Notice of Invitation to Tender Notes for Purchase
7 March 2011
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED IN OR RESIDENT IN ITALY
This announcement does not constitute, or form part of, any solicitation of any offer or invitation to sell any securities or any offer of securities, in any jurisdiction nor shall it (or any part of it), or the fact of its distribution, form the basis of or be relied on in connection with any contract therefore. No indications of interest in the solicitation of offers to sell or to subscribe for securities are sought by this announcement. The Tender Offers are not made to, and any tenders will not be accepted from, or on behalf of, holders of Notes in any jurisdiction in which the making of the Tender Offers is not in compliance with the laws or regulations of such jurisdiction. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required to inform themselves about, and to observe, any such restrictions. In respect of the New Notes Offering (as defined hereafter), this announcement is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Directive").
NOTICE OF INVITATION TO TENDER NOTES FOR PURCHASE FOR CASH
TUI AG
€450,000,000 5.125% TUI AG Senior Notes due 2012
€694,000,000 2.750% TUI AG Convertible Notes due 2012
7 March 2011 - TUI AG (the Company) announced the launch of an invitation to (i) holders of the €450,000,000 5.125% Senior Notes due 2012 (the 2012 Senior Notes) and (ii) holders of the €694,000,000 2.750% Convertible Notes due 2012 (the 2012 Convertible Notes, and together with the 2012 Senior Notes, the Notes) to submit tenders to the Company to purchase their Notes for cash. The offers to purchase the 2012 Senior Notes and the 2012 Convertible Notes are collectively referred to herein as the Tender Offers. The Tender Offers are being made pursuant to a tender offer memorandum dated 7 March 2011 (the Tender Offer Memorandum).
Each of the Tender Offers will expire at 5:00 p.m. (CET), on 24 March 2011, unless extended. The Payment Date is expected to be 29 March 2011.
The Minimum Tender Amount shall be €50,000 for each Series of Notes. The amounts in cash to be paid for each €1,000 of Notes accepted for purchase of each Series of Notes (with such prices together being the Notes Purchase Prices) are set forth below. The Company will also pay Accrued Interest on any Notes accepted for purchase.
|
Security Description |
Common Codes/ |
Outstanding Aggregate Principal Amount |
Purchase Price |
|
5.125% Senior Notes due 2012 |
023743183 |
€450,000,000 |
€1,033.75 |
|
2.750% Convertible Notes due 2012 |
030354451 |
€694,000,000 |
€995.00 |
The Company intends to accept tenders of such principal amount of 2012 Senior Notes and 2012 Convertible Notes tendered as it can purchase with the Maximum Purchase Amount. The Maximum Purchase Amount will be based on the net proceeds of its concurrent offering (the New Notes Offering) of Convertible Notes due 2016, plus existing cash resources of up to €150 million. The purpose of the Tender Offers and the New Notes Offering is to lengthen and level the company's debt maturity profile while using existing cash resources to reduce ongoing interest expenses.
In the event that the aggregate amount of cash required to purchase validly tendered 2012 Senior Notes and 2012 Convertible Notes (excluding Accrued Interest) exceeds the Maximum Purchase Amount, the Company will determine the allocation of funds between the 2012 Senior Notes and 2012 Convertible Notes at its sole discretion. Acceptances will be pro-rated equally within each such Series of Notes according to a Pro-ration Factor.
The 2012 Senior Notes Offer and the 2012 Convertible Notes Offer are each conditional on the completion of the New Notes Offering (the Financing Condition). The Company reserves the right to waive this and any other condition to the Tender Offers. Noteholders wishing to tender their Notes must transfer good, marketable and unencumbered title to the Notes prior to the Expiration Time.
The Tender Offers will be executed electronically via the clearing systems, including Euroclear, Clearstream Frankfurt and Clearstream Luxembourg. Subject to applicable law, the Company may, in its sole discretion, extend, amend or terminate any or all of the Tender Offers as provided in the Tender Offer Memorandum.
The anticipated transaction timetable is summarised below (all dates and times are subject to amendment or extension):
|
Date |
Calendar Date and Time |
Event |
|
Commencement.......................... |
7 March 2011 |
Commencement of the Tender Offers. |
|
Announcement of the estimated Maximum Purchase Amount..... |
|
The Company will announce the estimated Maximum Purchase Amount(1). |
|
Expiration Time......................... |
5:00 p.m., CET, on 24 March 2011 |
The deadline for Notes to be validly tendered. Each Tender Offer expires unless earlier extended or terminated. |
|
Tender Offer Acceptance Announcement and Announcement of final Maximum Purchase Amount..... |
|
The time at which the Company will announce the final Maximum Purchase Amount and whether it will accept any tenders (the Tender Offer Acceptance Announcement). (2) The Company will also announce the aggregate amount of Notes accepted for purchase from each Series of Notes, if any, the applicable Pro-ration Factor and the aggregate amount remaining outstanding in each Series of Notes. |
|
Payment Date............................ |
Expected to be 29 March 2011 |
The date within three business days following the Tender Offer Acceptance Announcement on which the Notes Purchase Prices, plus accrued and unpaid interest up to, but not including, the Payment Date, is paid to Noteholders whose Notes have been accepted for purchase. |
___________________
(1) The Maximum Purchase Amount will be finalized after the expiration of the Tender Offers.
(2) The Company intends to announce publicly the results of the offer to purchase as soon as practicable after the Expiration Time by the issue of a press release and/or a notice sent via the Clearing Systems. The Company intends to publicly announce any extensions of the Expiration Time by the issue of a press release and/or a notice sent via the Clearing Systems.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes to confirm whether such intermediary would require to receive instructions to participate in, or revoke their instruction to participate in (in the limited circumstances in which revocation is permitted), the Tender Offers before the deadlines specified above. The deadlines set by each Clearing System for the submission of Notes in favor of the Tender Offers will be earlier than the relevant deadlines above.
Citigroup Global Markets Limited and Merrill Lynch International are acting as dealer managers in connection with the Tender Offers. Lucid Issuer Services Limited is acting as tender agent.
Further Action and Information
Any questions regarding the terms of the Tender Offers may be directed to the Dealer Managers:
|
Citigroup Global Markets Limited |
Merrill Lynch International
|
Any questions or requests for copies of the Tender Offer Memorandum may be directed to the Tender Agent:
Lucid Issuer Services Limited
Leroy House 436 Essex Road
London N1 3QP
United Kingdom
Attention: Yves Theis, Sunjeeve Patel
+44 20 7704 0880
E-mail: tui@lucid-is.com
This announcement must be read in conjunction with the Tender Offer Memorandum which has been prepared by TUI AG in connection with the Tender Offers.
This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offers. If any Noteholder is in doubt as to the action it should take, such Noteholder should seek financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. A Qualifying Noteholder whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes in the Tender Offers.
This announcement does not constitute an invitation to participate in the Tender Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this Announcement in certain jurisdictions may be restricted by law. Persons into whose possession this Announcement comes are required by each of the Company, the Dealer Managers and Tender Agent to inform themselves about, and to observe, any such restrictions.
The Tender Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of Notes in the Tender Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each Noteholder participating in the Tender Offers will represent that it is not located in the United States and is not participating in the Tender Offers from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offers from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offers have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financiere et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Tender Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (the Belgian Takeover Law) and as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the Belgian Prospectus Law) (each of the Belgian Takeover Law and the Belgian Prospectus Law as amended or replaced from time to time, including by any amending Royal Decree). Accordingly, the Tender Offers may not be advertised and the Tender Offers will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than qualified investors as referred to in Article 10, of the Belgian Prospectus Law (as amended from time to time) acting on their own account. Insofar as Belgium is concerned, the Tender Offer Memorandumt has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offers. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France (France). Neither this Announcement nor any other document or material relating to the Tender Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (Investisseurs Qualifies) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monetaire et Financier, are eligible to participate in the Tender Offers.
The Tender Offer Memorandum has not been and will not be submitted for clearance to the Autorite des Marches Financiers.
The Tender Offers are not being made, directly or indirectly, in Italy. The Tender Offers and the Tender Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are notified that, to the extent such Noteholders are located or resident in Italy, the Tender Offers are not available to them and they may not tender Notes in the Tender Offers and, as such, any Electronic Instructions (as defined below) received from such persons shall be ineffective and void, and neither this Announcement nor any other documents or materials relating to the Tender Offers or the Notes may be distributed or made available in Italy.
The communication of this Announcement and any other documents or materials relating to the Tender Offers is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
None of the Company, the Dealer Managers, the Tender Agent or any of its or their respective affiliates, makes any recommendation as to whether or not any Noteholders should tender their Notes pursuant to the Tender Offers. Each Qualifying Noteholder must make its own decision as to whether or not to tender Notes in connection with the Tender Offers and should consider all the information in the Tender Offer Memorandum and in particular, the information contained in "Risk Factors and Other Considerations".
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange.
This information is provided by RNS