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    TUI1   DE000TUAG000

TUI AG

(TUI1)
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TUI AG : Results of the Subscription Offer

10/27/2021 | 05:44am EST

TUI AG (TUI) TUI AG: Results of the Subscription Offer 27-Oct-2021 / 11:42 CET/CEST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES OR OTHER SECURITIES. NEITHER THIS COMMUNICATION NOR ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS OR THE INTERNATIONAL OFFERING CIRCULAR.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING ANY INVESTOR'S DECISION OR OPTIONS WITH RESPECT TO THE OFFERING (AS DEFINED BELOW). THE PRICE AND VALUE OF SECURITIES OF THE COMPANY CAN GO DOWN AS WELL AS UP. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE. THE CONTENTS OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE. EACH SHAREHOLDER OR PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN INDEPENDENT LEGAL ADVISER, BUSINESS ADVISER, FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE.

TUI AG

Results of the Subscription Offer

27 October 2021

Further to the announcement on 6 October 2021, TUI AG (the "Company") today announces the results of the Subscription Offer.

The Company has received acceptances in respect of 511,475,249 New Shares, representing 97.70% of the total number of New Shares to be issued pursuant to the Offering.

Settlement of the New Shares is expected to take place on 2 November 2021. All of the 523,520,778 New Shares are expected to be admitted to trading on the regulated market segment of the Hanover Stock Exchange on 29 October 2021. It is expected that 70,819,356 New Shares in the form of depositary interests will commence trading on the main market for listed securities of the London Stock Exchange at 08:00 GMT on 2 November 2021.

There are no ordinary shares held in treasury. The execution of the capital increase is expected to be registered by the competent commercial registries in Hanover and Berlin/Charlottenburg on 28 October 2021. Therefore, the Company hereby confirms that the total number of voting rights in the Company will be 1,622,914,412 after the registration of the capital increase with the competent commercial registers. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Pursuant to the terms of the Underwriting Agreement, Barclays Bank Ireland PLC, BofA Securities Europe SA, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, HSBC Trinkaus & Burkhardt AG, COMMERZBANK Aktiengesellschaft, Landesbank Baden-Württemberg and Natixis (together the "Underwriters") will offer the New Shares not subscribed for in the Subscription Offer (being the "Rump Shares") in the Rump Placement today.

A further announcement as to the number of New Shares for which subscribers have been procured in the Rump Placement will be made in due course.

A prospectus (the "German Prospectus") setting out the full details of the Offering, including a full timetable of key dates, has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") on 6 October 2021. For the purposes of the public offering in the United Kingdom and the UK Admission (as defined below), a separate prospectus (the "UK Prospectus" and together with the German Prospectus, the "Prospectuses") has been approved by the FCA on the same day. Both Prospectuses are available on the Company's website (https://www.tuigroup.com/en-en/investoren/capital-increase-october-2021). A copy of the German Prospectus is also available on the website of BaFin (www.bafin.de) and the website of the European Securities And Markets Authority ("ESMA") (https://registers.esma.europa.eu/publication/), and a copy of the UK Prospectus was submitted to the National Storage Mechanism and is available for inspection at (https://data.fca.org.uk/#/nsm/ nationalstor-agemechanism). The information in this announcement should be read in conjunction with both Prospectuses.

All capitalised terms used but not otherwise defined in this announcement including the important notices below have the meaning set out in the Prospectuses.

For further information, please contact:

Mathias Kiep, Group Director Investor Relations, Corporate Finance & Controlling

Tel: +44 (0)1293 645 925/ +49 (0)511 566 1425

Nicola Gehrt, Director, Head of Group Investor Relations Tel: +49 (0)511 566 1435

Contacts for Analysts and Investors in UK, Ireland and Americas

Hazel Chung, Senior Investor Relations Manager Tel: +44 (0)1293 645 823

Contacts for Analysts and Investors in Continental Europe, Middle East and Asia

Ina Klose, Senior Investor Relations Manager Tel: +49 (0)511 566 1318

Media

Kuzey Alexander Esener, Head of Media Relations Tel: +49 (0)511 566 6024

Important Notices

This announcement may not be published, distributed or transmitted in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United Arab Emirates, or in any other jurisdiction in which the distribution, release or publication would be restricted or prohibited. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company (the "Securities") in the United States or any other jurisdiction. The distribution of this announcement into jurisdictions may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

The Securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the " Securities Act") or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Securities are being offered and sold by way of private placements (i) in the United States, only to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and (ii) outside the United States, to eligible investors in offshore transactions in accordance with Regulation S under the Securities Act.

This announcement is an advertisement and not a prospectus for the purposes of Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") and the UK Prospectus Regulation (Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) (the "UK Prospectus Regulation"). The public offering of certain Securities in Germany and the United Kingdom will be made exclusively by means of and on the basis of the German Prospectus, when published, of the Company, when it has been approved by the BaFin in Germany, and on the basis of the UK Prospectus, when published, of the Company when it has been approved by the FCA in the United Kingdom, in each case which approval should not be understood as an endorsement of any Securities offered. Investors must not subscribe for or purchase any Securities referred to in this announcement except on the basis of information contained in the German Prospectus or UK Prospectus, as applicable, published, or the international offering circular issued, by the Company in connection with the Offering, as the case may be (together with any amendments or supplements thereto), and should read the German Prospectus, UK Prospectus or the international offering circular, as the case may be (together with any amendments or supplements thereto) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Securities.

The approved German Prospectus is available on the website of the BaFin (www.bafin.de), the website of the Company ( https://www.tuigroup.com/de-de/investoren/capital-increase-october-2021) and the website of the ESMA (https:// registers.esma.europa.eu/publication/). The approved UK Prospectus was submitted to the National Storage Mechanism and is available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and the website of the Company ( https://www.tuigroup.com/en-en/investors/capital-increase).

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background information purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

(MORE TO FOLLOW) Dow Jones Newswires

October 27, 2021 05:43 ET (09:43 GMT)

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Financials
Sales 2021 5 636 M 6 379 M 6 379 M
Net income 2021 -2 197 M -2 486 M -2 486 M
Net Debt 2021 6 249 M 7 073 M 7 073 M
P/E ratio 2021 -1,31x
Yield 2021 -
Capitalization 2 615 M 2 948 M 2 961 M
EV / Sales 2021 1,57x
EV / Sales 2022 0,46x
Nbr of Employees 46 518
Free-Float 62,2%
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Number of Analysts 10
Last Close Price 2,38 €
Average target price 2,56 €
Spread / Average Target 7,56%
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Managers and Directors
Friedrich Peter Joussen Chief Executive Officer
Sebastian Ebel Chief Financial Officer
Dieter Zetsche Chairman-Supervisory Board
Frank Rosenberger Chief Information Officer & Head-Future Markets
Hilka Schneider Group Director-Legal, Compliance & Board Office
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