TUI AG: TUI upsizes its April convertible bond through launch of a tap issue
June 28 2021 - 11:39AM
UK Regulatory
TUI AG (TUI)
TUI AG: TUI upsizes its April convertible bond through launch of a tap issue
28-Jun-2021 / 17:37 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014
(MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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Inside information pursuant to Article 17 MAR and Article 17 of UK MAR
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH
DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement and is not a prospectus within the meaning of the Regulation (EU) 2017/1129 or
otherwise.
The Management Board of TUI AG ("TUI") resolved today, with the consent of the Supervisory Board, to launch a tap
offering (the "Offering") of senior unsecured bonds convertible as per their terms and conditions due 2028 in an
aggregate principal amount up to EUR 190 million (the "New Bonds"). The Bonds will be convertible into new and/or
existing no-par value ordinary registered shares of TUI (the "Shares") and be fully fungible with the EUR 400 million
convertible bonds issued on 16 April 2021 under ISIN DE000A3E5KG2 (the "Existing Bonds").
TUI intends to use the proceeds from the Offering for refinancing in particular to further reduce drawings under the
KfW facilities and towards a subsequent repayment of such facilities.
The New Bonds will be issued on the same terms (save for the issue price) as the Existing Bonds and will form a single
series (Gesamtemission) with the Existing Bonds (together, the "Bonds"). The final issue price will be determined
following an accelerated bookbuilding, expected today.
The New Bonds will be offered by way of an accelerated bookbuilding to institutional investors outside the United
States of America as well as outside of Australia, Japan, South Africa and any other jurisdiction in which offers or
sales of the New Bonds would be prohibited by applicable law (the "Offering"). In Canada, the Offering will only be
made in the provinces of Ontario, Québec, British Columbia or Alberta, to institutional investors who are both an
accredited investor and a Canadian permitted client under applicable Canadian securities laws. The existing
shareholders' pre-emptive rights (Bezugsrechte) to the New Bonds will be excluded.
TUI has agreed not to offer any Shares or equity-linked securities within a period of 60 calendar days after the
settlement of the Offering, and not to enter into any transaction having a similar economic effect, subject to
customary exemptions.
Settlement is expected to take place on or around 6 July 2021. TUI intends to apply for the New Bonds to be included in
the trading of the Existing Bonds on the unregulated Open Market Segment (Freiverkehr) of the Frankfurt Stock Exchange.
For further information, please contact:
ANALYST & INVESTOR ENQUIRIES
Mathias Kiep, Group Director Investor Relations, Controlling & Corporate Finance 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 ENQUIRIES
Kuzey Alexander Esener, Head of Media Relations Tel: + 49 (0)511 566 6024
IMPORTANT NOTICE
This announcement may not be published, distributed or
transmitted, directly or indirectly, in the United States of
America (including its territories and possessions), Australia,
South Africa, Japan or any other jurisdiction where such
announcement could be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons who are in possession of this document or other information
referred to herein should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute an offer of, or a
solicitation of an offer to purchase, securities of the Company or
of any of its subsidiaries in the United States of America, Germany
or any other jurisdiction. Neither this announcement nor anything
contained herein shall form the basis of, or be relied upon in
connection with, an offer in any jurisdiction. The securities
offered will not be and have not been registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") and may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements under
the Securities Act.
In the United Kingdom, this announcement is only directed at
"qualified investors" within the meaning of Regulation (EU)
2017/1129 as it forms part of United Kingdom domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the "EUWA") who (i)
are investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order") or (ii) are persons falling within
Article 49(2) (a) to (d) of the Order (high net worth companies,
unincorporated associations, etc. (all such persons together being
referred to as "Relevant Persons")). This document must not be
acted on, or relied upon, by persons who are not Relevant Persons.
Any investment or investment activity to which this document
relates is available only to Relevant Persons and will be engaged
only with Relevant Persons.
In member states of the European Economic Area, the placement of
securities described in this announcement is directed exclusively
at persons who are "qualified investors" within the meaning of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 (Prospectus Regulation).
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 MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Bonds have been subject to a product approval process, which
has determined that: (i) the target market for the Bonds is
eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the
Bonds to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the Bonds (a "distributor") should take into
consideration the manufacturer's target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Bonds (by either
adopting or refining the manufacturer's target market assessment)
and determining appropriate distribution channels. The target
market assessment is without prejudice to the requirements of any
contractual or legal selling restrictions in relation to any
offering of the Bonds and/or the underlying shares. 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 action
whatsoever with respect to the Bonds.
The Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA or the United Kingdom
(the "UK"). For these purposes, a "retail investor" means (a) in
the EEA, a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MIFID II; (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of
article 4(1) of MIFID II, and (b) in the UK, a person who is one
(or more) of (i) a retail client within the meaning of Regulation
(EU) no 2017/565 as it forms part of UK domestic law by virtue of
the EUWA or (ii) a customer within the meaning of the provisions of
the Financial Services and Markets Act 2000 of the UK (the "FSMA")
and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 (the "EU PRIIPs Regulation") or the EU PRIIPS
Regulation as it forms part of UK domestic law by virtue of the
EUWA (the "UK PRIIPS Regulation") for offering or selling the Bonds
or otherwise making them available to retail investors in the EEA
or the UK has been prepared and therefore offering or selling the
Bonds or otherwise making them available to any retail investor in
the EEA or the UK may be unlawful under the EU PRIIPs Regulation
and/or the UK PRIIPS Regulation.
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