Expected timetable of principal events in Germany and in the United Kingdom: 


6 October     Approval of the German Prospectus by BaFin and approval of the UK Prospectus by the FCA 
2021 
6 October     Publication of the German Prospectus and the UK Prospectus 
2021 
7 October     International transfers of shares in the Company between the CREST system in the UK and the Clearstream 
2021          system in Germany paused from close of business 
7 October     Subscription Offer published 
2021 
8 October     Subscription Period begins; Subscription Rights trading on HSE and FSE begins 
2021 
11 October    Record date for Subscription Rights entitlements 
2021 
              DI Pre-Emptive Rights Subscription Period begins; DI Pre-Emptive Rights begin trading on a multilateral 
12 October    trading facility of the London Stock Exchange 
2021 
              International transfers of shares in the Company between the CREST system in the UK and the Clearstream 
              system in Germany resume from open of business 
21 October    Subscription Rights and DI Pre-Emptive Rights cease trading 
2021 
26 October    Subscription Period and DI Pre-Emptive Rights Subscription Period end 
2021 
27 October    Rump Placement, if any 
2021 
2 November    Commencement of trading in the New Shares 
2021 
              Settlement of New Shares with shareholders and investors

Please refer to the Prospectuses for other dates relevant to the Offering.

ANALYST & INVESTOR ENQUIRIES 


 
Mathias Kiep, Group Director Investor Relations,         Tel: +44 (0)1293 645 925/ 
Controlling & Corporate Finance                          Tel: +49 (0)511 566 1425 
 
Nicola Gehrt, Director, Head of Group Investor Relations Tel: +49 (0)511 566 1435 
 
Contacts for Analysts and Investors in UK, Ireland and Americas 
Hazel Chung, Senior Investor Relations Manager           Tel: +44 (0)1293 645 823 
 
Contacts for Analysts and Investors in Continental Europe, Middle East and Asia 
Ina Klose, Senior Investor Relations Manager             Tel: +49 (0)511 566 1318 
 
 
Media 
                                                         Tel: + 49 (0)511 566 6024 
Kuzey Alexander Esener, Head of Media Relations

Important Notices

This announcement may not be published, distributed or transmitted in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United Arab Emirates, or in any other jurisdiction in which the distribution, release or publication would be restricted or prohibited. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company (the Securities) in the United States or any other jurisdiction. The distribution of this announcement into jurisdictions may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

The Securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Securities are being offered and sold by way of private placements (i) in the United States, only to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and (ii) outside the United States, to eligible investors in offshore transactions in accordance with Regulation S under the Securities Act.

This announcement is an advertisement and not a prospectus for the purposes of Prospectus Regulation (Regulation (EU) 2017/1129) (the Prospectus Regulation) and the UK Prospectus Regulation (Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) (the UK Prospectus Regulation). The public offering of certain Securities in Germany and the United Kingdom will be made exclusively by means of and on the basis of the German Prospectus, when published, of the Company, when it has been approved by the BaFin in Germany, and on the basis of the UK Prospectus, when published, of the Company when it has been approved by the FCA in the United Kingdom, in each case which approval should not be understood as an endorsement of any Securities offered. Investors must not subscribe for or purchase any Securities referred to in this announcement except on the basis of information contained in the German Prospectus or UK Prospectus, as applicable, published, or the international offering circular issued, by the Company in connection with the Offering, as the case may be (together with any amendments or supplements thereto), and should read the German Prospectus, UK Prospectus or the international offering circular, as the case may be (together with any amendments or supplements thereto) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Securities.

The German Prospectus, once approved, will be available on the website of the BaFin (www.bafin.de), the website of the Company (https://www.tuigroup.com/en-en/investoren/capital-increase-october-2021) and the website of the European Securities And Markets Authority (https://registers.esma.europa.eu/publication/). The UK Prospectus, once approved, will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/ nsm/nationalstoragemechanism and the website of the Company (https://www.tuigroup.com/en-en/investoren/ capital-increase-october-2021)

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background information purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement does not constitute a recommendation concerning any investor's decision or options with respect to the Offering. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Apart from the responsibilities and liabilities, if any, which may be imposed on them by the Financial Services and Markets Act 2000, as amended or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Barclays Bank Ireland PLC, BofA Securities Europe SA, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft and HSBC Trinkaus & Burkhardt AG, COMMERZBANK Aktiengesellschaft, Landesbank Baden-Württemberg and Natixis (together, the Underwriters), Barclays Bank PLC and Merrill Lynch International (together, the Sponsors), the Sponsors nor any of their respective affiliates nor any of its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Offering and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Underwriters, the Sponsors and their respective affiliates and its and their respective directors, officers, employees, advisers or agents accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether direct or indirect, arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement. Furthermore, each of the Underwriters, Sponsors and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to the Company.

Each of the Underwriters and Sponsors is acting exclusively for the Company in connection with the Offering and they are acting for no one else. The Underwriters and Sponsors will not regard any other person as their respective clients in relation to the Offering or any other matter in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

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October 06, 2021 01:03 ET (05:03 GMT)