TIDM0NLA TIDMTT.
RNS Number : 3530T
TUI AG
02 October 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS AND NO INVESTMENT DECISION should be made IN RELATION TO
THE NEW TUI SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE
SCHEME DOCUMENT AND THE TUI AG PROSPECTUS
FOR IMMEDIATE RELEASE
2 OCTOBER 2014
RECOMMENDED ALL-SHARE MERGER OF TUI TRAVEL PLC AND TUI AG
Publication of TUI AG Prospectus
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").
TUI AG announces that it has today published a prospectus issued
in connection with the Merger (the "TUI AG Prospectus"). The TUI AG
Prospectus has been approved by the Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin) and a request has been made
for the passporting of the approved prospectus to the UK Listing
Authority. Defined terms used but not defined in this announcement
have the meanings set out in the TUI AG Prospectus.
The TUI AG Prospectus is available on TUI AG's website and can
be accessed under the following link:
http://www.tui-group.com/en/ir/merger
For further information please contact:
Nicola Gehrt
Head of Investor Relations
Phone: +49 (0)511 566-1435
Email: nicola.gehrt@tui.com
Ina Klose
Manager Investor Relations
Phone: +49 (0)511 566-1318
Email: ina.klose@tui.com
Press:
Thomas Ellerbeck, Group Director Corporate & External
Affairs
+49 (0) 511566-6000
Michael Röll, Head of Group Communications TUI AG
+49 (0) 511566-6020
Kuzey Esener, Head of Media Relations/Corporate Spokesperson
+49 (0) 511566-6024
Deutsche Bank (financial adviser and corporate broker to TUI
AG):
+44 (0)20 7545 8000
Berthold Fuerst
James Ibbotson
Peter Krueger
James Agnew (Corporate Broking)
Greenhill (financial adviser to TUI AG):
+44 (0) 20 7198 7400
David Wyles
Philip Meyer-Horn
Alex Usher-Smith
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 document 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 document 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 document 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 document or any matter referred to herein.
Overseas Shareholders
This announcement may not be treated as an invitation to acquire
or subscribe for any New TUI Shares by any person (an "Overseas
Shareholder") resident or located in any jurisdiction where local
laws or regulations may result in significant risk of civil,
regulatory or criminal exposure if information concerning the
Merger is sent or made available in that jurisdiction.
It is the responsibility of Overseas Shareholders to satisfy
themselves as to the full observance of the laws of the relevant
jurisdiction in connection with the issue of New TUI Shares,
including the obtaining of any governmental, exchange control or
other consents which may be required and the compliance with other
necessary formalities which are required to be observed and the
payment of any issue, transfer or other taxes due in 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 Securities
Exchange Act of 1934 (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 Shares
The New TUI 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 Shares has been,
or will be, lodged with, or registered by, the Australian
Securities and Investments Commission.
The New TUI 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 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 Shares, and any representation to the
contrary is a criminal offence in the United States.
Accordingly, the New TUI 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).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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