TUI AG (TUI) TUI AG: Results of Rump Placement 27-Oct-2021 /
15:25 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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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
Results of Rump Placement
27 October 2021
Further to the announcement earlier today regarding the results
of the Subscription Offer, TUI AG (the "Company") today confirms
that Barclays Bank Ireland PLC, BofA Securities Europe SA,
Citigroup Global Markets Europe AG, Deutsche Bank
Aktiengesellschaft, HSBC Trinkaus & Burkhardt AG, COMMERZBANK
Aktiengesellschaft, Landesbank Baden-Württemberg and Natixis
(together the "Underwriters") have successfully procured
subscribers for all of the 12,045,529 New Shares not subscribed for
in the Subscription Offer ("Rump Shares") in the Rump Placement at
a price of EUR2.75 per New Share.
The gross proceeds from the placing of the Rump Shares is
approximately EUR33 million. The net proceeds from the placing of
such Rump Shares will be paid to the Company which will be used for
the purposes set out in the Prospectuses.
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 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") has been approved by the
Financial Conduct Authority (the "FCA") on the same day. Both
Prospectuses are available on the Company's website
(https://www.tuigroup.com/en-en/investoren/
capital-increase-october-2021). 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/nationalstor-agemechanism). The
information in this announcement should be read in conjunction with
both Prospectuses.
As part of the Rump Placement, 3,900,000 of the Rump Shares were
placed with Unifirm Limited ("Unifirm") at the same price of
EUR2.75 per New Share payable by other placees in the Rump
Placement representing an aggregate value of approximately EUR10.7
million. Unifirm is a related party of the Company for the purposes
of Chapter 11 of the Listing Rules of the FCA (the "UK Listing
Rules"). The subscription of these Rump Shares by Unifirm falls
within the smaller related party transaction provisions of UK
Listing Rule 11.1.10R (including when aggregated with other
relevant related party transactions in the past 12 months under UK
Listing Rule 11.1.11R).
As required by the UK Listing Rule 11.1.10R, Merrill Lynch
International, which is acting as sponsor to the Company for UK
Listing Rules in respect of the related party transaction described
above, has provided written confirmation to the Company that the
terms of the subscription for these Rump Shares by Unifirm are, in
its opinion, fair and reasonable as far as the shareholders of the
Company are concerned.
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:
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 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 approved German Prospectus is available on the website of
the BaFin (www.bafin.de), the website of the Company (
https://www.tuigroup.com/de-de/investoren/capital-increase-october-2021)
and the website of the ESMA (https://
registers.esma.europa.eu/publication/). The approved UK Prospectus
was submitted to the National Storage Mechanism and is available
for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and the
website of the Company (
https://www.tuigroup.com/de-de/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") 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: 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.: 125370
EQS News ID: 1244080
End of Announcement EQS News Service
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