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Orrick advises Capita Group on the subscription to approx. 46 % of the shares in TUI AG and its listing at the London Stock Exchange as part of the merger of TUI AG and TUI Travel PLC

Munich - Orrick has advised Capita Group, United Kingdom, as part of the merger of TUI AG and TUI Travel PLC to create the leading integrated tourism company in the world. The former shareholders in TUI Travel PLC have transferred its shares to TUI AG and were compensated by newly issued shares in TUI AG with a market value of EUR 3.4 bn, which Capita Group subscribed to as a trustee and hold in on behalf of the former shareholders as it was not possible to effect a transfer of ownership of the shares under the British CREST clearing system to them. Thereafter Capita Group offered the former shareholders as registrar so-called “Depository Interests” based on the shares in TUI AG, as prerequisite for the listing of the shares of TUI AG at the regulated Official List of the London Stock Exchange.

In this transaction, Orrick has advised Capita Group on the subscription to the shares, the issuance and settlement of DI based on the TUI AG shares as well as the exemption to make an offer to the shareholders in TUI AG pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG).

On December 19, 2014, the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) has exempted Capita Group from its obligations to publish the fact of their attainment of control, to submit an offer document and to make an offer to the shareholders in TUI AG. The granting of the exemption was published by the turn of the year 2014/2015. 

The German team led by Dr. Timo Holzborn (Counsel, Capital Markets, Munich) contained Christopher Mayston (Senior Associate, Munich), Nicolas Mähner (Associate, Munich) as well as Dr. Stefan Schultes-Schnitzlein (Partner, Corporate/Tax, Duesseldorf) on tax law.