvement in Und. EBIT yoy with almost all segments contributing • Markets & Airlines with encouraging booking momentum across both seasons with capacity expected to be close to normalised levels • Summer 2023 up +20% year-on-year and at 89% of pre-pandemic levels w
Slide 10: Markets & Airlines – Encouraging booking momentum across both seasons
Markets & Airlines – Encouraging booking momentum per 5 February across both seasons with capacity expected to be close to normalised levels W22/23 Cumulative Net bookings as % of W18/19 4.0m bookings, +1.3m added since FY22 12M 105% 100% +3%pts Vs 18/19 Vs 21/22 90% 87% W22/23 L4W W22/23 84% BOOKIN
Slide 11: Markets & Airlines – Bookings in the 4 weeks to 5 February +10%
Markets & Airlines – Bookings in the 4 weeks to 5 February +10% above pre-pandemic levels & record booking days online achieved Net daily Summer 23 bookings vs. Jan 19 L4Ws +10% Bookings overall in the last four weeks +10% 180% above pre-pandemic levels at higher prices 160% 160% 140% 120% Record bo
Slide 12: Holiday Experiences – Positive trading momentum continues
Holiday Experiences – Positive trading momentum per 5 February continues HOLIDAY EXPERIENCES Versus 2022 23 H11 23 H21 Trading Environment • Occ. % in H1 well ahead of PY at 71% (PY 56%) with encouraging HOTELS & indications for H2 at 33% (PY 26%), driven by RIU & Robinson Avail. Bed Nights2 +1% +4%
Slide 13: TUI exits the pandemic well positioned for FY23 and beyond
TUI exits the pandemic well positioned for FY23 and beyond – Growth initiatives combined with higher flexibility, lower risks & cost base MULTI-YEAR GROWTH INDUSTRY STRATEGIC GROWTH PRIORITIES Grow market share, new products, new Tourism sector growing above GDP customers by scaling digital infrastr
Slide 14: Agenda
AGENDA 1 Transaction Overview 2 TUI transformation & recovery 3 Capital structure development 4 Strategic growth priorities & mid-term ambitions
Slide 15: Execution of WSF agreement to emerge stronger
Execution of WSF agreement to emerge stronger in an attractive, long- term growth sector Capital increase of ~€1.8bn to repay state aid & to strengthen the balance sheet 1 2 WSF SP I & Warrant bond repayment KfW RCF reduction • Repay nominal €479m Silent Participation I & • Full repayment of current
Slide 16: Capital increase impact on balance sheet
Capital increase impact on balance sheet Capital increase assumed to deliver a pro-forma Net Overall structure & implications Leverage Ratio below FY19 level in €bn Sources & Uses Net Debt Net Debt Proceeds +1.8 3.4 FY22 Q4 Excl. Boeing MAX In addition, SP I cost impact 1.4x2 repaid 2.8x Warrant Bon
Slide 17: Capital increase to support sustainable leverage ratio
Capital increase to support sustainable leverage ratio Capital increase to accelerate Gross Leverage Ratio1 down to ~3.0x • Capital increase allows to restore balance sheet strength • Pro-forma gross leverage ratio for FY23 ~3x In addition, SP I repaid Excl. Boeing MAX • Reduce net debt and interest
Slide 18: A strong balance sheet enables TUI to focus on growth
A strong balance sheet enables TUI to focus on growth & further market recovery Capital increase is expected to ✓ Strengthen balance sheet • Reduce gross leverage to well below 3x in the mid-term • Reduce pro-forma 12 months net interest/including SP I dividend by c. €80-90m • Lower cost of capital
Slide 19: Agenda
AGENDA 1 Transaction Overview 2 TUI transformation & recovery 3 Capital structure development 4 Strategic growth priorities & mid-term ambitions
Slide 20: Tourism sector fundamentals remain attractive – strategic priorities
Tourism sector fundamentals remain attractive – our strategic priorities position us well for growth TRAVEL IS A MEGA TREND STRATEGIC PRIORITIES Tourism growth above GDP – a multi-year growth industry Grow New New market products customers share Favourable demographic supported by high disposable in
Slide 21: Growth across the Group embedded in one central customer ecosystem
Growth across the Group embedded in one central customer ecosystem Markets & Airlines Holiday Experiences Our opportunities Our opportunities ➢ Grow market share in our traditional Wholesale package ➢ Developing our strong hotels & cruise brands market – be more agile & more competitive ➢ Grow throu
Slide 22: Sustainability as opportunity
Sustainability as opportunity New Sustainability Agenda • Commitment to achieve net-zero emissions well before 2050 • 2030 Science-based targets validated by the SBTi for our Airline, Cruise and Hotel & Resorts - 24% -27.5% - 46.2% Reduce airline CO2e per Reduce absolute CO2e from Reduce absolute CO
Slide 23: Clear mid-term strategy to capture future market growth potential
Clear mid-term strategy to capture future market growth potential - Grow market share, New products & New customers Accelerate profitable growth OUR FY23 ASSUMPTIONS With new customer segments & more product sales ➢ Revenue1 expected to further increase strongly ➢ Und. EBIT1 expected to increase sig
Slide 24: Appendix
APPENDIX
Slide 25: Deriving the Theoretical Ex-Rights Price (TERP)
Deriving the Theoretical Ex-Rights Price (TERP) for the TUI rights issue On 28 March 2023 various data providers initially applied an incorrect adjustment factor of 0.5295 to TUI’s historical share/DI prices, as they did not consider the exclusion of the sanctioned shareholder in the ongoing rights
Slide 26: Capital increase glossary and terms
Capital increase glossary and terms Capital Increase Terms Capital Increase Glossary Subscription Targeted proceeds €1.8bn Price • The price at which new shares in the capital increase are offered • Tradable securities issued to all existing (non-sanctioned) holders pro-rata Subscription price €5.55
Slide 27: Capital increase impact on balance sheet (details)
Capital increase impact on balance sheet (details) Resulting net debt overview in €bn Balance sheet items FY22 Q4 PF FY22 Q4 Lease Liabilities under IFRS161 3.2 3.2 WSF bond (Nominal Value: €59m) 0.1 - Convertible Bond (Nominal Value: €590m) 0.5 0.5 Liabilities to banks 1.4 0.8 SSD (Nominal Value: €
Slide 28: Actions taken to restore TUI's strength
Actions taken to restore TUI’s strength and position for our further growth objectives in a period of macro uncertainty COVID-19 Ukraine / Energy Crisis / Inflation & Interest Rates 2020 2021 2022 2023 ✓ Agreement on 1st ✓ Initial capital increase of ✓ First return of credit lines to ✓ AGM approval
Slide 29: Treatment of sanctioned stake
Treatment of sanctioned stake Based on Prospectus Alexey Mordashov controls Unifirm and Severgroup, who together currently hold 30.91% of the issued share capital in TUI AG Unifirm and Severgroup are prohibited from exercising any rights from the shares they hold in TUI due to incorrect voting right
Slide 30: Analyst and investor enquiries
ANALYST AND INVESTOR ENQUIRIES Nicola Gehrt, Group Director Investor Relations Tel: +49 (0)511 566 1435 Adrian Bell, Senior Investor Relations Manager Tel: +49 (0)511 566 2332 James Trimble, Investor Relations Manager Tel: +44 (0)1582 315 293 Stefan Keese, Investor Relations Manager Tel: +49 (0)511