TIDMTT. TIDM0NLA
RNS Number : 5309V
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
28 october 2014
RECOMMENDED ALL-SHARE MERGER OF TUI TRAVEL PLC AND TUI AG
Result of Court Meeting and General Meeting
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").
TUI Travel published the scheme document in connection with the
Scheme, containing the notice of the Court Meeting and Notice of
General Meeting, on 2 October 2014 (the "Scheme Document").
The Independent Directors of TUI Travel now announce that, at
the Court Meeting of the Scheme Shareholders and the General
Meeting of the TUI Travel Shareholders, both held on 28 October
2014, the resolutions contained in the notice of the Court Meeting
and Notice of General Meeting were duly passed by the requisite
majorities.
The results of the TUI AG EGM also held today have not yet been
announced. Subject to confirmation of the passing by the requisite
majorities of certain relevant resolutions in relation to the
Merger that were proposed at today's TUI AG EGM and the resolutions
in respect of the Direct Capital Increase and the Conditional
Capital Increase being registered at the commercial registries in
Hanover and Charlottenburg/Berlin within the intended timeframe, it
is expected that the Court Hearing to sanction the Scheme and
Reduction of Capital will be held on 10 December 2014 and that the
Scheme will become Effective on 11 December 2014 (as set out in the
Scheme Document). Further announcements will be made in due course
as required.
Results of the Court Meeting
At the Court Meeting held on 28 October 2014, a poll was
conducted on the resolution to approve the Scheme, which was passed
by the requisite majority. The results are detailed below:
Number of % of Scheme Number of % of Scheme
Scheme Shareholders Shareholders Scheme Shares Shares voted
who voted who voted voted
--------- --------------------- -------------- --------------- --------------
For 941 80.15 360,902,969 79.87
--------- --------------------- -------------- --------------- --------------
Against 233 19.85 90,933,068 20.13
--------- --------------------- -------------- --------------- --------------
Total 1,174 100% 451,836,037 100%
--------- --------------------- -------------- --------------- --------------
59.32% of the total number of Scheme Shares in issue were voted
for the resolution to approve the Scheme and 14.95% were voted
against.
Results of the General Meeting
At the General Meeting held on 28 October 2014, a poll was
conducted on the Special Resolution proposed, which was passed by
the requisite majority. The results are detailed below:
Number of TUI Travel % of TUI Travel Shares
Shares voted voted
---------------- --------------------- -----------------------
For 973,773,899 91.76
---------------- --------------------- -----------------------
Against 87,466,838 8.24
---------------- --------------------- -----------------------
Vote withheld* 3,469,353 -
---------------- --------------------- -----------------------
Total 1,064,710,090 100%
---------------- --------------------- -----------------------
*A vote withheld is not a vote in law and accordingly is not
counted in the calculation of the proportion of votes for and
against the special resolution.
A copy of the Special Resolution passed at the General Meeting
will shortly be submitted to the Financial Conduct Authority
("FCA") via the National Storage Mechanism and will be available
for inspection at http://www.morningstar.co.uk/uk/NSM.
The Company's new Articles of Association, adopted pursuant to
the Special Resolution passed at the General Meeting, will shortly
be published on the Company's website at
http://www.tuitravelplc.com/investors-media/merger-tui-ag.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document dated 2 October 2014.
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
Lazard (lead financial adviser to the Independent Directors of
TUI Travel):
+44 (0) 20 7187 2000
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):
+44 (0) 20 7996 9777
Jonathan Bewes
Ed Peel
Barclays (financial adviser to the Independent Directors of TUI
Travel and joint corporate broker to TUI Travel):
+44 (0) 20 7623 2323
Jim Renwick
Robert Mayhew
Alex de Souza
TUI AG Contacts
Analysts & Investors:
Nicola Gehrt, Senior Manager Investor Relations
+49 (0) 511566-1435
Ina Klose, Manager Investor Relations
+49 (0) 511566-1318
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
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.
Grafico Azioni TUI Travel (LSE:TT.)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni TUI Travel (LSE:TT.)
Storico
Da Lug 2023 a Lug 2024
