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euro adhoc: TUI AG
TUI AG launches convertible bond offering
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The Management Board of TUI AG ("TUI") resolved today, with the consent of the Supervisory Board, to issue unsecured, unsubordinated convertible bonds (the "Bonds"). The Bonds will be issued by TUI AG and offered only to institutional investors outside of the US. The pre-emptive rights of shareholders of TUI AG to subscribe to the Bonds are excluded. The coupon, the conversion premium as well as the conversion price will be determined based on today´s bookbuilding process.
The initial aggregate issue size will be EUR550 million. TUI is entitled to increase the aggregate issue size by up to EUR82.5 million (the "Upsize Option"). In addition, TUI has granted the banks managing the placement, Citi, Deutsche Bank and Unicredit MIB, a greenshoe option of up to EUR82.5 million to cover over-allotments (if any). The maximum issue size can therefore amount to EUR715 million.
The conversion price is expected to be set based on the bookbuilding at a premium of between 25% - 30% above the volume weighted average XETRA price of TUI´s ordinary shares during the placement. Up to 25.07 million ordinary shares of TUI are underlying the Bonds at the outset (assuming that the Upsize Option and the greenshoe option are fully exercised). Depending on today's development of the share price, the final pricing and the final issue size, the amount of ordinary shares of TUI underlying the Bonds at the outset may vary.
The maturity of the Bonds is 5 years and 3 months. The Bonds will be issued at 100% of the principal amount on 1 June 2007 (the "Settlement Date") and are expected to pay a coupon of between 2.75% - 3.25%.
TUI intends to list the Bonds on the Euro MTF market of the Luxembourg Stock Exchange.
Citi, Deutsche Bank and Unicredit MIB are acting as Joint Bookrunners ("the Joint Bookrunners") and sole syndicate members of the Offering. Deutsche Bank is acting as stabilisation manager (the "Stabilising Manager") of the issue. In connection with the Offering, the Stabilising Manager, from today until the earlier of 30 days after the Settlement Date or 60 days after allotment of the Bonds, may, to the extent permitted by applicable laws and regulations, effect transactions with a view to supporting the market price of the Bonds and/or the shares of TUI at a level higher than that which may otherwise prevail. There is, however, no obligation to undertake such stabilisation measures, and such stabilisation measures may, after they have been commenced, be terminated at any time. The greenshoe option can only be exercised to an amount of up to EUR82.5 million until the Settlement Date. At the end of the stabilisation period a statement on stabilisation measures and the exercise of the greenshoe option if undertaken are published in the German newspapers Frankfurter Allgemeine Zeitung and Börsenzeitung.
TUI intends to use the proceeds from the sale of the convertible bonds for general corporate purposes as well as to have the possibility to refinance part of its existing indebtedness.
Hanover, 24 May 2007 The Executive Board
This press release is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this press release and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Italy has only partially implemented the Prospectus Directive and, accordingly, the provisions of the Prospectus Directive shall apply with respect to Italy only to the extent to which the relevant provisions of the Prospectus Directive have already been implemented in Italy. The Bonds may not be placed, sold or offered to individuals resident in Italy in the primary or in the secondary market. Any persons reading this press release should inform themselves of and observe any such restrictions.
In connection with the offering of the convertible bonds, Deutsche Bank (the "Stabilising Manager") or any person acting on behalf of the Stabilising Manager, may over-allot and effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail until the earlier of 30 days after the Settlement Date or 60 days after allotment of the Bonds. There is, however, no obligation to undertake such stabilisation measures, and such stabilisation measures may, after they have been commenced, be terminated at any time. At the end of the stabilisation period, information about potential stabilisation measures will be published.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein (including the Bonds and the shares of TUI) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state within the U.S., and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. This press release and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to United States persons or publications with a general circulation in the United States. No offering of the Bonds is being made in the United States.
This press release is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
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ots Originaltext: TUI AG
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