TIDMTT.
RNS Number : 3869N
TUI Travel PLC
25 July 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
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER
WILL BE MADE
25 July 2014
For Immediate Release
TUI Travel PLC ("TUI Travel") and TUI AG
Extension of Takeover Code Deadline
On 27 June 2014, the Independent Directors of TUI Travel (the
"Independent Directors") and the Executive Board (Vorstand) of TUI
AG announced that they had agreed in principle on the key terms of
a possible all-share nil-premium merger of TUI Travel and TUI AG
(the "Merger").
In accordance with Rule 2.6(a) of the City Code on Takeovers and
Mergers (the "Code"), TUI AG was required to, by a deadline of not
later than 5.00 p.m. (London time) on 25 July 2014, either announce
a firm intention to put forward a merger proposal to TUI Travel
shareholders in accordance with Rule 2.7 of the Code or announce
that it does not intend to put forward such a merger proposal (in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies).
In accordance with Rule 2.6(c) of the Code, the Independent
Directors have requested that the UK Takeover Panel extend the
relevant deadline, as referred to above, to enable the parties to
continue their discussions regarding the Merger. Accordingly, an
extension has been granted by the UK Takeover Panel and as such,
TUI AG must, by no later than 5.00 pm (London time) on 19 September
2014, either announce a firm intention to put forward a merger
proposal in accordance with Rule 2.7 of the Code or announce that
it does not intend to put forward such a merger proposal (in which
case the announcement will be treated as a statement to which Rule
2.8 of the Code applies). This deadline will only be extended with
the consent of the UK Takeover Panel in accordance with Rule 2.6(c)
of the Code.
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the Code and there can be no
certainty that an offer will be made.
This announcement is being made with the agreement of TUI Travel
and TUI AG.
For further information please contact:
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
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 and joint
corporate broker to the Independent Directors of TUI Travel):
+44 (0) 20 7996 9777
Jonathan Bewes
Ed Peel
Barclays (financial adviser and joint corporate broker to the
Independent Directors of TUI Travel):
+44 (0) 20 7623 2323
Jim Renwick
Robert Mayhew
Alex de Souza
TUI AG Contacts
Analysts & Investors:
Nicola Gehrt, Senior Manager Investor Relations
+49 (0) 511566-1435
Press:
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
James Agnew (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
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for TUI
Travel and no one else in connection with the matters described
herein and will not be responsible to anyone other than 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 ("BofA Merrill Lynch"), a subsidiary
of Bank of America Corporation, is acting exclusively for 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 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 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.
Disclosure requirements of the Code
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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 pm (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 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.
Website
A copy of this announcement will be available on the Company's
website at www.tuitravelplc.com. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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