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
11-Jan-2021 / 13:03 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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 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 RECOMMATION 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 INDEPENT 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
11 January 2021
Further to the announcement on 7 January 2021, TUI AG (the Company)
announces that it has finalised its application to the London Stock Exchange
for the admission of 116,857,434 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
11:00 GMT on 22 January 2021.
All acceptances in respect of the DI Pre-Emptive Rights must be submitted so
as to settle by no later than 10:00 GMT on 26 January 2021, in accordance
with the instructions in the Prospectus (as defined below). The DI
Pre-Emptive Rights will settle on a T+2 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 or pursuant to the Commitment and Backstop Agreement
with Unifirm Limited, 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 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) and passported into the
United Kingdom. The Prospectus is available on the Company's website
(https://www.tuigroup.com/en-en/investors/capital-increase) as well as on
the website of BaFin (www.bafin.de) and the website of the European
Securities and Markets Authority
(https://registers.esma.europa.eu/publication/). The information in this
announcement should be read in conjunction with the Prospectus.
All capitalised terms used but not otherwise defined in this announcement
including the important notices below have the meaning set out in the
Prospectus.
For further information, please contact:
Mathias Kiep, Group Director Investor Relations, Corporate Finance &
Controlling
Tel: +44 (0)1293 645 925/ +49 (0)511 566 1425
Nicola Gehrt, Director, Head of Group Investor Relations Tel: +49 (0)511 566
1435
Contacts for Analysts and Investors in UK, Ireland and Americas
Hazel Chung, Senior Investor Relations Manager Tel: +44 (0)1293 645 823
Contacts for Analysts and Investors in Continental Europe, Middle East and
Asia
Ina Klose, Senior Investor Relations Manager Tel: +49 (0)511 566 1318
Media
Kuzey Alexander Esener, Head of Media Relations Tel: +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 Prospectus of the Company which
has been approved by the BaFin and has been passported into the United
Kingdom, which approval and passporting 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 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
should read the 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 Prospectus is available on the website of the BaFin
(www.bafin.de [1]), the website of the Company
(https://www.tuigroup.com/en-en/investors/capital-increase [2]) and the
website of the European Securities and Markets Authority
(https://registers.esma.europa.eu/publication/).
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 Joint
Global Coordinators, 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 Joint Global Coordinators, 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 Joint Global
Coordinators, 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 Joint Global Coordinators and Sponsors is acting exclusively for
the Company in connection with the Offering and they are acting for no one
else. The Joint Global Coordinators 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 Joint Global Coordinators 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
Joint Global Coordinators and any of their affiliates in such capacity. In
addition, certain of the Joint Global Coordinators or their affiliates may
enter into financing arrangements (including swaps, warrants or contracts
for difference) with investors in connection with which such Joint Global
Coordinators (or their affiliates) may from time to time acquire, hold or
dispose of Securities. None of the Joint Global Coordinators 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
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 Joint Global Coordinators, 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, including, but not
limited to, the effects of the COVID-19 pandemic and uncertainties about its
impact and duration, 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. Many of these risks are, and will be,
exacerbated by the COVID-19 pandemic and any further disruption to the
travel and leisure industry and economic environment as a result.
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 Joint Global Coordinators
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.
ISIN: DE000TUAG000
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.: 91199
EQS News ID: 1159703
End of Announcement EQS News Service
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(END) Dow Jones Newswires
January 11, 2021 07:03 ET (12:03 GMT)
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