TIDMTT. TIDM0NLA
RNS Number : 3371T
TUI Travel PLC
02 October 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
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS AND TUI TRAVEL SHAREHOLDERS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW TUI AG SHARES EXCEPT ON
THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE TUI AG
PROSPECTUS
For Immediate Release
2 october 2014
RECOMMENDED ALL-SHARE MERGER OF TUI TRAVEL PLC AND TUI AG
Publication of Scheme Document
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 Independent Directors of TUI Travel and the Executive Board
of TUI AG are pleased to announce that TUI Travel has today
published the scheme document in respect of the Scheme (the "Scheme
Document"). Defined terms used but not defined in this announcement
have the meanings set out in the Scheme Document.
As set out in the Scheme Document, the Court Meeting and the
General Meeting will both be held on 28 October 2014 at the offices
of Herbert Smith Freehills LLP, Exchange House, Primrose Street,
London EC2A 2EG, to allow eligible TUI Travel Shareholders to vote
on the Scheme and on a special resolution concerning matters
related to the Merger. The Court Meeting is scheduled to be held at
4:00 p.m. on 28 October 2014 and the General Meeting is scheduled
to be held at 4:15 p.m. on 28 October 2014 (or as soon thereafter
as the Court Meeting has been concluded or adjourned).
The Scheme Document contains, amongst other things, notices
convening the Court Meeting and the General Meeting, the full terms
and conditions of the Scheme, an Explanatory Statement pursuant to
section 897 of the Companies Act 2006, an expected timetable of
principal events and details of the actions to be taken by eligible
TUI Travel Shareholders.
In order to become effective, the Scheme will require the
approval of the Scheme Shareholders at the Court Meeting, the
passing of a special resolution by TUI Travel Shareholders at the
General Meeting, the approval of the requisite majorities of TUI AG
Shareholders at the TUI AG EGM of certain resolutions required to
be passed in connection with the Merger, the sanction of the Scheme
and the confirmation of the Reduction of Capital by the Court at
the Court Hearing (currently expected to occur on 10 December 2014)
and the satisfaction or waiver of each of the other Conditions set
out in the Scheme Document.
The TUI AG EGM will be held on Tuesday 28 October 2014 at 10.00
a.m. (CET) at TUI Arena, EXPO Plaza 7, 30539, Hanover, Germany.
Subject to the matters set out above, the Scheme is expected to
become effective on or around 11 December 2014 and the Merger is
expected to complete on or around 15 December 2014.
An expected timetable of principal events in relation to the
Merger is set out below. TUI Travel Shareholders should read it and
its accompanying notes carefully.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Scheme. All references in this
announcement to times are to London time unless otherwise
stated.
Event Time/date
Latest time for lodging BLUE Forms of Proxy for the Court 4:00 p.m. on 24 October 2014
Meeting
Latest time for lodging WHITE Forms of Proxy for the 4:15 p.m. on 24 October 2014
General Meeting
Voting Record Time 6:00 p.m. on 26 October 2014(1)
TUI AG EGM 10:00 a.m. (CET) on 28 October 2014
TUI Travel Court Meeting 4:00 p.m. on 28 October 2014
TUI Travel General Meeting 4:15 p.m. on 28 October 2014(2)
The following dates are provided by way of indicative guidance only, are subject to change
and will depend primarily on the resolutions put to TUI AG Shareholders at the TUI AG EGM
being passed and becoming effective within the intended timeframe (see paragraphs 9.3 and
17 of Part II of the Scheme Document for further details). TUI Travel will give notice of
all the following dates, as soon as practicable once confirmed, by issuing appropriate announcements
through a Regulatory Information Service. Further updates or changes will be notified in the
same way.
Last date for registration of transfers of (and date for 9 December 2014 (or the Business Day
disablement in CREST of) TUI Travel preceding the date of the Court Hearing)
Shares
Scheme Record Time and record time for second interim 6:00 p.m. on 9 December 2014 (or on the
dividend Business Day preceding the date of the Court
Hearing)
Last day of dealings in TUI Travel Shares 10 December 2014 (or the date of the
Court Hearing)
Court Hearing to sanction the Scheme and confirm the 10 December 2014
Reduction of Capital
Declaration of second interim dividend and irrevocable 10 December 2014 (or on the same day as, but
instruction by TUI Travel for payment following, the Court Hearing)
of second interim dividend(3)
Suspension of listing of, and dealings in, TUI Travel By 8:00 a.m. on 11 December 2014 (or by 8:00 a.m. on
Shares the Business Day following the date of
the Court Hearing)
Scheme Effective Time 11 December 2014 (or the Business Day following the
date of the Court Hearing)(4)
Issuance of New TUI AG Shares 11 or 12 December 2014 (or the first or second Business
Day following the date of the Court
Hearing)(5)
Listing and commencement of dealings on the London Stock 8:00 a.m. on 15 December 2014 (or on the third Business
Exchange of TUI AG Shares and CREST Day following the date of the Court
accounts credited in respect of TUI AG DIs Hearing)
Delisting of TUI Travel Shares After 15 December 2014 (or after the third business Day
following the date of the Court Hearing)
Latest date for Scheme to become Effective 30 September 2015(6)
TUI Travel Shareholders should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
The Scheme Document will today be made available on TUI Travel's
website at www.tuitravelplc.com and on TUI AG's website at
www.tui-group.com and is being posted today to TUI Travel
Shareholders, except in each case to TUI Travel Shareholders in
Restricted Jurisdictions.
Additional copies of the Scheme Document are available from TUI
Travel Investor Relations during business hours on +44 (0) 1293 645
831 or by submitting a request in writing to TUI Travel Investor
Relations at TUI Travel's Head Office at TUI Travel House, Fleming
Way, Crawley Business Quarter, Crawley, West Sussex RH10 9QL.
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, Senior Manager 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
James Agnew (Corporate Broking)
Greenhill (financial adviser to TUI AG):
+44 (0) 20 7198 7400
David Wyles
Philip Meyer-Horn
Alex Usher-Smith
Notes
(1) If either of the Meetings is adjourned, then the Voting
Record Time for the relevant adjourned Meeting will be 6:00 p.m. on
the date which is two days before the date set for the relevant
adjourned meeting.
(2) If the Court Meeting has not been concluded or adjourned
prior to the scheduled commencement of the General Meeting, the
commencement of the General Meeting will be delayed until the Court
Meeting has been concluded or adjourned.
(3) The second interim dividend is expected to be credited to
TUI Travel Shareholders' accounts between 7 and 10 Business Days
following the instruction by TUI Travel for the payment of the
second interim dividend.
(4) This will occur when the Court Order is delivered to (or, if
later and if the Court so orders, registered by) the Registrar of
Companies.
(5) This will occur after completion of the registration of the
resolutions of the Direct Capital Increase and the Conditional
Capital Increase by the commercial registries in Hanover and
Charlottenburg/Berlin, which may only occur after the Scheme
Effective Time. This process is expected to take one or two
Business Days, but it could take longer.
(6) This is the latest date by which the Scheme may become
Effective unless TUI AG and TUI Travel (with the consent of the
Panel, if required) agree, and the Court allows, a later date.
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. The Merger will be
made solely by means of the Scheme Document and the accompanying
Forms of Proxy, which will together contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Merger. Any vote in respect of the Scheme or other
response in relation to the Merger should be made only on the basis
of the information contained in the Scheme Document.
Overseas Shareholders
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.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice.
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.
Forward-looking statements
This announcement (including the information incorporated by
reference into this announcement) contains statements about TUI AG,
TUI Travel and the Combined Group which are, or may be deemed to
be, "forward-looking statements" which are prospective in nature.
All statements other than statements of historical fact are
forward-looking statements. They are based on current expectations
and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", "targets", "aims", "projects",
"future-proofing" or words or terms of similar substance or the
negative thereof, as well as variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations.
Forward-looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
TUI AG's, TUI Travel's or the Combined Group's operations and
potential synergies resulting from the Merger; and (iii) the
effects of global economic conditions on TUI AG's, TUI Travel's or
the Combined Group's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of TUI AG or TUI
Travel to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Important factors that could cause
actual results, performance or achievements of TUI AG or TUI Travel
to differ materially from the expectations of TUI AG or TUI Travel,
as applicable, include, among other things, general business and
economic conditions globally, industry trends, competition, changes
in government and other regulation, changes in political and
economic stability, disruptions in business operations due to
reorganisation activities (whether or not TUI AG combines with TUI
Travel), interest rate and currency fluctuations, the failure to
satisfy any conditions for the Merger on a timely basis or at all,
the failure to satisfy the conditions of the Merger if and when
implemented (including approvals or clearances from regulatory and
other agencies and bodies) on a timely basis or at all, the failure
of TUI AG to combine with TUI Travel on a timely basis or at all,
the inability of the Combined Group to realise successfully any
anticipated synergy benefits when the Merger is implemented, the
inability of the Combined Group to integrate successfully TUI AG's
and TUI Travel's operations and programmes when the Merger is
implemented, the Combined Group incurring and/or experiencing
unanticipated costs and/or delays or difficulties relating to the
Merger when the Merger is implemented. Such forward-looking
statements should therefore be construed in light of such
factors.
Neither TUI AG nor TUI Travel, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof.
Other than in accordance with its legal or regulatory
obligations, neither TUI AG nor TUI Travel is under any obligation
and TUI AG and TUI Travel each expressly disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
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 requested under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12(c).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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