Notice

RNS Number : 6413C

TUI AG

09 March 2011

 

TUI AG announces estimated Maximum Purchase Amount in connection with tender offer for existing Senior Notes and Convertible Notes due 2012

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED IN OR RESIDENT IN ITALY

TUI AG (the "Company") announces the estimated Maximum Purchase Amount in connection with its invitation to holders of the 5.125% Senior Notes due 2012 and 2.750% Convertible Notes due 2012 to submit tenders to the Company to purchase their Notes for cash (the "Tender Offers").  The estimated Maximum Purchase Amountis €485 million, which is based on the net proceeds of approximately €335 million from a concurrent offering (the "New Notes Offering") of Convertible Notes due 2016, plus existing cash resources of €150 million.  The Company reserves the right to increase the Maximum Purchase Amount at its sole discretion.

The Company will pay for each €1,000 principal of Notes accepted for purchase €1,033.75 in respect of the 2012 Senior Notes and €995.0 in respect of the 2012 Convertible Notes.  The Company will also pay accrued interest on any Notes accepted for purchase.

The Tender Offers are being made on the terms and subject to the terms and conditions of a tender offer memorandum dated 7 March 2011 and will expire at 5.00pm CET on 24 March 2011. Settlement is expected to be 29 March 2011.  Capitalized terms not defined in this announcement are defined in the tender offer memorandum.

Dealer Managers: BofAML ([phone] / [phone] or email [e-mail] / [e-mail]) and Citi ([phone] or email [e-mail]) and Tender Agent: Lucid ([phone] or email [e-mail]).

This announcement does not constitute an invitation to participate in the Tender Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this Announcement in certain jurisdictions may be restricted by law. Persons into whose possession this Announcement comes are required by each of the Company, the Dealer Managers and Tender Agent to inform themselves about, and to observe, any such restrictions.

The Tender Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States.  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet.  Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States.  Any purported tender of Notes in the Tender Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Noteholder participating in the Tender Offers will represent that it is not located in the United States and is not participating in the Tender Offers from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offers from the United States.  For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offers have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financiere et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Tender Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (the Belgian Takeover Law) and as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the Belgian Prospectus Law) (each of the Belgian Takeover Law and the Belgian Prospectus Law as amended or replaced from time to time, including by any amending Royal Decree).  Accordingly, the Tender Offers may not be advertised and the Tender Offers will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than qualified investors as referred to in Article 10, of the Belgian Prospectus Law (as amended from time to time) acting on their own account.  Insofar as Belgium is concerned, the Tender Offer Memorandumt has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offers.  Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France (France).  Neither this Announcement nor any other document or material relating to the Tender Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (Investisseurs Qualifies) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monetaire et Financier, are eligible to participate in the Tender Offers.

The Tender Offer Memorandum has not been and will not be submitted for clearance to the Autorite des Marches Financiers.

The Tender Offers are not being made, directly or indirectly, in Italy.  The Tender Offers and the Tender Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  Accordingly, Noteholders are notified that, to the extent such Noteholders are located or resident in Italy, the Tender Offers are not available to them and they may not tender Notes in the Tender Offers and, as such, any Electronic Instructions (as defined below) received from such persons shall be ineffective and void, and neither this Announcement nor any other documents or materials relating to the Tender Offers or the Notes may be distributed or made available in Italy.

The communication of this Announcement and any other documents or materials relating to the Tender Offers is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

None of the Company, the Dealer Managers, the Tender Agent or any of its or their respective affiliates, makes any recommendation as to whether or not any Noteholders should tender their Notes pursuant to the Tender Offers. 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange.

 

END

 

 

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