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2021-10-27

TUI AG: Results of Rump Placement

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.


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 END 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 RECOMMENDATION 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 INDEPENDENT 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 €2.75 per New Share.

The gross proceeds from the placing of the Rump Shares is approximately €33 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 €2.75 per New Share payable by other placees in the Rump Placement representing an aggregate value of approximately €10.7 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

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