Kuoni Reisen Holding AG
Kuoni Travel Holding AG: Annual General Meeting to decide on Kuoni’s future global positioning
Kuoni Reisen Holding AG / Key word(s): AGM/EGM 20.04.2011 07:00 Release of an ad hoc announcement pursuant to Art. 72 KR --------------------------------------------------------------------------- (NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA) Kuoni Travel Holding Ltd. shareholders are to decide at today's Annual General Meeting in Zurich on, among others, the creation of authorised capital. This is to allow the Board of Directors to increase the share capital. This approval is a prerequisite for the acquisition of Gullivers Travel Associates (GTA) (see press release dated 7 March 2011). If approved, the capital increase is expected to be executed as from the end of April 2011. A dividend distribution of CHF 0.50 per registered share 'A' and CHF 2.50 per registered share 'B' in the form of a withholding-tax-free distribution of the newly created reserve from capital contribution will be proposed for the 2010 financial year. The Board of Directors is also proposing the re-election of current Directors Heinz Karrer and John Lindquist. The shareholders are to decide at today's Annual General Meeting on a precondition for the acquisition of Gullivers Travel Associates (GTA). An agreement on the creation of authorised capital will enable a capital increase of approx. CHF 250 million, which will serve as partial refinancing for the acquisition. If accepted, the acquisition is expected to take place on 5 May 2011, with economic effect from the close of business on 30 April 2011. This acquisition will make Kuoni one of the world's leading providers of online destination management services. The Board of Directors called on the shareholders to agree to the creation of authorised capital. Should the shareholders approve the creation of authorised capital, the capital increase is expected to be executed via a discounted rights offering as from the end of April 2011. The terms and conditions of the discounted rights offering, in particular the subscription price and subscription ratio is expected to be published on 28 April 2011. It is envisaged that holders of existing shares will be allotted subscription rights in proportion to their shareholding. Subscription rights are expected to be allotted to shareholders holding the shares in Kuoni Travel Holding Ltd on 29 April 2011. The subscription rights of the registered shares 'B' are expected to be traded on the SIX Swiss Exchange between 2 May 2011 and 6 May 2011. The subscription rights are expected to be exercisable from 2 May 2011 until 9 May 2011, 12pm (CEST). The first trading day of the new 'B' shares is expected to commence 10 May 2011, with delivery of new shares 'B' against payment of the subscription price expected to occur on 12 May 2011. The Kuoni and Hugentobler-Foundation announced its intention to subscribe to all new registered shares 'A' and thus retain a share of the capital of 6.25%. Following the capital increase, this will continue to correspond to 25% of voting rights. Credit Suisse has been mandated with the discounted rights offering of the registered shares 'B' for existing Kuoni shareholders. This will take place in line with provisions to be published on 28 April 2011. For the 2010 financial year, the Board of Directors is calling on the Annual General Meeting to create the dividend distribution in the form of a withholding-tax-free distribution of the newly created reserve from capital contribution. As part of the long-range dividend policy, a dividend of CHF 0.50 per registered share 'A' and CHF 2.50 per registered share 'B' is to be proposed. The Board of Directors is also proposing that the current Directors Heinz Karrer and John Lindquist each be re-elected for a term of office of three years. As of 17 April 2011, the Kuoni Group posted booking levels for tour operating in local currency of -1% over the previous year. Due to the strong Swiss franc in relation to the most important currencies for Kuoni, the bookings in Swiss francs were -8%. The most important sources of earnings in 2010, Scandinavia and Asia, displayed significantly better balances in bookings than other markets (in local currency Scandinavia +2%, Asia +26%). CHF local currency Kuoni Group -8% -1% Market region North -8% 0% - Scandinavia -5% +2% - UK/Benelux -13% -4% Market region South - 7% -2% - Switzerland - 5% -5% - Southern Europe -15% -3% - Asia +13% +26% The bookings do not reflect the turnover of the Visa business (VFS Global), the retail business, or those from Kuoni Destination Management. In Q1 2011, the Destinations Division (Kuoni Destination Management) posted turnover growth in Swiss francs of 11.4% over the previous year; adjusted for acquisitions and currency effects, organic growth was 15.1%. --------------------------------------------------------------------------- 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 and listing prospectus which is in the case of an offering of new securities, 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 20.04.2011 News transmitted by EquityStory AG. The issuer is responsible for the contents of the release. EquityStory publishes regulatory releases, media releases on the capital market and press releases. The EquityStory Group distributes authentic and real-time financial news for over 1'300 listed companies. The Swiss news archive can be found at www.equitystory.ch/news --------------------------------------------------------------------------- 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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