TUI AG (“TUI”) has placed all of its convertible bonds (the “Bonds”) as part of a subscription offer to existing shareholders and qualified investors both inside and outside Germany. TUI issues 5,719,947 Bonds with a coupon of 2.75 per cent per annum due 2016 in the aggregate principal amount of 338,964,059.22 euro and in a denomination of 59.26 euro each, of which 444,020 Bonds in the aggregate principal amount of 26,312,625.20 euro were subscribed by existing shareholders.
In connection with the issue of the new Bonds, TUI launched a partial tender offer targeting its outstanding 5.125 per cent per annum bonds due December 2012 (ISINs XS0237431837 / XS0237433700) and its outstanding 2.750 per cent per annum bonds due September 2012 (ISIN DE000TUAG091). The tender offer is expected to expire on 24 March 2011 and the aggregate amount of bonds to be purchased under such offer is likely to be announced by TUI on 25 March 2011.
The combined transaction will extend TUI’s debt maturity profile.
TUI intends to include the new Bonds (ISIN DE000TUAG158) in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange no later than 31 March 2011. However, the completion of the offering of the Bonds is not conditional upon the Bonds being admitted to trading. The Bonds will be issued on 24 March 2011 (value date).
This press release does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for securities. This release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
Any public offering of securities to be made in the United States of America will be made by means of a prospectus that may be obtained from TUI AG and that will contain detailed information about the company and management, as well as financial statements. There will be no public offer of the securities in the United States of America.
Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan, or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
This press release may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of TUI AG or its subsidiaries about further events and financial performance. No assurance can be given that such events or performance will occur as projected and actual results may differ materially from these projections.
This press release shall not be considered an “offer of securities to the public” for purposes of German securities law, or give rise to or require a prospectus in an EU member state which has implemented the prospectus directive.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) 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 (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
No action has been taken in any jurisdiction (including the United States) by TUI AG that would result in a public offering of the Bonds or the possession, circulation or distribution of any Offering Memorandum or any other material relating to TUI AG or the Bonds in any jurisdiction where action for such purpose is required.
In connection with the offering of the Bonds, each of the Joint Bookrunners and any of their respective affiliates acting as an investor for their own account may take up Bonds and in that capacity may retain, purchase or sell for its own account such securities and any securities of TUI or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the Bonds. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Any offer if made may only be addressed to and directed, in member states of the European Economic Area which have implemented the Prospectus Directive (each, a “relevant member state”), at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and pursuant to the relevant implementing rules and regulations adopted by each relevant member state (“Qualified Investors”).
Each person who initially acquires any securities or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor as defined above.
In the case of any securities being offered to any investor as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such investor will also be deemed to have represented and agreed that the securities acquired by it in the offering have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA where this would result in a requirement for publication by the Issuer, the Joint Bookrunners or any other manager of a prospectus pursuant to Article 3 of the Prospectus Directive, unless the prior consent of the Joint Bookrunners has been obtained to such offer or resale.
The Joint Bookrunners are acting on behalf of the Issuer and no one else in connection with the offering of the Bonds and will not be responsible to any other person for providing the protections afforded to clients of the Joint Bookrunners, or for providing advice in relation to the securities.