REG-TUI AG Cancellation of trading of Subscription Rights settled in the form of Depositary Interests ('DI Pre-Emptive Rights')

TUI AGAnnouncement

13/04/2023 09:15

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   TUI AG (TUI)
   Cancellation of trading of Subscription Rights settled in the form of
   Depositary Interests ('DI Pre-Emptive Rights')

   13-Apr-2023 / 10:13 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION OR FORWARDING, DIRECTLY OR
   INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY
   OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR FORWARDING
   WOULD BE UNLAWFUL.  PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS
   ANNOUNCEMENT.
   THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS
   OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN
   OFFERING OF NEW SHARES OR OTHER SECURITIES. NEITHER THIS COMMUNICATION NOR
   ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH
   OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT
   WHATSOEVER. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE,
   SELL OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE ONLY ON THE BASIS
   OF THE INFORMATION CONTAINED IN THE PROSPECTUS OR THE INTERNATIONAL
   OFFERING CIRCULAR.
   THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING ANY
   INVESTOR'S DECISION OR OPTIONS WITH RESPECT TO THE OFFERING (AS DEFINED
   BELOW). THE PRICE AND VALUE OF SECURITIES OF THE COMPANY CAN GO DOWN AS
   WELL AS UP. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE. THE
   CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS,
   FINANCIAL OR TAX ADVICE. EACH SHAREHOLDER OR PROSPECTIVE INVESTOR SHOULD
   CONSULT HIS, HER OR ITS OWN INDEPENDENT LEGAL ADVISER, BUSINESS ADVISER,
   FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL, BUSINESS OR TAX
                                    ADVICE. 
                                     TUI AG
    Cancellation of trading of Subscription Rights settled in the form of
   Depositary Interests ("DI Pre-Emptive Rights")
   Hanover, 13 April 2023

   Further to the announcement on 29 March 2023, TUI AG (the Company)
   announces that, following application by the Company, the London Stock
   Exchange has cancelled the trading of the DI Pre-Emptive Rights on a
   multilateral trading facility of the London Stock Exchange, with effect
   from 17:15 BST yesterday.

   A prospectus (the German Prospectus) setting out the full details of the
   Offering, including a full timetable of key dates, was approved by the
   German Federal Financial Supervisory Authority (BaFin) on 24 March 2023.
   For the purposes of the UK Admission, a separate prospectus (the UK
   Prospectus) was approved on the same day by the UK Financial Conduct
   Authority (FCA). Both prospectuses are available on the Company’s website
   ( 1 https://www.tuigroup.com/en-en/investors/capital-increase-march-2023). 
   A copy of the German Prospectus is available on the website of BaFin
   ( 2 www.bafin.de) and the website of the European Securities And Markets
   Authority ( 3 https://registers.esma.europa.eu/publication/), and a copy of
   the UK Prospectus was submitted to the National Storage Mechanism and is
   available for inspection at
    4 https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The information
   in this announcement should be read in conjunction with both the German
   Prospectus and the UK Prospectus (together, the Prospectuses).

   All capitalised terms used but not otherwise defined in this announcement
   have the meaning set out in the Prospectuses.

   For further information, please contact:

   Analyst & Investor Enquiries

   Nicola Gehrt, Group Director Investor Relations    + 49 (0)511 566 1435
   Adrian Bell, Senior Investor Relations Manager     +49 (0)511 566 2332
   James Trimble, Investor Relations Manager          + 44 (0)1582 315 293
   Stefan Keese, Investor Relations Manager           + 49 (0)511 566 1387
   Media                                               
   Kuzey Alexander Esener, Head of Media Relations    + 49 (0)511 566 6024

   IMPORTANT NOTICES
   This announcement 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 Arab Emirates, or in any other
   jurisdiction in which the distribution, release or publication would be
   restricted or prohibited. This announcement does not constitute an offer of
   securities for sale or a solicitation of an offer to purchase securities of
   the Company (the Securities) in the United States or any other
   jurisdiction. The distribution of this announcement into jurisdictions may
   be restricted by law, and, therefore, persons into whose possession this
   announcement comes should inform themselves about and observe any such
   restrictions. Any failure to comply with any such restrictions may
   constitute a violation of the securities laws of such jurisdiction.
   The Securities may not be offered or sold in the United States absent
   registration or an exemption from registration under the Securities Act.
   The Securities have not been, and will not be, registered under the
   Securities Act. There will be no public offer of securities in the United
   States.
   This announcement is an advertisement and not a prospectus for the purposes
   of Prospectus Regulation (Regulation (EU) 2017/1129) (the Prospectus
   Regulation) and the UK Prospectus Regulation (Regulation (EU) 2017/1129 as
   it forms part of domestic law by virtue of the European Union (Withdrawal)
   Act 2018) (the UK Prospectus Regulation). The public offering of certain
   Securities in Germany and the United Kingdom will be made exclusively by
   means of and on the basis of the published German Prospectus of the Company
   which has been approved by the BaFin in Germany, and on the basis of the
   published UK Prospectus of the Company which has been approved by the FCA
   in the United Kingdom, in each case which approval should not be understood
   as an endorsement of any Securities offered. Investors must not subscribe
   for or purchase any Securities referred to in this announcement except on
   the basis of information contained in the German Prospectus or UK
   Prospectus, as applicable, published, or the international offering
   circular issued, by the Company in connection with the Offering, as the
   case may be (together with any amendments or supplements thereto), and
   should read the German Prospectus, UK Prospectus or the international
   offering circular, as the case may be (together with any amendments or
   supplements thereto) before making an investment decision in order to fully
   understand the potential risks and rewards associated with the decision to
   invest in the Securities. The German Prospectus is available on the website
   of the BaFin ( 5 www.bafin.de), the website of the Company
   ( 6 https://www.tuigroup.com/en-en/investors/capital-increase-march-2023)
   and the website of the European Securities And Markets Authority
   ( 7 https://registers.esma.europa.eu/publication/).  The UK Prospectus was
   submitted to the National Storage Mechanism and is available for inspection
   at  8 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and the
   website of the Company
   ( 9 https://www.tuigroup.com/en-en/investors/capital-increase-march-2023).
   This announcement has been issued by and is the sole responsibility of the
   Company. The information contained in this announcement is for background
   information purposes only and does not purport to be full or complete. No
   reliance may be placed by any person for any purpose on the information
   contained in this announcement or its accuracy, fairness or completeness.
   This announcement does not constitute a recommendation concerning any
   investor's decision or options with respect to the Offering. The price and
   value of securities can go down as well as up. Past performance is not a
   guide to future performance. The contents of this announcement are not to
   be construed as legal, business, financial or tax advice. Each shareholder
   or prospective investor should consult his, her or its own independent
   legal adviser, business adviser, financial adviser or tax adviser for
   legal, financial, business or tax advice.
   Apart from the responsibilities and liabilities, if any, which may be
   imposed on them by the Financial Services and Markets Act 2000, as amended
   or the regulatory regime established thereunder, or under the regulatory
   regime of any jurisdiction where exclusion of liability under the relevant
   regulatory regime would be illegal, void or unenforceable, none of Barclays
   Bank Ireland PLC, BofA Securities Europe SA, COMMERZBANK
   Aktiengesellschaft, Deutsche Bank AG, Citigroup Global Markets Europe AG,
   UniCredit Bank AG, HSBC Trinkaus & Burkhardt GmbH, Société Générale, Crédit
   Agricole Corporate and Investment Bank, ING Bank N.V. and Natixis
   (together, the Underwriters), Barclays Bank PLC and Merrill Lynch
   International (together, the Sponsors) nor any of their respective
   affiliates nor any of its or their respective directors, officers,
   employees, advisers or agents accepts any responsibility or liability
   whatsoever and makes no representation or warranty, express or implied, for
   the contents of this announcement, including its accuracy, fairness,
   sufficiency, completeness or verification or for any other statement made
   or purported to be made by it, or on its behalf, in connection with the
   Company or the Offering and nothing in this announcement is, or shall be
   relied upon as, a promise or representation in this respect, whether as to
   the past or future. Each of the Underwriters, the Sponsors and their
   respective affiliates and its and their respective directors, officers,
   employees, advisers or agents accordingly disclaims to the fullest extent
   permitted by law all and any responsibility and liability whether direct or
   indirect, arising in tort, contract or otherwise which it might otherwise
   have in respect of this announcement or any such statement. Furthermore,
   each of the Underwriters, Sponsors and/or their affiliates provides various
   investment banking, commercial banking and financial advisory services from
   time to time to the Company.
   Each of the Underwriters and Sponsors is acting exclusively for the Company
   in connection with the Offering and they are acting for no one else. The
   Underwriters and Sponsors will not regard any other person as their
   respective clients in relation to the Offering or any other matter in this
   announcement and will not be responsible to anyone other than the Company
   for providing the protections afforded to their respective clients, nor for
   providing advice in relation to the Offering, the contents of this
   announcement or any transaction, arrangement or other matter referred to
   herein.
   In connection with the Offering, each of the Underwriters and any of their
   respective affiliates, may take up a portion of the Securities as a
   principal position and in that capacity may retain, subscribe for,
   purchase, sell, offer to sell or otherwise deal for their own accounts in
   such Securities and other securities of the Company or related investments
   in connection with the Offering or otherwise. Accordingly, references in
   this announcement to the Securities being issued, offered, subscribed,
   acquired, placed or otherwise dealt in should be read as including any
   issue, offer, subscription, acquisition, placing or dealing by each of the
   Underwriters and any of their affiliates in such capacity. In addition,
   certain of the Underwriters or their affiliates may enter into financing
   arrangements (including swaps, warrants or contracts for difference) with
   investors in connection with which such Underwriters (or their affiliates)
   may from time to time acquire, hold or dispose of Securities. None of the
   Underwriters or any of their affiliates intends to disclose the extent of
   any such investment or transactions otherwise than in accordance with any
   legal or regulatory obligation to do so.
   No person has been authorised to give any information or to make any
   representations other than those contained in this announcement and the
   German Prospectus or UK Prospectus published, or the international offering
   circular issued, by the Company in connection with the Offering, as the
   case may be (together with any amendments or supplements thereto) and, if
   given or made, such information or representations must not be relied on as
   having been authorised by the Company, the Underwriters, the Sponsors or
   any of their respective affiliates.
   Forward-Looking Statements
   Certain statements included in this announcement are forward-looking. These
   statements can be identified by the fact that they do not relate only to
   historical or current facts. By their nature, they involve risk and
   uncertainties because they relate to events and depend on circumstances
   that will occur in the future. Actual results could differ materially from
   those expressed or implied by such forward-looking statements. The
   potential reasons for such differences include market fluctuations, the
   development of world market fluctuations, the development of world market
   commodity prices, the development of exchange rates or fundamental changes
   in the economic environment. The Company does not intend or assume any
   obligation to update any forward-looking statement to reflect events or
   circumstances after the date of this announcement. The potential reasons
   for such differences include market fluctuations, the development of world
   market fluctuations, the development of world market commodity prices, the
   development of exchange rates or fundamental changes in the economic
   environment. The Company does not intend or assume any obligation to update
   any forward-looking statement to reflect events or circumstances after the
   date of this announcement.
   Forward-looking statements often use words such as “expects”, “may”,
   “will”, “could”, “should”, “intends”, “plans”, “predicts”, “envisages” or
   “anticipates” or other words of similar meaning. They include, without
   limitation, any and all projections relating to the results of operations
   and financial conditions of the Company and its subsidiary undertakings
   from time to time (the ‘Group’), as well as plans and objectives for future
   operations, expected future revenues, financing plans, expected expenditure
   and divestments relating to the Group and discussions of the Group’s
   business plan. All forward-looking statements in this announcement are
   based upon information known to the Group on the date of this announcement
   and speak as of the date of this announcement. Other than in accordance
   with its legal or regulatory obligations, the Group does not undertake to
   update or revise any forward-looking statement to reflect any changes in
   events, conditions or circumstances on which any such statement is based.
   Actual results may differ from those expressed or implied in the
   forward-looking statements in this announcement as a result of any number
   of known and unknown risks, uncertainties and other factors, many of which
   are difficult to predict and are generally beyond the control of the Group,
   and it is not reasonably possible to itemise each item. Accordingly,
   readers of this announcement are cautioned against relying on
   forward-looking statements. All forward-looking statements made on or after
   the date of this announcement and attributable to the Company are expressly
   qualified in their entirety by the primary risks set out in that section.
   Information to Distributors
   Solely for the purposes of the product governance requirements contained
   within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
   amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive
   (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
   (together, the MiFID II Product Governance Requirements), and disclaiming
   all and any liability, whether arising in tort, contract or otherwise, whih
   any “manufacturer” (for the purposes of the Product Governance
   Requirements) may otherwise have with respect thereto, the Securities the
   subject of the Offering have been subject to a product approval process,
   which has determined that such Securities are: (i) compatible with an end
   target market of retail investors and investors who meet the criteria of
   professional clients and eligible counterparties, each as defined in MiFID
   II; and (ii) eligible for distribution through all distribution channels as
   are permitted by MiFID II (the Target Market Assessment). Notwithstanding
   the Target Market Assessment, distributors should note that: (i) the price
   of the Securities may decline and investors could lose all or part of their
   investment; (ii) the Securities offer no guaranteed income and no capital
   protection; and (iii) an investment in the Securities is compatible only
   with investors who do not need a guaranteed income or capital protection,
   who (either alone or in conjunction with an appropriate financial or other
   adviser) are capable of evaluating the merits and risks of such an
   investment and who have sufficient resources to be able to bear any losses
   that may result therefrom. The Target Market Assessment is without
   prejudice to the requirements of any contractual, legal or regulatory
   selling restrictions in relation to the Offering. Furthermore, it is noted
   that, notwithstanding the Target Market Assessment, the Underwriters will
   only procure investors who meet the criteria of professional clients and
   eligible counterparties.
   For the avoidance of doubt, the Target Market Assessment does not
   constitute: (a) an assessment of suitability or appropriateness for the
   purposes of MiFID II; or (b) a recommendation to any investor or group of
   investors to invest in, or purchase, or take any other action whatsoever
   with respect to the Securities. Each distributor is responsible for
   undertaking its own Target Market Assessment in respect of the Securities
   and determining appropriate distribution channels.
    

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   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:           DE000TUAG505
   Category Code:  ARI - TUI AG
   TIDM:           TUI
   LEI Code:       529900SL2WSPV293B552
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   236676
   EQS News ID:    1606227


    
   End of Announcement EQS News Service

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