DJ TUI AG: Admission of Subscription Rights settled in the form of Depositary Interests ('DI Pre-Emptive Rights') and notice of intention to cancel trading of DI Pre-Emptive Rights
TUI AG (TUI)
TUI AG: Admission of Subscription Rights settled in the form of Depositary
Interests ('DI Pre-Emptive Rights') and notice of intention to cancel
trading of DI Pre-Emptive Rights
11-Jan-2021 / 13:03 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
Admission of Subscription Rights settled in the form of Depositary Interests
("DI Pre-Emptive Rights") and notice of intention to cancel trading of DI
Pre-Emptive Rights
11 January 2021
Further to the announcement on 7 January 2021, TUI AG (the Company)
announces that it has finalised its application to the London Stock Exchange
for the admission of 116,857,434 DI Pre-Emptive Rights to trading on a
multilateral trading facility of the London Stock Exchange. The Company
expects the admission to become effective tomorrow.
The Company intends to cancel the trading of the DI Pre-Emptive Rights on a
multilateral trading facility of the London Stock Exchange (the
Cancellation). It is expected that the Cancellation will take effect at
11:00 GMT on 22 January 2021.
All acceptances in respect of the DI Pre-Emptive Rights must be submitted so
as to settle by no later than 10:00 GMT on 26 January 2021, in accordance
with the instructions in the Prospectus (as defined below). The DI
Pre-Emptive Rights will settle on a T+2 basis.
Unexercised DI Pre-Emptive Rights will lapse and will not be sold. The New
Shares to which those unexercised DI Pre-Emptive Rights relate may be sold
in the Rump Placement or pursuant to the Commitment and Backstop Agreement
with Unifirm Limited, but shareholders or investors will not be entitled to
receive any proceeds from such sale, including any premium, as such payment
is restricted under the laws of Germany. 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.
A prospectus (the 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 (BaFin) 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
including the important notices below have the meaning set out in the
Prospectus.
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
(MORE TO FOLLOW) Dow Jones Newswires
January 11, 2021 07:03 ET (12:03 GMT)
