TUI AG (TUI)
TUI AG: Fully Underwritten Offering to Raise Gross Proceeds of &euro544.6
million
07-Jan-2021 / 13:02 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 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 COMAPNY 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
Fully Underwritten Offering to Raise Gross Proceeds of &euro544.6 million
7 January 2021
Further to the announcement on 2 December 2020 and 5 January 2021 and the
approval by its shareholders on 5 January 2021, TUI AG (the Company)
announces a fully underwritten Offering (as defined below) to raise gross
proceeds of approximately &euro544.6 million through offering 508,978,534
new shares in the Company (the New Shares) to the Company's shareholders for
subscription. The Company's shareholders will be offered 25 New Shares for
every 29 existing shares they hold (Subscription Ratio) on the Record Date
(as defined below) at a subscription price of &euro1.07 per New Share (the
Subscription Price).
Investors holding depositary interests over the Company's shares (DIs) on 11
January 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 January 2021 (after being credited with them) up to 10:00 (GMT) on 26
January 2021 (the DI Subscription Period).
The subscription rights to the New Shares (the Subscription Rights) may be
traded on the Hanover Stock Exchange (HSE) and the Frankfurt Stock Exchange
(FSE) and the DI Pre-Emptive Rights may be traded on a multilateral trading
facility of the London Stock Exchange (LSE) at the times indicated in the
timetable below. Existing shareholders can exercise their Subscription
Rights during the period from and including 8 January 2021 up to and
including 26 January 2021 (the Subscription Period).
A prospectus (the Prospectus) setting out the full details of the Offering,
including a full timetable of key dates, has been approved and passported
into the United Kingdom. The Prospectus is available on the Company's
website (https://www.tuigroup.com/en-en/investors/capital-increase) as well
as on the website of BaFin (www.bafin.de) and the website of the European
Securities And Markets Authority
(https://registers.esma.europa.eu/publication/). The information in this
announcement should be read in conjunction with the Prospectus.
All capitalised terms used but not otherwise defined in this announcement
have the meaning set out in the Prospectus.
Key Highlights
The New Shares:
· will be offered in a subscription offer (Bezugsangebot) to existing
shareholders by way of (i) a public offering in Germany and the United
Kingdom, (ii) private placements in the United States to qualified
institutional buyers 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 reliance on Regulation S
under the Securities Act (the Subscription Offer); and
· not subscribed for in the Subscription Offer (Rump Shares), will be
offered in private placements to eligible or qualified investors in
certain other jurisdictions (the Rump Placement, and, together with the
Subscription Offer, the Offering).
Unifirm Limited (Unifirm), an existing shareholder of the Company, has
undertaken to the Company to exercise its Subscription Rights at the
Subscription Price and to purchase any Rump Shares that are not sold in the
Rump Placement (Unplaced Rump Shares) at the Subscription Price, provided,
however, that its maximum shareholding in the Company after implementation
of the Capital Increase will not exceed 36.00% of the registered share
capital of the Company, subject to certain terms and conditions. The Joint
Global Coordinators (as defined below) have agreed to underwrite the
remainder of the Unplaced Rump Shares at the Subscription Price, subject to
terms and conditions in the Underwriting Agreement. For further details of
Unifirm's participation in the Offering and of the underwriting of the
Offering, please refer to the Prospectus. Barclays Bank Ireland PLC, BofA
Securities Europe SA, Citigroup Global Markets Europe AG and Deutsche Bank
Aktiengesellschaft (together the Joint Global Coordinators) are acting as
joint global coordinators and joint bookrunners and underwriters (as noted
above) in connection with the Offering. Deutsche Bank AG, London Branch and
Merrill Lynch International are acting as joint sponsors (the Sponsors) with
respect to the applications for UK Admission.
Unexercised Subscription Rights or DI Pre-Emptive Rights will lapse and will
not be sold. The New Shares to which those unexercised Subscription Rights
or DI Rights relate may be sold in the Rump Placement or pursuant to the
arrangements described above with respect to Unplaced Rump Shares.
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.
Reasons for the Offering and Use of Proceeds
The principal purpose of the Offering is to repay indebtedness in order to
improve the Company's liquidity position. As a first priority, the Company
intends to use the net proceeds from the Offering of approximately &euro509
million to repay in full the &euro300 million outstanding principal amount
under the 2016 Notes together with any accrued but unpaid interest and
applicable premium in an estimated amount of approximately &euro14.0
million, assuming repayment of the 2016 Notes on or about 26 February 2021.
The Company intends to use the remaining net proceeds from the Offering, in
the amount of approximately &euro195 million, to strengthen its ongoing
liquidity.
Timetable
Expected timetable of principal events in Germany and in the United Kingdom:
30 December 2020 Publication of the Prospectus
7 January 2021 Subscription Offer published
8 January 2021 Existing shares and DIs marked ex-entitlement;
Subscription Period begins and Subscription
Rights trading on HSE and FSE begins
11 January 2021 Record date for Subscription Rights
entitlements and for DI Rights entitlements
(Record Date)
12 January 2021 DI Pre-Emptive Rights created and credited to
investors; DI Subscription Period begins and
the DI Pre-Emptive Rights begin trading on a
multilateral trading facility of the LSE
20 January 2021 Commencement of trading in the New Shares on
HSE and FSE
22 January 2021 DI Pre-Emptive Rights cease trading (at 11:00
GMT) and Subscription Rights cease trading (at
noon CET)
26 January 2021 DI Rights Subscription Period ends (at 10:00
GMT) and Subscription Period ends (at 23:59
CET)
27 January 2021 Rump Placement, if any
29 January 2021 Settlement of New Shares with shareholders and
investors; New Shares begin trading on Main
Market for listed securities of the LSE
Application has been made to the LSE for up to 508,978,534 DI Pre-Emptive
Rights to be admitted to trading on a multilateral trading facility of the
London Stock Exchange which is expected to be effective on 12 January 2021.
The DI Pre-Emptive Rights will expire at the end of the DI Rights
Subscription Period. All acceptances in respect of the DI Pre-Emptive Rights
must be submitted no later than the expected deadline of 10:00 GMT on 26
January 2021. The DI Pre-Emptive Rights will settle on a T+2 basis.
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 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 Prospectus of the Company which
has been approved by the BaFin and has been passported into the United
Kingdom, which approval and passporting 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 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
should read the 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 Prospectus is available on the website of the BaFin
(www.bafin.de [1]), the website of the Company
(https://www.tuigroup.com/en-en/investors/capital-increase [2]) and the
website of the European Securities And Markets Authority
(https://registers.esma.europa.eu/publication/).
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 Joint
Global Coordinators, 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 Joint Global Coordinators, 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 Joint Global
Coordinators, 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 Joint Global Coordinators and Sponsors is acting exclusively for
the Company in connection with the Offering and they are acting for no one
else. The Joint Global Coordinators 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 Joint Global Coordinators 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
Joint Global Coordinators and any of their affiliates in such capacity. In
addition, certain of the Joint Global Coordinators or their affiliates may
enter into financing arrangements (including swaps, warrants or contracts
for difference) with investors in connection with which such Joint Global
Coordinators (or their affiliates) may from time to time acquire, hold or
dispose of Securities. None of the Joint Global Coordinators 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
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 Joint Global Coordinators, 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 Joint Global Coordinators
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.
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.: 91042
EQS News ID: 1158962
End of Announcement EQS News Service
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January 07, 2021 07:02 ET (12:02 GMT)
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