REG-TUI AG TUI AG: Preliminary subscription quota is approximately 90.9%

TUI AGAnnouncement

18/04/2023 07:30

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   TUI AG (TUI)
   TUI AG: Preliminary subscription quota is approximately 90.9%

   18-Apr-2023 / 08:23 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

             Preliminary subscription quota is approximately 90.9%

                                 18 April 2023

   Further to the announcement on 24 March 2023, TUI AG (the “Company”) today
   announces the preliminary results of the Subscription Offer.

   On the basis of currently  available information the Company has  received
   acceptances in  respect of  298,928,137 New  Shares, representing  approx.
   90.9% of the  total number  of New  Shares to  be issued  pursuant to  the
   Offering.

   The  New  Shares  not  subscribed   for  will  be  offered  to   qualified
   institutional  investors  starting   immediately  by   means  of   private
   placements in accordance with applicable securities legislation (the “Rump
   Placement”).

   Settlement and start of trading of the New Shares in the existing lines of
   TUI (including depository interests on the main market of the London Stock
   Exchange) is expected to take place on 24 April 2023.

   There are  no ordinary  shares  held in  treasury.  The execution  of  the
   capital increase is expected to be registered by the competent  commercial
   registries  in  Hanover  and  Berlin/Charlottenburg  on  19  April   2023.
   Therefore, the Company  hereby confirms  that the total  number of  voting
   rights in the Company  will be 507,431,033 after  the registration of  the
   capital increase with the competent commercial registers. This figure  may
   be used by shareholders as the  denominator for the calculations by  which
   they will determine if they are required to notify their interest in, or a
   change to  their  interest in,  the  Company under  the  FCA's  Disclosure
   Guidance and Transparency Rules.

   Pursuant to the terms of the Underwriting Agreement, Barclays Bank Ireland
   PLC, BofA  Securities  Europe  SA, Citigroup  Global  Markets  Europe  AG,
   COMMERZBANK  Aktiengesellschaft,  Deutsche  Bank  Aktiengesellschaft   and
   UniCredit Bank AG  will offer  the New Shares  not subscribed  for in  the
   Subscription Offer (being the “Rump Shares”) in the Rump Placement.

   A further announcement with  the final take-up  of the Subscription  Offer
   and  the results of the Rump Placement will be made in due course.

   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
   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
   ( 2 https://www.tuigroup.com/de-de/investors/capital-increase-march-2023)
   and          the          website           of          the           ESMA
   ( 3 https://registers.esma.europa.eu/publication/).   The   approved    UK
   Prospectus  was  submitted  to  the  National  Storage  Mechanism  and  is
   available                for                 inspection                 at
    4 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and the  website
   of                               the                               Company
   ( 5 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, 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 - 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.:   237442
   EQS News ID:    1609719


    
   End of Announcement EQS News Service

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