REG-TUI AG TUI AG: Publication of Prospectuses
24/03/2023 18:00
============
TUI AG (TUI)
TUI AG: Publication of Prospectuses
24-March-2023 / 18:50 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
Publication of Prospectuses
24 March 2023
Further to the announcements made by TUI AG (the Company) earlier today
with respect to the launch of a fully underwritten capital increase to
raise gross proceeds of c.€1.8 billion (the Offering), 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 (BaFin) on 24 March 2023. For the purposes
of the UK Admission, a separate prospectus (the UK Prospectus) has been
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.
Timetable
Expected timetable of principal events in Germany and in the United
Kingdom:
24 March 2023 Approval of the UK Prospectus by the FCA and approval of the
German Prospectus by BaFin
24 March 2023 Publication of the UK Prospectus and the German Prospectus
International transfers of shares in the Company between the
27 March 2023 CREST system in the UK and the Clearstream system in Germany
paused from close of business
27 March 2023 Subscription Offer published
Subscription Period begins; Subscription Rights trading on
28 March 2023 HSE and FSE begins; existing shares of the Company will be
quoted “ex subscription rights” on the HSE, the FSE and the
London Stock Exchange
29 March 2023 Record date for Subscription Rights entitlements
DI Pre-Emptive Rights Subscription Period begins; DI
Pre-Emptive Rights begin trading on a multilateral trading
facility of the London Stock Exchange
30 March 2023
International transfers of shares in the Company between the
CREST system in the UK and the Clearstream system in Germany
resume from open of business
12 April 2023 Subscription Rights and DI Pre-Emptive Rights cease trading
17 April 2023 Subscription Period and DI Pre-Emptive Rights Subscription
Period end
18 April 2023 Rump Placement, if any
Commencement of trading in the New Shares
24 April 2023 Settlement of New Shares with shareholders and investors
Application will be made to the LSE for up to 328,910,448 DI Pre-Emptive
Rights to be admitted to trading on a multilateral trading facility of the
London Stock Exchange which is expected to be effective on 30 March
2023. The DI Pre-Emptive Rights will expire at the end of the DI Rights
Subscription Period. All acceptances in respect of the DI Pre-Emptive
Rights must be submitted no later than the expected deadline of 10:00 BST
on 17 April 2023. The DI Pre-Emptive Rights will settle on a T+1 basis.
The indirect subscription is to be offered to the shareholders (other than
Unifirm and Severgroup or any other Major Shareholder Sanctioned Person or
Entity) at a subscription ratio of 8:3 (8 New Shares offered for every 3
existing shares, the Subscription Ratio). The Subscription Ratio is to be
rounded down to a maximum of three decimal places. Any fractional amount
shall be excluded from the subscription right. The subscription price per
New Share to be paid by existing shareholders is €5.55.
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 approved 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
(https://registers.esma.europa.eu/publication/). The UK Prospectus was
submitted to the National Storage Mechanism and is available for inspection
at ( 7 https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and the
website of the Company
( 8 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 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,
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: PDI
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.: 232561
EQS News ID: 1592287
End of Announcement EQS News Service
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