DGAP-Adhoc: TUI AG places new shares from cash capital increase with gross proceeds of around EUR 425 million to further reduce state financing

NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR RETRANSMISSION, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN, RESPECTIVELY. ANOTHER JURISDICTION OR INTENDED INTO ANY COUNTRIES OR JURISDICTIONS WHERE SUCH RELEASE, DISTRIBUTION OR TRANSMISSION WOULD BE ILLEGAL. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS NOTICE.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION REGARDING AN INVESTOR’S DECISION OR OPTIONS REGARDING THE PLACEMENT (AS DEFINED BELOW). THE PRICE AND VALUE OF THE COMPANY’S SECURITIES MAY BOTH GO DOWN AND GO UP. THE HISTORICAL DEVELOPMENT IS NOT A GUIDE TO FUTURE PERFORMANCE. THE CONTENTS OF THIS RELEASE DO NOT CONSTITUTE LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE. EACH SHAREHOLDER OR PROSPECTIVE INVESTOR SHOULD CONSULT THEIR OWN INDEPENDENT LEGAL, FINANCIAL, BUSINESS ADVISOR OR TAX ADVISOR FOR LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE.

THIS ANNOUNCEMENT IS FOR INFORMATION AND IS NOT A PROSPECTUS OR DOCUMENT EQUIVALENT TO A PROSPECTUS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF NEW SHARES OR ANY OTHER SECURITIES. NO CONTRACT OR OBLIGATION OF ANY KIND WHATSOEVER SHALL BE CREATED BY THIS NOTICE OR ANY PART OF IT, NOR SHALL THIS NOTICE OR ANY PART OF IT BE RELIED UPON IN CONNECTION WITH ANY CONTRACT OR OBLIGATION OF ANY KIND WHATSOEVER THEREOF AS AN INCENTIVE TO ENTER INTO A CONTRACT OR COMMITMENT WHATSOEVER. DECISIONS TO PURCHASE, SUBSCRIPTION, OTHER ACQUISITION, SALE OR OTHER DISPOSAL OF SECURITIES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS OR IN THE INTERNATIONAL CIRCULAR REGARDING THE OFFERING.

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DISCLAIMER

This release may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United Arab Emirates or any other jurisdiction where distribution, release or publication is restricted or prohibited, disseminated or transmitted. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to buy any securities of the Company (the Securities) in the United States or in any other jurisdiction. The distribution of this announcement in any jurisdiction may be restricted by law, and Persons into whose possession this communication comes should therefore inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a breach of the securities laws of the relevant jurisdiction.

The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act) or the securities laws of any state or other United States jurisdiction and may not be offered or sold in the United States except , there is an exception to or in a transaction that does not meet the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the securities will be offered and sold in private placements (i) in the United States only to qualified institutional buyers pursuant to Rule 144A of the Securities Act and (ii) outside the United States to eligible investors in offshore transactions pursuant to Regulation S of the Securities Act.

In the United Kingdom, this notice is only addressed to persons who are qualified investors within the meaning of the UK Prospectus Regulation (Regulation (EU) 2017/1129, which is part of UK domestic law by virtue of the Withdrawal Act 2018), and who ( i) as professional investors, fall within Section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order); or (ii) persons falling under Section 49(2)(a) to (d) the Order (high net worth corporations, partnerships, etc.) or (iii) persons to whom it may otherwise lawfully be communicated (all of the foregoing, the Relevant Persons). This publication must not be referred to or relied upon by any person other than a Relevant Person. Any investment or investment opportunity referred to in this publication is open only to, and will only be entered into with, Relevant Persons.

In member states of the European Economic Area, the placement of the securities described in this announcement (the placement) is aimed exclusively at qualified investors within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (Prospectus Regulation).

No action has been taken to permit the securities to be offered, purchased or this publication distributed in any country where it is not permitted. Anyone into whose possession this publication comes should inform themselves about and observe any restrictions.

This publication does not constitute a recommendation as to the placement. Investors should consult a professional adviser as to the suitability of the placement for the person concerned.
Certain statements in this release are forward-looking statements. These statements can be recognized by the fact that they do not relate exclusively to historical or current facts. By their nature, forward-looking statements involve risks 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 the forward-looking statements. Potential reasons for such deviations may include market fluctuations, the development of world market fluctuations, the development of world market prices for raw materials, the development of exchange rates or fundamental changes in the economic environment. The Company does not intend, nor does it assume any obligation, to update any forward-looking statements to reflect events or developments after the date of this release.

Words such as “expects”, “may”, “will”, “could”, “should”, “intends”, “plans”, “predicts”, “anticipates”, “anticipates” or others are often used in forward-looking statements Words with a similar meaning are used. They include (but are not limited to) all forecasts regarding the results of operations and financial condition of the Company and its respective subsidiaries (the “Group”), as well as plans and objectives regarding future business, expected future revenues, financing plans, expected expenses and divestitures in relation to the Group and discussions about the Group’s business plan. All forward-looking statements contained in this release are based on information known to the Group as of the date of this release and are made as of the date of this release. Except as required by law or regulation, the Group undertakes no obligation to update or revise any forward-looking statements to reflect changes in events, conditions or circumstances on which these statements are based.

Information for distributors
In accordance with the EU product surveillance requirements, a product release procedure was carried out with regard to the shares of each distributor, which revealed that the shares (i) for a retail customer target market consisting of retail investors and investors who meet the criteria for professional clients and eligible counterparties (each within the meaning of the Comply with MiFID II), and (ii) are suitable for distribution via all distribution channels permitted under MiFID II. Each distributor who later offers the shares is responsible for carrying out its own target market determination with regard to the shares and determining suitable distribution channels.