DJ TUI AG: Results of Rump Placement
TUI AG (TUI) TUI AG: Results of Rump Placement 27-Jan-2021 / 15:58 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 Rump Placement 27 January 2021 Further to the announcement earlier today regarding the results of the Subscription Offer, TUI AG (the Company) today confirms that Barclays Bank Ireland PLC, BofA Securities Europe SA, Citigroup Global Markets Europe AG and Deutsche Bank Aktiengesellschaft (together the Joint Global Coordinators) have successfully procured subscribers for all of the 8,320,058 New Shares not subscribed for in the Subscription Offer (Rump Shares) in the Rump Placement at a price of EUR3.85 per New Share. The gross proceeds from the placing of the Rump Shares is approximately EUR32 million. The net proceeds from the placing of such Rump Shares will be paid to the Company which will be used for the purposes set out in the 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), the website of the Company (https://www.tuigroup.com/en-en/investors/capital-increase) 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
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January 27, 2021 09:59 ET (14:59 GMT)
