TIDMTT. TIDM0NLA
RNS Number : 4913Z
TUI Travel PLC
11 December 2014
Not for release, publication or distribution, in whole or in
part, in or into or from any jurisdiction where to do so would
constitute a violation of the relevant laws OR REGULATIONS of such
jurisdiction
For Immediate Release
11 December 2014
RECommended all-Share merger of TUI Travel PLC and TUI AG
Scheme Effective
Resignation of TUI Travel PLC Directors
On 15 September 2014, the Independent Directors of TUI Travel
PLC ("TUI Travel") and the Executive Board (Vorstand) of TUI AG
announced that they had reached agreement on the terms of a
recommended all-share nil-premium merger of TUI Travel and TUI AG
(the "Merger"), to be implemented by way of a scheme of arrangement
of TUI Travel under Part 26 of the Companies Act 2006 (the
"Scheme"). The document in respect of the Scheme was published on 2
October 2014 (the "Scheme Document").
At the Court Hearing on 10 December 2014, the High Court made an
order sanctioning the Scheme under section 899 of the Companies Act
2006 (without amendment or modification) and confirming the
associated Reduction of Capital under section 648 of the Companies
Act 2006 (the "Court Order").
The Independent Directors of TUI Travel and the Executive Board
of TUI AG are pleased to announce that, following the delivery of
the Court Order to Companies House earlier today, the Scheme has
become effective in accordance with its terms.
Given the above and TUI Travel becoming a wholly-owned
subsidiary of TUI AG, the Board of Directors of TUI Travel (the
"Board") confirms that each of Friedrich Joussen, Sir Michael
Hodgkinson, Horst Baier, Sebastian Ebel, Valerie Gooding, Janis
Kong, Coline McConville, Minnow Powell, Dr Erhard Schipporeit and
Dr Albert Schunk has notified the Board of his or her resignation
from the Board with immediate effect. Following such resignations,
the Board will comprise Peter Long, Johan Lundgren and William
Waggott.
Applications have been made to the UK Listing Authority and the
London Stock Exchange for the TUI AG Shares to be admitted to
listing and trading on the Main Market of the London Stock Exchange
with effect from 8:00 a.m. on 17 December 2014.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
Enquiries
TUI Travel Contacts
Analysts & Investors:
Andy Long, Director of Strategy & Investor Relations
Tel: +44 (0)1293 645 831
Tej Randhawa, Investor Relations Manager
Tel: +44 (0)1293 645 829
Sarah Coomes, Investor Relations Manager
Tel: +44 (0)1293 645 827
Press:
Lesley Allan, Corporate Communications Director
Tel: +44 (0)1293 645 790
Mike Ward, External Communications Manager
Tel: +44 (0)1293 645 776
Michael Sandler / Katie Matthews (Hudson Sandler)
Tel: +44 (0)20 7796 4133
Lazard (lead financial adviser to the Independent Directors of
TUI Travel):
+44 (0) 20 7187 2000
Nicholas Shott
Cyrus Kapadia
Vasco Litchfield
Aamir Khan
Bank of America Merrill Lynch (financial adviser to the
Independent Directors of TUI Travel and joint corporate broker to
TUI Travel):
+44 (0) 20 7996 9777
Jonathan Bewes
Ed Peel
Barclays (financial adviser to the Independent Directors of TUI
Travel and joint corporate broker to TUI Travel):
+44 (0) 20 7623 2323
Jim Renwick
Robert Mayhew
Alex de Souza
TUI AG Contacts
Analysts & Investors:
Nicola Gehrt, Head of Investor Relations
+49 (0) 511566-1435
Ina Klose, Manager Investor Relations
+49 (0) 511566-1318
Press:
Thomas Ellerbeck, Group Director Corporate & External
Affairs
+49 (0) 511566-6000
Michael Röll, Head of Group Communications TUI AG
+49 (0) 511566-6020
Kuzey Esener, Head of Media Relations/Corporate Spokesperson
+49 (0) 511566-6024
Deutsche Bank (financial adviser and corporate broker to TUI
AG):
+44 (0)20 7545 8000
Berthold Fuerst
James Ibbotson
Peter Krueger
Brent Nabbs (Corporate Broking)
Greenhill (financial adviser to TUI AG):
+44 (0) 20 7198 7400
David Wyles
Philip Meyer-Horn
Alex Usher-Smith
Lazard & Co., Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to the Independent Directors of
TUI Travel and no one else in connection with the Merger and will
not be responsible to anyone other than the Independent Directors
of TUI Travel for providing the protections afforded to clients of
Lazard & Co., Limited nor for providing advice in relation to
the Merger or any other matters referred to in this announcement.
Neither Lazard & Co., Limited nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard & Co.,
Limited in connection with this announcement, any statement
contained herein, the Merger or otherwise.
Barclays Bank PLC, acting through its investment bank, which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for the Independent Directors of
TUI Travel and no one else in connection with the matters described
herein and will not be responsible to anyone other than the
Independent Directors of TUI Travel for providing the protections
afforded to its clients or for providing advice in relation to the
matters described in this announcement or any transaction or any
other matters referred to herein.
Merrill Lynch International, a subsidiary of Bank of America
Corporation, is acting exclusively for the Independent Directors of
TUI Travel in connection with the matters described in this
announcement and for no one else and will not be responsible to
anyone other than the Independent Directors of TUI Travel for
providing the protections afforded to its clients or for providing
advice in relation to the matters described in this announcement or
any transaction or any other matters referred to herein.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFIN - Federal Financial Supervisory
Authority). Deutsche Bank AG, London Branch is further authorised
by the Prudential Regulation Authority and is subject to limited
regulation by the Financial Conduct Authority and Prudential
Regulation Authority. Deutsche Bank AG is acting as joint financial
adviser to TUI AG and no one else in connection with the Merger or
the contents of this announcement and will not be responsible to
anyone other than TUI AG for providing the protections afforded to
its clients or for providing advice in connection with the contents
of this announcement or any matter referred to herein.
Greenhill & Co. Europe LLP, which is authorised and
regulated by the Financial Conduct Authority, and is also
authorised under German Banking Law (competent authority: BaFIN -
Federal Financial Supervisory Authority), is acting as joint
financial adviser to TUI AG and no one else in connection with the
Merger or the contents of this announcement and will not be
responsible to anyone other than TUI AG for providing the
protections afforded to its clients or for providing advice in
connection with the contents of this announcement or any matter
referred to herein.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or otherwise dispose of or invitation to purchase or otherwise
acquire any securities or the solicitation of any vote or approval
in any jurisdiction, nor shall there be any sale, issue or transfer
of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law.
Overseas Shareholders
The availability of the New TUI AG Shares and TUI AG DIs in, and
the release, publication or distribution of this announcement in or
into, jurisdictions other than the United Kingdom may be restricted
by law and therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom or
who are subject to other jurisdictions should inform themselves
about, and observe, any applicable restrictions. TUI Travel
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Notes to United States investors in TUI Travel
TUI Travel Shareholders in the United States should note that
the Merger relates to the shares of an English company and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, English law. Neither the proxy
solicitation nor the tender offer rules under the US Exchange Act
will apply to the Scheme. Moreover the Scheme will be subject to
the disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules.
TUI Travel is organised under the laws of England. TUI AG is
organised under the laws of Germany. All of the officers and
directors of TUI Travel and TUI AG are residents of countries other
than the United States. The majority of the assets of TUI Travel
and TUI AG are located outside of the United States. As a result,
it may not be possible to effect service of process within the
United States upon TUI Travel, TUI AG, or any of their respective
officers or directors, or to enforce outside the United States
judgements obtained against TUI Travel, TUI AG, or any of their
respective officers or directors in US courts, including, without
limitation, judgements based upon the civil liability provisions of
the US federal securities laws or the laws of any state or
territory within the United States. It may not be possible to sue
TUI Travel and TUI AG or their respective officers or directors in
a non-US court for violations of US securities laws. It may be
difficult to compel TUI Travel, TUI AG and their respective
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
None of the securities referred to in this announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, TUI AG or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase TUI Travel Shares outside
of the United States, other than pursuant to the Merger, until the
date on which the Merger becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK and will be available from the Regulatory Information
Service of the London Stock Exchange available at
http://www.londonstockexchange.com.
Notes regarding New TUI AG Shares
The New TUI AG Shares to be issued pursuant to the Scheme have
not been and will not be registered under the US Securities Act or
under the relevant securities laws of any state or territory or
other jurisdiction of the United States or the relevant securities
laws of Japan and the relevant clearances have not been, and will
not be, obtained from the securities commission of any province of
Canada. No prospectus in relation to the New TUI AG Shares has
been, or will be, lodged with, or registered by, the Australian
Securities and Investments Commission.
The New TUI AG Shares will be issued in reliance upon the
exemption from the registration requirements of the US Securities
Act provided by section 3(a)(10) thereof. For the purpose of
qualifying for the exemption from the registration requirements of
the US Securities Act provided by section 3(a)(10) thereof with
respect to the New TUI AG Shares issued pursuant to the Scheme, TUI
Travel will advise the Court that its sanctioning of the Scheme
will be relied upon by TUI AG as an approval of the Scheme
following a hearing on its fairness to TUI Travel at which hearing
all TUI Travel Shareholders are entitled to attend in person or
through counsel to support or oppose the sanctioning of the Scheme
and with respect to which notification has been given to all such
TUI Travel Shareholders. Neither the SEC nor any US state
securities commission has reviewed or approved this announcement,
the Scheme, or the issue of the New TUI AG Shares, and any
representation to the contrary is a criminal offence in the United
States. Accordingly, the New TUI AG Shares are not being, and may
not be, offered, sold, resold, delivered or distributed, directly
or indirectly in or into any Restricted Jurisdiction if to do so
would constitute a violation of relevant laws of, or would require
registration thereof in, such jurisdiction (except pursuant to an
exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable
laws).
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company; and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3:30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company; and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3:30 p.m. (London time) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Information relating to TUI Travel Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by TUI Travel Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from TUI Travel may be provided to TUI AG during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c) of the Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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