This announcement may not be published, distributed or transmitted in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United Arab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 are not and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
This announcement is an advertisement and not a prospectus for the purposes of the Prospectus Regulation. Any offer of securities will be made exclusively by means of and on the basis of a securities prospectus. A final form prospectus, which may be approved by BaFin, will be prepared and if approved, made available to the public in accordance with the Prospectus Regulation. The final form prospectus, when published, will be made available on the website of the Company (www.tuigroup.com).
None of Barclays Bank Ireland PLC, BofA Securities Europe SA, Citigroup Global Markets Europe AG or Deutsche Bank AG (together, the “Joint Global Coordinators”) or Deutsche Bank AG, London Branch and Merrill Lynch International (together, the “Joint Sponsors”) nor any of their respective affiliates nor any of its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Capital Increase and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Joint Global Coordinators, the Joint Sponsors, and their respective affiliates and its and their respective directors, officers, employees, advisers or agents accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether direct or indirect, arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement. Furthermore, each of the Joint Global Coordinators, the Joint Sponsors and/or their affiliates may provide various investment banking, commercial banking and financial advisory services from time to time to the Company.
Barclays is regulated by the Central Bank of Ireland. BofA Securities is authorised as an investment firm by the Autorité de Contrôle Prudentiel et de Résolution (“ACPR”), is regulated by the ACPR and the Autorité des Marchés Financiers, and is not a credit institution. Merrill Lynch International is authorised by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. Citigroup is authorised under German Banking Law (competent authorities: European Central Bank and German Federal Financial Supervisory Authority (“BaFin”). Deutsche Bank is authorised under German Banking Law (competent authorities: European Central Bank and BaFin) and, in the United Kingdom, by the PRA and is subject to supervision by the European Central Bank and the BaFin, and to limited supervision in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority. Details about the extent of Deutsche Bank’s authorisation and supervision by these authorities are available on request.
Each of the Joint Global Coordinators is acting exclusively for the Company in connection with the Capital Increase and each of the Joint Sponsors is acting exclusively for the Company in connection with a related party transaction in relation to the Capital Increase and are acting for no one else. They will not regard any other person as their respective clients in relation to the Capital Increase and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Capital Increase, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Joint Global Coordinators, the Joint Sponsors or any of their respective affiliates and its and their respective directors, officers, employees, advisers or agents.
Certain statements included in this announcement are forward-looking. These statements can be identified by the fact that they do not relate only to historical or current facts. By their nature, they involve risk and uncertainties because they relate to events and depend on circumstances that will occur in the future. Actual results could differ materially from those expressed or implied by such forward-looking statements. The potential reasons for such differences include market fluctuations, the development of world market fluctuations, the development of world market commodity prices, the development of exchange rates or fundamental changes in the economic environment. TUI does not intend or assume any obligation to update any forward-looking statement to reflect events or circumstances after the date of this announcement.
Forward-looking statements often use words such as “expects”, “may”, “will”, “could”, “should”, “intends”, “plans”, “predicts”, “envisages” or “anticipates” or other words of similar meaning. They include, without limitation, any and all projections relating to the results of operations and financial conditions of TUI AG and its subsidiary undertakings from time to time (the ”Group”), as well as plans and objectives for future operations, expected future revenues, financing plans, expected expenditure and divestments relating to the Group and discussions of the Group’s business plan. All forward-looking statements in this announcement are based upon information known to the Group on the date of this announcement and speak as of the date of this announcement. Other than in accordance with its legal or regulatory obligations, the Group does not undertake to update or revise any forward-looking statement to reflect any changes in events, conditions or circumstances on which any such statement is based.
Actual results may differ from those expressed or implied in the forward-looking statements in this announcement as a result of any number of known and unknown risks, uncertainties and other factors, including, but not limited to, the effects of the COVID-19 pandemic and uncertainties about its impact and duration, many of which are difficult to predict and are generally beyond the control of the Group, and it is not reasonably possible to itemise each item. Accordingly, readers of this announcement are cautioned against relying on forward-looking statements. All forward-looking statements made on or after the date of this announcement and attributable to the Company are expressly qualified in their entirety by the primary risks set out in that section. Many of these risks are, and will be, exacerbated by the COVID-19 pandemic and any further disruption to the travel and leisure industry and economic environment as a result.