TUI AG: Fully Underwritten Offering to Raise Gross Proceeds of ?544.6 million (1158962)

 
 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: [phone] 
 

Nicola Gehrt, Director, Head of Group Investor Relations Tel: [phone] 
1435 
 
Contacts for Analysts and Investors in UK, Ireland and Americas 
 
Hazel Chung, Senior Investor Relations Manager Tel: [phone] 
 
Contacts for Analysts and Investors in Continental Europe, Middle East and 
Asia 
 
Ina Klose, Senior Investor Relations Manager Tel: [phone] 
 
Media 
 
Kuzey Alexander Esener, Head of Media Relations Tel: [phone] 
 
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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(END) Dow Jones Newswires

January 07, 2021 07:02 ET (12:02 GMT)