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2021-10-27

TUI AG: Results of the Subscription Offer

TUI AG (TUI)
TUI AG: Results of the Subscription Offer

27-Oct-2021 / 11:42 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 the Subscription Offer

27 October 2021

Further to the announcement on 6 October 2021, TUI AG (the "Company") today announces the results of the Subscription Offer.

The Company has received acceptances in respect of 511,475,249 New Shares, representing 97.70% of the total number of New Shares to be issued pursuant to the Offering.

Settlement of the New Shares is expected to take place on 2 November 2021. All of the 523,520,778 New Shares are expected to be admitted to trading on the regulated market segment of the Hanover Stock Exchange on 29 October 2021. It is expected that 70,819,356 New Shares in the form of depositary interests will commence trading on the main market for listed securities of the London Stock Exchange at 08:00 GMT on 2 November 2021.

There are no ordinary shares held in treasury. The execution of the capital increase is expected to be registered by the competent commercial registries in Hanover and Berlin/Charlottenburg on 28 October 2021. Therefore, the Company hereby confirms that the total number of voting rights in the Company will be 1,622,914,412 after the registration of the capital increase with the competent commercial registers. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Pursuant to the terms of the Underwriting Agreement, 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") will offer the New Shares not subscribed for in the Subscription Offer (being the "Rump Shares") in the Rump Placement today.

A further announcement as to the number of New Shares for which subscribers have been procured in the Rump Placement will be made in due course.

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 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.

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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