TIDMTT.
RNS Number : 5172V
TUI Travel PLC
28 October 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 THAT
JURISDICTION
For immediate release 28 October 2014
Statement from TUI Travel PLC ("TUI Travel") regarding today's
Financial Times article on the Recommended all-share Merger of TUI
Travel and TUI AG ("TUI AG")
TUI Travel wishes to clarify certain comments attributed to Mr
Peter Long in today's Financial Times article on the Merger.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document dated 2 October 2014.
TUI Travel confirms that the commercial benefits expected to be
obtained from opening new hotels and from improved hotel occupancy
are not capable of being calculated and reported on to the
standards required by the UK Takeover Code as quantified financial
benefits and accordingly retracts the attributed statements in the
article that placed figures on those benefits.
Shareholders and other market participants should refer to
section 3(b)(iv) (increased occupancy from vertical integration)
and section 4(b) (accelerate long-term growth...) of Part I of the
Scheme Document for accurate information on forward-looking
information on increased hotel occupancy and growth in hotels as a
result of the Merger.
In addition, shareholders and other market participants should
refer to section 3(b)(i) (corporate streamlining), 3(b)(ii) (cash
tax benefits) and 3(b)(iii) (integration of Inbound Services...) of
Part I of the Scheme Document for accurate information on the
Quantified Financial Benefits Statements.
Enquiries
TUI Travel Contacts
Analysts & Investors:
Andy Long, Director of Strategy & Investor Relations
Tel: +44 (0)1293 645 831
Tej Randhawa, Investor Relations Manager
Tel: +44 (0)1293 645 829
Sarah Coomes, Investor Relations Manager
Tel: +44 (0)1293 645 827
Press:
Lesley Allan, Corporate Communications Director
Tel: +44 (0)1293 645 790
Mike Ward, External Communications Manager
Tel: +44 (0)1293 645 776
Michael Sandler / Katie Matthews (Hudson Sandler)
Tel: +44 (0)20 7796 4133
Forward-looking statements
This announcement contains statements about TUI AG, TUI Travel
and the Combined Group which are, or may be deemed to be,
"forward-looking statements" and which are prospective in nature.
All statements other than statements of historical fact included in
this announcement may be forward-looking statements. They are based
on current expectations and projections about future events, and
are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims",
"projects", "future-proofing" or words or terms of similar
substance or the negative thereof, as well as variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of TUI AG's, TUI Travel's or the Combined
Group's operations and potential synergies resulting from the
Merger; and (iii) the effects of global economic conditions on TUI
AG's, TUI Travel's or the Combined Group's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of TUI AG or TUI
Travel to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Important factors that could cause
actual results, performance or achievements of TUI AG or TUI Travel
to differ materially from the expectations of TUI AG or TUI Travel,
as applicable, include, among other things, general business and
economic conditions globally, industry trends, competition, changes
in government and other regulation, changes in political and
economic stability, disruptions in business operations due to
reorganisation activities (whether or not TUI AG combines with TUI
Travel), interest rate and currency fluctuations, the failure to
satisfy any conditions for the Merger on a timely basis or at all,
the failure to satisfy the conditions of the Merger if and when
implemented (including approvals or clearances from regulatory and
other agencies and bodies) on a timely basis or at all, the failure
of TUI AG to combine with TUI Travel on a timely basis or at all,
the inability of the Combined Group to realise successfully any
anticipated synergy benefits when the Merger is implemented, the
inability of the Combined Group to integrate successfully TUI AG's
and TUI Travel's operations and programmes when the Merger is
implemented, the Combined Group incurring and/or experiencing
unanticipated costs and/or delays or difficulties relating to the
Merger when the Merger is implemented. Such forward-looking
statements should therefore be construed in light of such
factors.
Neither TUI AG nor TUI Travel, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof.
Other than in accordance with its legal or regulatory
obligations, neither TUI AG nor TUI Travel is under any obligation
and TUI AG and TUI Travel each expressly disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent personal financial advice immediately from your
stockbroker, bank manager, solicitor, accountant, fund manager or
other appropriate independent financial adviser duly authorised
under the UK Financial Services and Market Act 2000 (as amended) if
you are resident in the UK or, if not, from another appropriately
authorised independent financial adviser.
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for TUI AG or TUI Travel, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
TUI AG or TUI Travel, as appropriate.
Disclosure requirements of the Code
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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 pm (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 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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