Kuoni Reisen Holding AG / Key word(s): Acquisition
28.04.2011 07:00

Release of an ad hoc announcement pursuant to Art. 72 KR

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(NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA)
Kuoni Travel Holding Ltd. published further details about the announced capital increase today. New registered shares will be offered to existing shareholders of Kuoni with a subscription ratio of 5 new shares for 16 existing shares. The subscription price for the new registered shares 'B' was fixed at CHF 270. Kuoni expects to raise gross proceeds of CHF 257 million. The subscription rights for the new registered shares 'B' will be traded on the SIX Swiss Exchange beginning on May 2, 2011. With the proceeds of the capital increase the acquisition of Gullivers Travel Associates (GTA) will be partly refinanced.

A total of 892,500 new registered shares 'B' and of 297,500 new registered shares 'A' will be issued out of Kuoni's authorised share capital. After the capital increase, Kuoni will have a share capital of CHF 3,998,400 divided into 3,748,500 registered shares 'B' and 1,249,500 registered shares 'A'.

Holders of registered shares 'B' will receive one subscription right for every share they hold at the cut-off date on 29 April 2011 (after close of trading). 16 subscription rights entitle the holder to purchase 5 new registered shares 'B' at a subscription price of CHF 270 per share.
The subscription rights of the registered shares 'B' will be traded on the SIX Swiss Exchange from 2 May 2011 until 6 May 2011 and will be exercisable from 2 May 2011 until 9 May 2011, 12:00 noon (CEST). The trading in new registered shares 'B' is expected to commence on 10 May 2011. Delivery of the new registered shares 'B' against payment of the subscription price is expected to occur on 12 May 2011. The offering memorandum relating to the rights offering and the new registered shares is expected to be available beginning on 2 May 2011.

The Kuoni and Hugentobler-Foundation has committed to subscribe to all new registered shares 'A' for an amount of CHF 16.1 million and will thus retain a share of the capital of 6.25%. Following the capital increase, this will continue to correspond to 25% of voting rights.
Subject to customary conditions, Credit Suisse, as Global Coordinator and Sole Bookrunner, and together with Commerzbank, as Lead Managers, have fully underwritten the new registered shares 'B' and been mandated with the discounted rights offering of the registered shares 'B' to the existing Kuoni shareholders in line with the terms outlined above.

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Information and Explaination of the Issuer to this News:
Disclaimer:

This document does neither constitute an offer to buy or to subscribe for securities of Kuoni Travel Holding Ltd. nor a prospectus within the meaning of applicable Swiss law. Investors should make their decision to buy or to subscribe to securities solely based on the official offering memorandum which is expected to be published as of 2 May 2011 by Kuoni Travel Holding Ltd. and available free of charge from Credit Suisse AG, Zurich, Switzerland (Facsimile +41 44 333 35 93, E-mail:
equity.prospectus@credit-suisse.com). Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.

This publication may contain specific forward-looking statements, e.g. statements including terms like 'believe', 'assume', 'expect', 'forecast', 'project', 'may', 'could', 'might', 'will' or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. Kuoni shares have not been and will not be registered under the US Securities Act of 1933 (the 'Securities Act') or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Kuoni Shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States. The Kuoni shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Kuoni shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'relevant persons'). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.




LAURENCE BIENZ
Head of Investor Relations
Kuoni Travel Holding Ltd.
Neue Hard 7
CH-8010 Zurich 
T +41 (0)44 277 4529
laurence.bienz@kuoni.com




28.04.2011 News transmitted by EquityStory AG. 
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Language:               English
Company:                Kuoni Reisen Holding AG
                        Neue Hard 7
                        8010 Zürich
                        Schweiz
Phone:                  +41 44 277 4529
Fax:                    +41 44 277 4031
E-mail:                 laurence.bienz@kuoni.com
Internet:               www.kuoni-group.com
ISIN:                   CH0003504856
Swiss Security Number:  894861
Listed: Freiverkehr in Berlin, Stuttgart; Open Market in                         Frankfurt; SIX
 
End of Announcement EquityStory News-Service  

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