NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA, JERSEY OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
TUI AG (“TUI”) announces the pricing of its equity-linked financing in shares of TUI Travel PLC (“TTP”) (the “Financing”) using a part of its stake in TTP. The issue size of the Financing will be €450 million. As part of this Financing TUI will enter into contracts with Deutsche Bank which, in turn, will enter into contracts with Nero Finance Limited, a Jersey incorporated company which will issue exchangeable bonds with a cash settlement option (the "Bonds") with shares in TTP as underlying.
The Bonds will pay a coupon of 4.50% per annum. The exchange price has been set at EUR3.765, which constitutes a premium of 30% above the reference price of EUR 2.8961.
Based on the exchange price, approximately 119.5 million Shares will be underlying the Bonds, representing 10.7% of TTP’s share capital.
Deutsche Bank, Citi, Dresdner Kleinwort and UniCredit (Bayerische Hypo- und Vereinsbank) are acting as joint-lead managers and joint-bookrunners for the offering of the Bonds.
Hanover, 10 January 2008
- The Management Board -
Contact
TUI Aktiengesellschaft
Karl Wiechert Allee 4
D-30625 Hanover
Corporate Communications
Robin Zimmermann
phone +49 (0) 511 566-1488
This press release is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as “relevant persons”). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein and the shares to be delivered upon exchange of the Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the laws of any state within the U.S., and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. This press release and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to United States persons or publications with a general circulation in the United States. No offering of the Bonds is being made in the United States.
This press release is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds.