REG-TUI AG TUI AG: Admission of Subscription Rights settled in the form of Depositary Interests (DI Pre-Emptive Rights) and notice of intention to cancel trading of DI Pre-Emptive Rights

TUI AGAnnouncement

29/03/2023 17:15

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   TUI AG (TUI)
   TUI AG: Admission of Subscription Rights settled in the form of Depositary
   Interests (DI Pre-Emptive Rights) and notice of intention to cancel
   trading of DI Pre-Emptive Rights

   29-March-2023 / 18:00 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

    Admission of Subscription Rights settled in the form of Depositary
   Interests (DI Pre-Emptive Rights) and notice of intention to cancel
   trading of DI Pre-Emptive Rights
   Hanover, 29 March 2023
   Further to the announcement on 24 March 2023, TUI AG (the Company)
   announces that it has finalised its application to the London Stock
   Exchange for the admission of 69,702,365 DI Pre-Emptive Rights to trading
   on a multilateral trading facility of the London Stock Exchange. The
   Company expects the admission to become effective tomorrow.
   The Company intends to cancel the trading of the DI Pre-Emptive Rights on
   a multilateral trading facility of the London Stock Exchange (the
   Cancellation). It is expected that the Cancellation will take effect at
   17:15 BST on 12 April 2023.
   All acceptances in respect of the DI Pre-Emptive Rights must be submitted
   so as to settle by no later than 10:00 BST on 17 April 2023, in accordance
   with the instructions in the UK Prospectus (as defined below). The DI
   Pre-Emptive Rights will settle on a T+1 basis.
   Unexercised DI Pre-Emptive Rights will lapse and will not be sold. The New
   Shares to which those unexercised DI Pre-Emptive Rights relate may be sold
   in the Rump Placement, but shareholders or investors will not be entitled
   to receive any proceeds from such sale, including any premium, as such
   payment is restricted under the laws of Germany. Therefore, shareholders
   or investors who take no action will not receive any compensation for any
   unexercised Subscription Rights or DI Pre-Emptive Rights and will be
   diluted.
   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 the
   Underwriters, 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, which 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.:   233574
   EQS News ID:    1596159


    
   End of Announcement EQS News Service

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