Results of Tender Offer for Existing Notes

RNS Number : 6593D

TUI AG

25 March 2011

 



TUI AG Announces Results of Tender Offer for Existing Notes

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED IN OR RESIDENT IN ITALY

25 March 2011 - TUI AG (the "Company") has today announced that it will repurchase approximately €550 million nominal value of existing notes (at a total cost, inclusive of accrued interest, of €562.8 million) in connection with the invitation to tender bonds announced on 7 March 2011.   The Company will purchase approximately €176.8 million nominal value of the 5.125% Senior Notes due 2012 (XS0237433700 / XS0237431837) (the "2012 Senior Notes") and approximately €373.3 million nominal value of the 2.750% Convertible Notes due 2012 (DE000TUAG091) (the "2012 Convertible Notes").   Following these purchases, there will be approximately €273.2 million of 2012 Senior Notes outstanding and approximately €320.7 million of 2012 Convertible Notes outstanding. 

The Company will accept all validly tendered 2012 Senior Notes without pro-ration.  The pro-ration factor applied by the Company for acceptances of validly tendered 2012 Convertible Notes is 68.4%. If the application of the pro-ration factor would result in any holder of 2012 Convertible Notes, following the purchase of Notes, holding an amount below the minimum denomination of such Notes (€50,000), such acceptance will be scaled back so that Notes remaining outstanding with each holder are in an amount no less than the minimum denomination.

The Company has funded the offer with the net proceeds of approximately €334 million from its offering of convertible bonds due 2016 and existing cash resources of approximately €229 million. The Company is applying a greater amount of existing cash resources than the previously announced amount of approximately €150 million.

Accrued interest will be paid on all Notes that have been accepted for purchase.  The settlement for Notes accepted for purchase is expected to take place on 29 March 2011.

Dealer Managers: BofAML ([phone] / [phone] or email [e-mail] / [e-mail]) and Citi ([phone] or email [e-mail]) and Tender Agent: Lucid ([phone] or email [e-mail])

The Tender Offers are not being made, and will not be made, directly or indirectly 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.

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 in the Tender Offer Memorandum), this announcement is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Directive").

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 

END

 

 

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