Publication of Prospectus

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: [phone]

Email: [e-mail]

Ina Klose

Manager Investor Relations

Phone: [phone]

Email: [e-mail]

Press:

Thomas Ellerbeck, Group Director Corporate & External Affairs

[phone]

Michael Röll, Head of Group Communications TUI AG

[phone]

Kuzey Esener, Head of Media Relations/Corporate Spokesperson

[phone]

Deutsche Bank (financial adviser and corporate broker to TUI AG):
[phone]

Berthold Fuerst
James Ibbotson
Peter Krueger
James Agnew (Corporate Broking)

Greenhill (financial adviser to TUI AG):

[phone]

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).

 

END

 

 

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