Rule 2.10 Announcement

RNS Number : 2574X

TUI AG

17 November 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

17 November 2014

For Immediate Release

TUI AG

Rule 2.10 Announcement

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), TUI AG confirms that as at 17 November 2014 it has in issue:

(a)  290,837,589 ordinary shares (without par value). TUI AG holds no shares in Treasury. The International Securities Identification Number ("ISIN") for the ordinary shares is DE000TUAG000. These securities are also covered by the following ISIN: DE000TUAG232; and

(b)  EUR 338,943,614.52 of convertible bonds with a coupon of 2.75% due in March 2016 (the "TUI AG March 2016 Bonds"). The ISIN for the TUI AG March 2016 Bonds is DE000TUAG158.

The TUI AG March 2016 Bonds are convertible into TUI AG ordinary shares.

EUR 2,422,476.40 of convertible bonds with a coupon of 5.5% due in November 2014 (the "TUI AG November 2014 Bonds") have been redeemed and cancelled in accordance with their terms. Accordingly there are now no TUI AG November 2014 Bonds in issue.

The change in the number of TUI AG ordinary shares results from a capital increase of 133,340 shares issued to TUI AG employees.

Note:

·      The total number of ordinary shares comprises the registered share capital of TUI AG, together with all shares issued out of the conditional capital since the date that TUI AG's registered share capital was last recorded with the Commercial Register and in its charter.

For further information please contact:

Nicola Gehrt

Head of Investor Relations TUI AG

Phone: [phone]

Email: [e-mail]

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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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