REG-TUI AG TUI AG: Final subscription quota and results of Rump Placement
18/04/2023 13:45
============
TUI AG (TUI)
TUI AG: Final subscription quota and results of Rump Placement
18-Apr-2023 / 14:31 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
Final subscription quota and results of Rump Placement
18 April 2023
Further to the announcement earlier today regarding the preliminary
results of the Subscription Offer, TUI AG (the “Company”) confirms that
the final subscription quota is 90.884% and that Barclays Bank Ireland
PLC, BofA Securities Europe SA, Citigroup Global Markets Europe AG,
COMMERZBANK Aktiengesellschaft, Deutsche Bank Aktiengesellschaft and
UniCredit Bank AG have successfully procured subscribers for all the
29,982,311 New Shares not subscribed for in the Subscription Offer (Rump
Shares) in the Rump Placement at a price of €5.60 per New Share.
The gross proceeds from the placing of the Rump Shares is approximately
€167.9 million. The net proceeds from the placing of such Rump Shares will
be paid to the Company which will be used for the purposes set out in the
Prospectuses.
A prospectus (the “German Prospectus”) setting out the full details of the
Offering, including a full timetable of key dates, has been approved by
the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, “BaFin”) on 24 March 2023. For the purposes
of the public offering in the United Kingdom and the UK Admission (as
defined below), a separate prospectus (the “UK Prospectus” and together
with the German Prospectus, the “Prospectuses”) has been approved by the
Financial Conduct Authority (the “FCA”) on the same day. Both Prospectuses
are available on the Company’s website
(https://www.tuigroup.com/en-en/investors/capital-increase-march-2023). A
copy of the German Prospectus is also available on the website of BaFin
(www.bafin.de) and the website of the European Securities And Markets
Authority (“ESMA”) (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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism). The information
in this announcement should be read in conjunction with both Prospectuses.
All capitalised terms used but not otherwise defined in this announcement
including the important notices below have the meaning set out in the
Prospectuses.
For further information, please contact:
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 have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) or the
securities laws of any state or other jurisdiction of the United States,
and may not be offered or sold within the United States, except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state or local
securities laws. Accordingly, the Securities are being offered and sold by
way of private placements (i) in the United States, only to qualified
institutional buyers in accordance with Rule 144A under the Securities
Act, and (ii) outside the United States, to eligible investors in offshore
transactions in accordance with Regulation S under the Securities Act.
This announcement is an advertisement and not a prospectus for the
purposes of Prospectus Regulation (Regulation (EU) 2017/1129, as amended)
(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 German Prospectus,
when published, of the Company, when it has been approved by the BaFin in
Germany, and on the basis of the UK Prospectus, when published, of the
Company when it 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 approved German Prospectus is available on the website of the BaFin
( 1 www.bafin.de), the website of the Company
(https://www.tuigroup.com/de-de/investors/capital-increase-march-2023) and
the website of the ESMA
( 2 https://registers.esma.europa.eu/publication/). The approved UK
Prospectus was submitted to the National Storage Mechanism and is
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and the website of
the Company
(https://www.tuigroup.com/de-de/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, Citigroup Global
Markets Europe AG, COMMERZBANK Aktiengesellschaft, Deutsche Bank
Aktiengesellschaft, UniCredit Bank AG, HSBC Trinkaus & Burkhardt GmbH,
Société Générale, Crédit Agricole Corporate and Investment Bank, ING Bank
N.V. and Natixis(together, the “Banks”), Barclays Bank PLC and Merrill
Lynch International (together, the “Sponsors”), 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 Banks, 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 Banks, 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 Banks and Sponsors is acting exclusively for the Company in
connection with the Offering and they are acting for no one else. The
Banks 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 Banks 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
Banks and any of their affiliates in such capacity. In addition, certain
of the Banks or their affiliates may enter into financing arrangements
(including swaps, warrants or contracts for difference) with investors in
connection with which such Banks (or their affiliates) may from time to
time acquire, hold or dispose of Securities. None of the Banks 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 Banks, 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 Banks 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 -
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.: 237774
EQS News ID: 1610531
End of Announcement EQS News Service
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