Pre-stabilisation Notice

Deutsche Bank AG, Frankfurt

28 February 2024

 

28 February 2024

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful

TUI AG

Pre-Stabilisation Notice

Deutsche Bank Aktiengesellschaft (contact: Jeremy Selway, telephone [phone]) hereby gives notice that the Stabilisation Manager named below and its affiliates may stabilise the offer of the following securities in accordance with Commission Delegated Regulation (EU) 2016/1052 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.

The Securities:

Issuer:                                                   TUI AG                     

Guarantors (if any):                            On the Issue Date, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis by DEFAG Beteiligungsverwaltungs GmbH III, Leibniz-Service GmbH, Preussag Beteiligungsverwaltungs GmbH IX, Robinson Club GmbH, TUI Aviation Holding GmbH, TUI Deutschland GmbH, TUIfly GmbH, TUI Group Services GmbH, First Choice Holidays Finance Limited, First Choice Holidays Limited, TUI Airways Limited, TUI Group Fleet Finance Limited, TUI Travel Aviation Finance Limited, TUI Travel Holdings Limited, TUI Travel Limited, TUI UK Limited, TUI UK Transport Limited, TUI Belgium NV and TUI Nordic Holding AB

Aggregate nominal amount:               [400,000,000]

Description:                                         EUR [400,000,000] Sustainability-Linked Senior Notes [ ] due 2029 (RegS ISIN: XS2776523669; 144A ISIN: XS2776523743)

Issue/reoffer price:                              [TBD]

Spread over benchmark:                    [TBD]

Stabilisation:

Stabilising Manager(s):                       Deutsche Bank Aktiengesellschaft

Stabilisation period

expected to start on:                           28 February 2024

Stabilisation period

expected to end no later than:            11 April 2024

Stabilisation trading venue(s): OTC

Maximum size of over-

Allotment facility:                                5% of the aggregate nominal amount stated above

In connection with the offer of the above securities, the Stabilisation Manager(s) may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager(s) will take any stabilisation action and any stabilisation action, if begun, may be ended at any time. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.

In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.

This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.

 

END