​Orrick, Herrington & Sutcliffe LLP has advised Capita Group, United Kingdom, as part of the merger of TUI AG and TUI Travel PLC to create the world's largest integrated leisure and tourism company.
The former shareholders in TUI Travel PLC have transferred their shares to TUI AG and were compensated by newly issued shares in TUI AG with a market value of €3.4 billion, 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 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) 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 Orrick team was led by Timo Holzborn and included Christopher Mayston, Nicolas Mähner and Stefan Schultes-Schnitzlein.