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Allen & Overy advises TUI AG on potential delisting from London Stock Exchange and Prime Standard listing in Frankfurt

Allen & Overy advises TUI AG ("TUI") in connection with a potential delisting from the London Stock Exchange (where TUI shares have been listed since 2014) and an upgrade to the Prime Standard segment of the Frankfurt Stock Exchange, as well as an inclusion in the MDAX. The Executive Board and the Supervisory Board of TUI will propose a corresponding resolution to the general meeting to be held on 13 February 2024.

It is hoped that ending the current dual listing in the UK and Germany will, among other things, simplify structures and improve liquidity and indexation as well as support the EU ownership structure of the airlines in the TUI Group.  In addition, the ownership structure of TUI shares and liquidity on the stock exchanges have changed significantly in recent years. There has been a clear shift in liquidity from the UK to Germany, with around 77 per cent of share transactions being settled directly via the German share register and less than a quarter of trading in TUI shares taking place in the form of UK depositary interests.

Subject to approval by TUI shareholders with the required majority, the current timetable envisages that trading in the Prime Standard market segment of the Frankfurt Stock Exchange will commence on or around 8 April 2024. The delisting from the London Stock Exchange is expected to take place in June 2024. Inclusion in the MDAX would be planned for the same date.

The German Allen & Overy team is led by partners Dr Jonas Wittgens (Hamburg) und Dr Hans Diekmann (Düsseldorf, both Corporate M&A). The team further comprises counsel Dorothee Kupiek (Corporate/M&A, Düsseldorf), senior associate Dr Jan-Benedikt Fischer and associate Dr Jakob Schultehinrichs (both Corporate/M&A, Hamburg). Advice on capital markets law aspects is provided by partner Dr Knut Sauer, who is assisted by counsel Nadine Kaemper and associates Vincent Buchta and Patrick Reuter (all Equity Capital Markets, Frankfurt). Partner Dr Udo Olgemöller (Regulatory, Frankfurt) advises on regulatory issues.

The team advising on English law issues is led by London-based partners Michael Bloch and Stephen Mathews (both Corporate/M&A) and further comprises partners Matthew Hamilton-Foyn (Corporate/M&A), Lydia Challen (Tax), Matt Townsend (Regulatory) and Alice Englehart (Litigation). Complementing the London team are counsel Tom d'Ardenne (Regulatory), associates Georgina Burrow and Andrew Pang (both Corporate/M&A) and associate Jamie Burke (Litigation).

TUI's inhouse legal team is led by Marcus Beger (Director) and Mareike Ackermann (Senior Legal Counsel, both Group Corporate/M&A).