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
29-March-2023 / 18:00 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 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 Hanover, 29 March 2023 Further to
the announcement on 24 March 2023, TUI AG (the Company) announces
that it has finalised its application to the London Stock Exchange
for the admission of 69,702,365 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 17:15 BST on 12 April 2023. All acceptances in respect of
the DI Pre-Emptive Rights must be submitted so as to settle by no
later than 10:00 BST on 17 April 2023, in accordance with the
instructions in the UK Prospectus (as defined below). The DI
Pre-Emptive Rights will settle on a T+1 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, 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 German
Prospectus) setting out the full details of the Offering, including
a full timetable of key dates, was 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) was approved on the same day by the UK Financial
Conduct Authority (FCA). Both prospectuses are available on the
Company's website (https://www.tuigroup.com/en-en/investors/
capital-increase-march-2023). A copy of the German Prospectus is
available on the website of BaFin (www.bafin.de) and the website of
the European Securities And Markets Authority
(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/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.
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 German Prospectus is available on the website of the BaFin (www.bafin.de), the website of the Company (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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and the website of the Company ( 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 the Underwriters, 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: 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.: 233574
EQS News ID: 1596159
End of Announcement EQS News Service
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