TUI AG (TUI) TUI provides a Q4 post-close trading update and
announces further strengthening of its balance sheet via fully
underwritten EUR1.1bn capital increase 06-Oct-2021 / 07:02 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
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Hanover, 6. October 2021.
TUI AG ("TUI" or the "Company", and, together with its
consolidated subsidiaries, the "Group")
TUI provides a Q4 post-close trading update and announces
further strengthening of its balance sheet via fully underwritten
EUR1.1bn capital increase
Prior to entering its close period ahead of reporting its full
year results for the twelve months ending 30 September 2021 in
December, TUI Group announces the following update.
Latest Trends and Highlights
-- Overall Summer 21 programme1 totals 5.2m bookings, an
increase of c.1.1m since Q3 update
-- Over 2.6m customers have taken a TUI holiday during July
& August (FY20 Jul & Aug: 1.3m customers)
-- Summer 21 bookings in Germany and the Netherlands well ahead
of Summer 19 levels in recent weeks
-- Capacity plans for peak Summer period (July to October)
flexed to between 50%-60% due to subdued UKbookings
-- UK Winter 21/22 bookings1 trending strongly since UK
Government travel update on 17 September
-- As of 4 October 2021, the Group's total cash and available
facilities amounts to EUR3.4bn
-- Following the completion of the capital increase, cash and
available facilities will increase by c.EUR1.1bnto EUR4.5bn
-- Drawings under c.EUR3.0bn KfW RCF facilities reduced to
EUR375m as at 4 October 2021
1These statistics are up to 3 October 2021, shown on a constant
currency basis and relate to all customers whether risk or
non-risk
Capital Increase
The Executive Board of TUI resolved today, with the consent of
the Supervisory Board of the Company, to launch a fully
underwritten capital increase with subscription rights (the
"Subscription Rights) to raise gross proceeds of c.EUR1.1bn (the
"Rights Issue" or the "Offering").
523,520,778 new ordinary registered shares with no par value of
the Company (the "New Shares") will be offered at a subscription
ratio of 10:21 (10 New Shares for every 21 existing shares). The
Subscription Price of EUR2.15 per New Share represents a discount
to TERP (theoretical ex-rights price) of 35.1%.
TUI's largest shareholder, Unifirm Limited ("Unifirm"), with a
32.0% holding in the Company, has undertaken to exercise all
Subscription Rights attributable to its shareholding at the
Subscription Price and to subscribe directly for these New Shares
(the "Unifirm Commitment").
Unifirm has also undertaken not to dispose, sell or transfer (i)
any of its existing shares or (ii) any of its Subscription Rights
or any New Shares acquired pursuant to the Unifirm Commitment until
the final settlement of the Offering or 16 November 2021, whichever
is the latest.
Transaction Highlights
-- c.EUR1.1bn capital increase to strengthen the balance sheet
further - maximise long-term opportunities
-- Less than 12 months since the last support package,
successfully reduced drawings of the c.EUR3bn2 KfWfacilities to
below EUR0.4bn
-- Capital increase would reduce RCF KfW drawings to zero (plus
reduce RCF Banks drawings)
-- Convertible tap, RIU entity disposal and offering proceeds,
combined with a better than expectedcash-flow in Q4, result in:? a
pro-forma gross debt reduction from EUR8.7bn3 to c.EUR6.5bn and ? a
strong financial headroom of c.EUR4.5bn
-- All financial measures are important steps towards returning
to gross leverage ratio of around 3x
2 KfW facilities consisting of Unsecured RCF EUR2.85bn and
secured RCF EUR170m (reduced by EUR30m from EUR200m to EUR170m on
30 September 2021) = EUR3.02bn
3 Financial liabilities incl. lease liabilities of EUR7.9bn plus
EUR0.8bn net pension obligation
TUI Investment Case Highlights
-- A Market leader with a strong brand:? strategically
well-positioned within the growing tourism market (>GDP); and ?
to benefit from strong rebound post pandemic crisis
-- Integrated business model - unique holiday experiences
helping to create moments for our customers thatmake life
richer
-- Pioneering sustainable tourism - driving positive change for
people and communities
-- Digital transformation and Global Realignment Programme of
c.EUR400m - emerge leaner post Covid-19
-- Strong pipeline of Summer 2021 and Winter 2021/22 bookings -
demonstrate clear appetite and pent-updemand for TUI holidays
Use of Proceeds
The Company intends to use the net proceeds of the Offering to
reduce interest costs and net debt by reducing current drawings 1.
Under the KfW Facility, under which as at 4 October 2021, the
latest practicable date prior to the dateof the Prospectuses, the
Company had drawn EUR375.0 million, and 2. Under the Cash Facility,
under which as at 4 October 2021, the latest practicable date prior
to the dateof the Prospectuses, the Company had drawn EUR1,486.5
million.
As a result, taking into account the expected net proceeds of
the Offering of around EUR1,099.5 million, the current drawings
under the KfW Facility would be reduced by EUR375.0 million to zero
and the current drawings under the Cash Facility would be reduced
by the remaining net proceeds of EUR724.5 million to EUR762.0
million.
Friedrich Joussen, TUI Group CEO said:
"The Offering will enable us to take a significant step forward,
increasing our ability to take advantage of the business
opportunities resulting from the easing of Covid-19 restrictions.
It will provide us with a capital structure more appropriate for
more normal operating conditions."
Current Trading
Overall Summer 21 programme4 now totals 5.2m bookings, an
increase of c.1.1m bookings since our August update. As
anticipated, we have seen strong improving trends over recent weeks
with bookings in Germany and the Netherlands in particular, well
ahead of Summer 2019 levels. This reflects the higher level of
confidence in departure in our Continental European markets with
load factor improvement in the last two to three weeks before
departure evident of the short-term booking trend and pent-up
demand for our holidays. Over 2.6m customers departed for their TUI
holidays during July and August, doubling the 1.3m customers who
travelled in July and August last year.
For peak summer period to date (July to October), we have so far
operated a capacity of 42% for July and 48% for August. In contrast
to our Continental European markets, UK departures have remained
largely subdued since our last update, with a nearly unchanged
traffic light system limiting the return of popular destinations
such as Turkey, Egypt and the Dominican Republic. As a result, we
now expect to operate a capacity for peak summer period (July to
October) of between c.50% and c.60%. Peak summer period bookings4
(July to October) are currently 49% of 2019 levels with ASP up 2%
(overall Summer 2021 bookings4 are down 63% with ASP up 5% versus
Summer 19).
The recent announcement on 17 September 2021 by the UK
government to adopt a similar travel framework as our European
markets is a clear step to further reopening international travel
for our UK customers. With a very notable pick-up in UK bookings
over the most recent weeks since the announcement, particularly for
our Winter 2021/22 programme where we have seen UK daily bookings
trending strongly, we are confident this will enable a stronger
return for the UK market in the coming months.
For the overall Winter 2021/22 programme4, bookings at this
stage are 54% of Winter 2018/19 levels and ASP is up +14%. With
travel restrictions now largely lifted for short and medium-haul
winter destinations in our key markets, and supported by the
increasing vaccination rates of the EU and UK adult population,
(the EU has reached its target to fully vaccinate 70% of its adult
population by end of August 2021 and the UK has fully vaccinated
83% of its population aged over 16 as of 28 September 2021), we
expect a wider return to international travel this Winter 2021/22.
Subsequently we expect capacity will be significantly better than
the previous Winter 2020/21 season and we would at this stage plan
to operate between c.60% to c.80% of a normalised programme, with
long-haul destinations expected to recover more slowly. In general,
our integrated model and own long-haul fleet means we are agile
enough to flexibly adjust plans in the short-term, to both meet
demand and to ensure a range of attractive winter destinations are
available for our customers. Canaries, Mainland Spain, Egypt and
Cape Verde are likely to form the bulk of our holiday offer this
upcoming winter and we will aim to drive high load factors on these
popular routes.
For Summer 2022, we have a very encouraging pipeline of 1.6m
bookings4, which is an increase of c.326k bookings since our Q3
update, driven by a mix of rebookings and new bookings, reaffirming
the strong intention to travel and appetite for TUI holidays.
Overall Summer 2022 bookings4 are up 54% and ASP is up 15% versus
Summer 2019. We believe many customers will continue to want to
secure their summer holidays in advance, with Turkey, Florida,
Greece, and Cyprus the most popular destinations at present. With
the strong indications of pent-up demand, we believe Summer 2022
volumes will likely recover close to normalised levels of Summer
2019
In Hotels & Resorts, as of the end of September, 335 hotels
were in operation, (c.93% of own group portfolio) up from 283 at
the end of June, across destinations such as Spain, Greece, Turkey,
and Mexico, delivering good occupancies and average rates in the
current trading environment, benefitting from our integrated model
and diversified markets. During the most recent weeks, bookings at
many of our re-opened hotels have returned to pre-pandemic
levels.
TUI Cruises and Hapag-Lloyd Cruises are currently operating 11
ships out of their 12-ship fleet, offering itineraries across
Northern Europe and the Mediterranean, with the brand new
expedition class Hanseatic spirit launched on 26 August 2021. We
see a clear short-term booking trend for 2021 and booking levels
for 2022 and 2023 are currently within historical ranges and at
slightly higher rates.
Marella Cruises is currently operating 3 ships out of its 4
ships fleet, offering a combination of domestic UK sailings since
end of June and itineraries to the Mediterranean since the start of
September. We see continued good demand of winter long-haul
itineraries, in particular to Barbados. Early sales for Summer 2022
are well positioned, supported by both rebookings and new
bookings.
In TUI Musement, our excursions, tours and activities materially
recommenced from mid-June, in line with the restart of operations
and capacity level operated by our Markets & Airlines segment.
Year to date5, we have already sold c.1.6m excursions, tours and
activities.
4These statistics are up to 3 October 2021, shown on a constant
currency basis and relate to all customers whether risk or
non-risk
5 Up to 19 September 2021
Liquidity position
As of 4 October 2021, the Group's total cash and available
facilities amounts to EUR3.4bn, ahead of our 9 August position due
to the nature of short-term bookings and resulting improvement in
working capital. Overall recent cash development has been clearly
positive, better than our previously communicated Q4 assumptions
"of towards net cash neutral". As a result of the application of
the net proceeds from the capital increase, cash and available will
increase by c.EUR1.1bn to EUR4.5bn, following the completion of the
Offering. Drawings under our c.EUR3.0bn KfW RCF facilities have
reduced to EUR375m as at 4 October 2021.
Prospectuses
A prospectus (the "German Prospectus") setting out the full
details of the Offering, including a full timetable of key dates,
is expected to be approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, "BaFin") on 6 October 2021. 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") is expected to be approved on the same day by the
FCA. Both Prospectuses will be available on the Company's website
(https://www.tuigroup.com/en-en/investoren/capital-increase-october-2021).
A copy of the German Prospectus will also be 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 will be submitted to the National Storage Mechanism
and will be 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 have the meaning set out in the Prospectuses.
Unifirm has undertaken to exercise all Subscription Rights
attributable to its shareholding at the Subscription Price and to
subscribe directly for these New Shares. The remainder of the
capital increase is fully underwritten with Barclays Bank Ireland
PLC, BofA Securities Europe S.A. Citigroup Global Markets Europe
AG, Deutsche Bank Aktiengesellschaft and HSBC acting as Joint
Global Coordinators and Joint Bookrunners and COMMERZBANK
Aktiengesellschaft, Landesbank Baden-Württemberg and Natixis acting
as Joint Bookrunners. Barclays Bank PLC and Merrill Lynch
International are acting as joint sponsors to the Company.
Details of the Rights Issue
The New Shares:
-- will be offered in a subscription offer (Bezugsangebot) to
existing shareholders by way of (i) a publicoffering in Germany and
the United Kingdom, (ii) private placements in the United States to
qualified institutionalbuyers as defined in Rule 144A under the
U.S. Securities Act of 1933, as amended (the "Securities Act") and
(iii)private placements to eligible investors outside the United
States in offshore transactions in reliance onRegulation S under
the Securities Act (the "Subscription Offer"); and
-- not subscribed for in the Subscription Offer (the "Rump
Shares"), will be offered in private placementsto eligible or
qualified investors in certain other jurisdictions (the "Rump
Placement", and, together with theSubscription Offer, the
"Offering").
The subscription rights to the New Shares (the "Subscription
Rights") may be traded on the HSE and the FSE and the DI
Pre-Emptive Rights may be traded on a multilateral trading facility
of the London Stock Exchange at the times indicated in the
timetable below.
The Subscription Rights (ISIN DE000TUAG1D6) of the existing
shareholders other than Unifirm and attributable to the existing
shares of the Company (ISIN DE000TUAG000 / WKN TUAG00 and Temporary
ISIN DE000TUAG323 / WKN TUAG32) will automatically be delivered by
Clearstream Banking Aktiengesellschaft, Mergenthalerallee 61, 65760
Eschborn, Germany, to the custodian banks on 12 October 2021 as per
the holding on 11 October 2021 at 11:59 p.m. CEST (the record
date). The custodian banks are responsible for booking the
Subscription Rights to the eligible custodian accounts of such
existing shareholders.
Investors holding depositary interests over the Company's shares
("DIs") on 11 October 2021 will be credited with pre-emptive
subscription rights ("DI Pre-Emptive Rights") that will allow them
to acquire additional DIs representing New Shares at the
Subscription Ratio and at the Subscription Price. Investors may
exercise their DI Pre-Emptive Rights from and including 12 October
2021 (after being credited with them) up to 10:00 (BST) on 26
October 2021 (the "DI Pre-Emptive Rights Subscription Period"). The
DI Pre-Emptive Rights will expire at the end of the DI Pre-Emptive
Rights Subscription Period.
Unexercised Subscription Rights or DI Pre-Emptive Rights will
lapse and will not automatically be sold. The New Shares to which
those unexercised Subscription Rights or DI Pre-Emptive Rights
relate may be sold in the Rump Placement. 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.
Applications will be made for the New Shares to be admitted to
listing and trading on the regulated market segment of the Hanover
Stock Exchange (the "HSE") and to be included and admitted to
trading in the Open Market segment of the Frankfurt Stock Exchange
(the "FSE"). Applications will also be made to the UK Financial
Conduct Authority (the "FCA") for the New Shares to be admitted to
the premium listing segment of the Official List of the FCA and to
the London Stock Exchange for the New Shares to be admitted to
trading on its Main Market for listed securities (the "UK
Admission").
Expected Capital Increase Timetable
Expected timetable of principal events in Germany and in the
United Kingdom:
6 October Approval of the German Prospectus by BaFin and approval of the UK Prospectus by the FCA
2021
6 October Publication of the German Prospectus and the UK Prospectus
2021
7 October International transfers of shares in the Company between the CREST system in the UK and the Clearstream
2021 system in Germany paused from close of business
7 October Subscription Offer published
2021
8 October Subscription Period begins; Subscription Rights trading on HSE and FSE begins
2021
11 October Record date for Subscription Rights entitlements
2021
DI Pre-Emptive Rights Subscription Period begins; DI Pre-Emptive Rights begin trading on a multilateral
12 October trading facility of the London Stock Exchange
2021
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
21 October Subscription Rights and DI Pre-Emptive Rights cease trading
2021
26 October Subscription Period and DI Pre-Emptive Rights Subscription Period end
2021
27 October Rump Placement, if any
2021
2 November Commencement of trading in the New Shares
2021
Settlement of New Shares with shareholders and investors
Please refer to the Prospectuses for other dates relevant to the
Offering.
ANALYST & INVESTOR ENQUIRIES
Mathias Kiep, Group Director Investor Relations, Tel: +44 (0)1293 645 925/
Controlling & Corporate Finance Tel: +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
Tel: + 49 (0)511 566 6024
Kuzey Alexander Esener, Head of Media Relations
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)
(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 German Prospectus, once approved, will be available on the
website of the BaFin (www.bafin.de), the website of the Company
(https://www.tuigroup.com/en-en/investoren/capital-increase-october-2021)
and the website of the European Securities And Markets Authority
(https://registers.esma.europa.eu/publication/). The UK Prospectus,
once approved, will be submitted to the National Storage Mechanism
and will be available for inspection at https://data.fca.org.uk/#/
nsm/nationalstoragemechanism and the website of the Company
(https://www.tuigroup.com/en-en/investoren/
capital-increase-october-2021)
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, Deutsche
Bank Aktiengesellschaft and HSBC Trinkaus & Burkhardt AG,
COMMERZBANK Aktiengesellschaft, Landesbank Baden-Württemberg and
Natixis (together, the Underwriters), 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
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,
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 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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ISIN: DE000TUAG000
Category Code: MSCH
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.: 123653
EQS News ID: 1238555
End of Announcement EQS News Service
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October 06, 2021 01:03 ET (05:03 GMT)
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