Thomas Cook Regulatory News (TCG)

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR NEW ZEALAND AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

20 June 2013

Thomas Cook Group plc

Announcement of Results of Rights Issue

Thomas Cook Group plc (the "Company") announces that the 2 for 5 Rights Issue of 409,029,271 New Ordinary Shares at 76 pence per New Ordinary Share announced on 16 May 2013 closed for acceptances at 11.00 a.m. (London time) on 19 June 2013. The Company received valid acceptances in respect of 395,771,583 New Ordinary Shares, representing approximately 96.76% of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the fully underwritten Rights Issue.

It is expected that the New Ordinary Shares in uncertificated form will be credited to CREST stock accounts as soon as practicable after 8.00 a.m. today, 20 June 2013, and that definitive share certificates in respect of New Ordinary Shares in certificated form will be despatched to shareholders by no later than 28 June 2013.

It is expected that the New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange plc's main market for listed securities at 8.00 a.m. today, 20 June 2013.

In accordance with their obligations under the Underwriting Agreement in respect of the Rights Issue as set out in the Prospectus dated 16 May 2013 Credit Suisse and Jefferies will use reasonable endeavours to procure subscribers for the remaining 13,257,688 New Ordinary Shares not validly taken up in the Rights Issue, failing which Credit Suisse, Jefferies, Barclays, BNP Paribas and Société Générale, acting as Underwriters, have agreed severally to themselves subscribe for those New Ordinary Shares. A further announcement as to the number of New Ordinary Shares for which subscribers have been procured will be made in due course.

Any premium over the aggregate of the Rights Issue Price of 76 pence per New Ordinary Share and the expenses of procuring subscribers will be paid to Shareholders that have not taken up their entitlements pro rata to their lapsed provisional allotments, except that individual amounts of less than £5.00 will not be paid to such persons but will be paid to the Company.

END

Enquiries

IMPORTANT NOTICE

This announcement is an advertisement and not a prospectus. The Prospectus was published on 16 May 2013. Nothing in this announcement should be interpreted as a term or condition of the Placing or the Rights Issue. 

Capitalised terms defined in the Prospectus dated 16 May 2013 shall have the same meaning when used in this announcement.

This announcement is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue, or any solicitation of any offer or invitation to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue securities in the United States, Australia, Canada, Japan or New Zealand or any other jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). 

None of the securities referred to in this announcement have been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Company does not intend to register any part of the Placing or the Rights Issue in the United States or to conduct a public offering of securities in the United States. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

None of the securities referred to in this announcement have been, and will not be, registered under the securities laws of any Excluded Territory and may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, within the Excluded Territories except pursuant to an applicable exemption from registration and in compliance with any applicable securities laws. 

Each of Credit Suisse, Gleacher Shacklock, Jefferies Hoare Govett, Short Partners, Barclays, BNP Paribas and Société Générale, which are authorised and regulated in the United Kingdom by the FCA (Credit Suisse and Société Générale are also regulated by the PRA), acted for the Company and no one else in connection with the Placing and the Rights Issue and will not regard any other person as a client in relation to the Placing or the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or the Rights Issue or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on the each of Credit Suisse, Gleacher Shacklock, Jefferies Hoare Govett, Short Partners, Barclays, BNP Paribas and Société Générale by FSMA or the regulatory regime established thereunder or under US securities laws or other law, each of Credit Suisse, Gleacher Shacklock, Jefferies Hoare Govett, Short Partners, Barclays, BNP Paribas and Société Générale accept no responsibility whatsoever for, nor make any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, 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, the Placing Shares, the New Ordinary Shares, the Placing, the Rights Issue or any other matter referred to in or otherwise connected with this announcement 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 the future. To the fullest extent permissible, each of Credit Suisse, Gleacher Shacklock, Jefferies Hoare Govett, Short Partners, Barclays, BNP Paribas and Société Générale accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement. The contents of this announcement are not to be construed as legal, business or tax advice. Each prospective investor should consult his or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

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