28
February 2024
Not for distribution,
directly or indirectly, in or into the United States or any
jurisdiction in which such distribution would be
unlawful
TUI AG
Pre-Stabilisation
Notice
Deutsche Bank Aktiengesellschaft
(contact: Jeremy Selway, telephone +44 (0)20 7547 5983) hereby
gives notice that the Stabilisation Manager named below and its
affiliates may stabilise the offer of the following securities in
accordance with Commission Delegated Regulation (EU) 2016/1052
supplementing Regulation (EU) No 596/2014 of the European
Parliament and of the Council with regard to regulatory technical
standards for the conditions applicable to buy-back programmes and
stabilisation measures.
The
Securities:
Issuer:
TUI
AG
Guarantors (if
any):
On
the Issue Date, the Notes will be fully and unconditionally
guaranteed on a senior unsecured basis by DEFAG
Beteiligungsverwaltungs GmbH III, Leibniz-Service GmbH, Preussag
Beteiligungsverwaltungs GmbH IX, Robinson Club GmbH, TUI Aviation
Holding GmbH, TUI Deutschland GmbH, TUIfly GmbH, TUI Group Services
GmbH, First Choice Holidays Finance Limited, First Choice Holidays
Limited, TUI Airways Limited, TUI Group Fleet Finance Limited, TUI
Travel Aviation Finance Limited, TUI Travel Holdings Limited, TUI
Travel Limited, TUI UK Limited, TUI UK Transport Limited, TUI
Belgium NV and TUI Nordic Holding AB
Aggregate nominal
amount:
[400,000,000]
Description:
EUR [400,000,000] Sustainability-Linked Senior Notes [ ] due 2029
(RegS ISIN: XS2776523669; 144A ISIN: XS2776523743)
Issue/reoffer
price:
[TBD]
Spread over
benchmark:
[TBD]
Stabilisation:
Stabilising
Manager(s):
Deutsche Bank Aktiengesellschaft
Stabilisation period
expected to start
on:
28 February 2024
Stabilisation period
expected to end no later
than:
11 April 2024
Stabilisation trading venue(s):
OTC
Maximum size of over-
Allotment
facility:
5% of the aggregate nominal amount stated above
In connection with the offer of the
above securities, the Stabilisation Manager(s) may over-allot the
securities or effect transactions with a view to supporting the
market price of the securities at a level higher than that which
might otherwise prevail. However, there is no assurance that the
Stabilisation Manager(s) will take any stabilisation action and any
stabilisation action, if begun, may be ended at any time. Any
stabilisation action or over-allotment shall be conducted in
accordance with all applicable laws and rules.
This announcement is for information
purposes only and does not constitute an invitation or offer to
underwrite, subscribe for or otherwise acquire or dispose of any
securities of the Issuer in any jurisdiction.
This announcement and the offer of
the securities to which it relates are only addressed to and
directed at persons outside the United Kingdom and persons in the
United Kingdom who have professional experience in matters related
to investments or who are high net worth persons within Article
12(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 and must not be acted on or relied on by
other persons in the United Kingdom.
In addition, if and to the extent
that this announcement is communicated in, or the offer of the
securities to which it relates is made in, any EEA Member State
that has implemented Directive 2003/71/EC, as amended (together
with any applicable implementing measures in any Member State, the
"Prospectus Directive") before the publication of a prospectus in
relation to the securities which has been approved by the competent
authority in that Member State in accordance with the Prospectus
Directive (or which has been approved by a competent authority in
another Member State and notified to the competent authority in
that Member State in accordance with the Prospectus Directive),
this announcement and the offer are only addressed to and directed
at persons in that Member State who are qualified investors within
the meaning of the Prospectus Directive (or who are other persons
to whom the offer may lawfully be addressed) and must not be acted
on or relied on by other persons in that Member State.
This announcement is not an offer of
securities for sale into the United States. The securities have not
been, and will not be, registered under the United States
Securities Act of 1933 and may not be offered or sold in the United
States absent registration or an exemption from registration. There
will be no public offer of securities in the United
States.