Kuoni Reisen Holding AG
Kuoni Travel Holding Ltd.: Annual General Meeting approves capital increase
Kuoni Reisen Holding AG / Key word(s): AGM/EGM 20.04.2011 13:30 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 agreed at today's Annual General Meeting in Zurich to the creation of authorised capital. The Board of Directors can thus increase the share capital of approx. CHF 250 million to refinance the acquisition of Gullivers Travel Associates (GTA) (see press release dated 7 March 2011). All other agenda items were also approved. Among others, current Board Directors Heinz Karrer and John Lindquist were re-elected for a term of office of three years. At today's Annual General Meeting, the shareholders agreed by a large majority to the creation of authorised capital. This consent will enable the capital increase announced of approx. CHF 250 million via a discounted rights offering. This agreement is a necessary condition for financing the acquisition of Gullivers Travel Associates (GTA). The completion of the acquisition is expected 5 May 2011, with economic effect from the close of business on 30 April 2011. The conditions of the discounted rights offering and the subscription price and ratio are expected to be published 28 April 2011 (see press release dated 20 April 2011, 7am CEST). All other proposals on the agenda were likewise approved by the Annual General Meeting. Among other issues, the current Board Directors Heinz Karrer and John Lindquist were each confirmed for a term of office of three years. For the 2010 financial year, a dividend distribution in the form of the withholding-tax-free distribution of the newly created reserve from capital contribution was agreed. As part of the long-range dividend policy, the dividend amounts to CHF 0.50 per registered share 'A' and CHF 2.50 per registered share 'B'. The Annual General Meeting passed the motion. The distribution will take place with value date 29th April 2011. --------------------------------------------------------------------------- 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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