TUI Travel PLC Scheme Effective (4913Z)

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RNS Number : 4913Z

TUI Travel PLC

11 December 2014

Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws OR REGULATIONS of such jurisdiction

For Immediate Release

11 December 2014

RECommended all-Share merger of TUI Travel PLC and TUI AG

Scheme Effective

Resignation of TUI Travel PLC Directors

On 15 September 2014, the Independent Directors of TUI Travel PLC ("TUI Travel") and the Executive Board (Vorstand) of TUI AG announced that they had reached agreement on the terms of a recommended all-share nil-premium merger of TUI Travel and TUI AG (the "Merger"), to be implemented by way of a scheme of arrangement of TUI Travel under Part 26 of the Companies Act 2006 (the "Scheme"). The document in respect of the Scheme was published on 2 October 2014 (the "Scheme Document").

At the Court Hearing on 10 December 2014, the High Court made an order sanctioning the Scheme under section 899 of the Companies Act 2006 (without amendment or modification) and confirming the associated Reduction of Capital under section 648 of the Companies Act 2006 (the "Court Order").

The Independent Directors of TUI Travel and the Executive Board of TUI AG are pleased to announce that, following the delivery of the Court Order to Companies House earlier today, the Scheme has become effective in accordance with its terms.

Given the above and TUI Travel becoming a wholly-owned subsidiary of TUI AG, the Board of Directors of TUI Travel (the "Board") confirms that each of Friedrich Joussen, Sir Michael Hodgkinson, Horst Baier, Sebastian Ebel, Valerie Gooding, Janis Kong, Coline McConville, Minnow Powell, Dr Erhard Schipporeit and Dr Albert Schunk has notified the Board of his or her resignation from the Board with immediate effect. Following such resignations, the Board will comprise Peter Long, Johan Lundgren and William Waggott.

Applications have been made to the UK Listing Authority and the London Stock Exchange for the TUI AG Shares to be admitted to listing and trading on the Main Market of the London Stock Exchange with effect from 8:00 a.m. on 17 December 2014.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Enquiries

TUI Travel Contacts

Analysts & Investors:

Andy Long, Director of Strategy & Investor Relations

Tel: [phone]

Tej Randhawa, Investor Relations Manager

Tel: [phone]

Sarah Coomes, Investor Relations Manager

Tel: [phone]

Press:

Lesley Allan, Corporate Communications Director

Tel: [phone]

Mike Ward, External Communications Manager

Tel: [phone]

Michael Sandler / Katie Matthews (Hudson Sandler)

Tel: [phone]

Lazard (lead financial adviser to the Independent Directors of TUI Travel):

[phone]

Nicholas Shott

Cyrus Kapadia

Vasco Litchfield

Aamir Khan

Bank of America Merrill Lynch (financial adviser to the Independent Directors of TUI Travel and joint corporate broker to TUI Travel):

[phone]

Jonathan Bewes

Ed Peel

Barclays (financial adviser to the Independent Directors of TUI Travel and joint corporate broker to TUI Travel):

[phone]

Jim Renwick

Robert Mayhew

Alex de Souza

TUI AG Contacts

Analysts & Investors:

Nicola Gehrt, Head of Investor Relations

[phone]

Ina Klose, Manager Investor Relations

[phone]

Press:

Thomas Ellerbeck, Group Director Corporate & External Affairs

[phone]

Michael Röll, Head of Group Communications TUI AG

[phone]

Kuzey Esener, Head of Media Relations/Corporate Spokesperson

[phone]

Deutsche Bank (financial adviser and corporate broker to TUI AG):

[phone]

Berthold Fuerst

James Ibbotson

Peter Krueger

Brent Nabbs (Corporate Broking)

Greenhill (financial adviser to TUI AG):

[phone]

David Wyles

Philip Meyer-Horn

Alex Usher-Smith

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Independent Directors of TUI Travel and no one else in connection with the Merger and will not be responsible to anyone other than the Independent Directors of TUI Travel for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Merger or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein, the Merger or otherwise.

Barclays Bank PLC, acting through its investment bank, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Independent Directors of TUI Travel and no one else in connection with the matters described herein and will not be responsible to anyone other than the Independent Directors of TUI Travel for providing the protections afforded to its clients or for providing advice in relation to the matters described in this announcement or any transaction or any other matters referred to herein.

Merrill Lynch International, a subsidiary of Bank of America Corporation, is acting exclusively for the Independent Directors of TUI Travel in connection with the matters described in this announcement and for no one else and will not be responsible to anyone other than the Independent Directors of TUI Travel for providing the protections afforded to its clients or for providing advice in relation to the matters described in this announcement or any transaction or any other matters referred to herein.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Deutsche Bank AG is acting as joint financial adviser to TUI AG and no one else in connection with the Merger or the contents of this announcement and will not be responsible to anyone other than TUI AG for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to herein.

Greenhill & Co. Europe LLP, which is authorised and regulated by the Financial Conduct Authority, and is also authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority), is acting as joint financial adviser to TUI AG and no one else in connection with the Merger or the contents of this announcement and will not be responsible to anyone other than TUI AG for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or otherwise dispose of or invitation to purchase or otherwise acquire any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

Overseas Shareholders

The availability of the New TUI AG Shares and TUI AG DIs in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves about, and observe, any applicable restrictions. TUI Travel Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Notes to United States investors in TUI Travel

TUI Travel Shareholders in the United States should note that the Merger relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Exchange Act will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.

TUI Travel is organised under the laws of England. TUI AG is organised under the laws of Germany. All of the officers and directors of TUI Travel and TUI AG are residents of countries other than the United States. The majority of the assets of TUI Travel and TUI AG are located outside of the United States. As a result, it may not be possible to effect service of process within the United States upon TUI Travel, TUI AG, or any of their respective officers or directors, or to enforce outside the United States judgements obtained against TUI Travel, TUI AG, or any of their respective officers or directors in US courts, including, without limitation, judgements based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States. It may not be possible to sue TUI Travel and TUI AG or their respective officers or directors in a non-US court for violations of US securities laws. It may be difficult to compel TUI Travel, TUI AG and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, TUI AG or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase TUI Travel Shares outside of the United States, other than pursuant to the Merger, until the date on which the Merger becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be available from the Regulatory Information Service of the London Stock Exchange available at http://www.londonstockexchange.com.

Notes regarding New TUI AG Shares

The New TUI AG Shares to be issued pursuant to the Scheme have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States or the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New TUI AG Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission.

The New TUI AG Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof with respect to the New TUI AG Shares issued pursuant to the Scheme, TUI Travel will advise the Court that its sanctioning of the Scheme will be relied upon by TUI AG as an approval of the Scheme following a hearing on its fairness to TUI Travel at which hearing all TUI Travel Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such TUI Travel Shareholders. Neither the SEC nor any US state securities commission has reviewed or approved this announcement, the Scheme, or the issue of the New TUI AG Shares, and any representation to the contrary is a criminal offence in the United States. Accordingly, the New TUI AG Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into any Restricted Jurisdiction if to do so would constitute a violation of relevant laws of, or would require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company; and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to TUI Travel Shareholders

Please be aware that addresses, electronic addresses and certain information provided by TUI Travel Shareholders, persons with information rights and other relevant persons for the receipt of communications from TUI Travel may be provided to TUI AG during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

This information is provided by RNS

The company news service from the London Stock Exchange

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