REG-BARCLAYS PLC Form 8.5 (EPT/NON-RI) AMENDMENT - TUI AG

Wed Jul 2, 2014 7:30am EDT

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Form 8.5 (EPT/NON-RI) AMENDMENT - TUI AG

FORM 8.5 (EPT/NON-RI) AMENDMENT

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a)   Name of exempt principal trader:   BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose

TUI AG

  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt TUI TRAVEL PLC
  principal trader is connected  
(d) Date position held/dealing undertaken: 30 June 2014
(e) Has the EPT previously disclosed, or is it YES:
today disclosing, under the Code in respect TUI TRAVEL PLC
  of any other party to this offer?  

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:       ORD
Interests   Short Positions
    Number   (%) Number   (%)
(1) Relevant securities owned
and/or controlled: 531,575 0.19% 698,104 0.26%
           
(2) Derivatives (other than
options): 622,002 0.23% 369,896 0.14%
           
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
           
TOTAL:
1,153,577 0.42% 1,068,000 0.39%
           
Class of relevant security:   Convertible Bond DE000TUAG158
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 2,868 0.00% 0 0.00%
           
(2) Derivatives (other than
options): 0 0.00% 0 0.00%
           
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
           
TOTAL:
2,868 0.00% 0 0.00%
           
Class of relevant security:   Convertible Bond DE000TUAG117
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 214 0.00% 0 0.00%
           
(2) Derivatives (other than
options): 0 0.00% 0 0.00%
           
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
           
TOTAL:
214 0.00% 0 0.00%

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other executive options)

Class of relevant security in relation to which subscription right exists:  
Details, including nature of the rights concerned and relevant percentages:  

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a) Purchases and sales

Class of relevant   Purchase/sale   Number of   Price per unit
security   securities  
ORD Purchase 241 12.3050 EUR
ORD Purchase 1,026 12.2985 EUR
ORD Purchase 1,765 12.3544 EUR
ORD Purchase 6,073 12.3000 EUR
ORD Purchase 6,917 12.4134 EUR
ORD Purchase 6,921 12.3127 EUR
ORD Purchase 11,038 12.3567 EUR
ORD Purchase 11,106 12.3814 EUR
ORD Purchase 17,557 12.3649 EUR
ORD Purchase 30,345 12.3850 EUR
ORD Purchase 37,000 12.2450 EUR
ORD Sale 118 12.4100 EUR
ORD Sale 520 12.3277 EUR
ORD Sale 1,106 12.3000 EUR
ORD Sale 1,500 12.3531 EUR
ORD Sale 1,598 12.4062 EUR
ORD Sale 2,171 12.4382 EUR
ORD Sale 2,583 12.4028 EUR
ORD Sale 3,032 12.3315 EUR
ORD Sale 4,216 12.4200 EUR
ORD Sale 11,038 12.3568 EUR
ORD Sale 15,959 12.3608 EUR
ORD Sale 44,994 12.3261 EUR
ORD Sale 81,300 12.2611 EUR
ORD Sale 81,300 12.2822 EUR

(b) Derivatives transactions (other than options)

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD CFD Long 520 12.3277 EUR
ORD SWAP Long 1,500 12.3531 EUR
ORD SWAP Long 2,171 12.4382 EUR
ORD SWAP Long 44,994 12.3261 EUR
ORD CFD Long 81,300 12.2611 EUR
ORD CFD Long 81,300 12.2822 EUR
ORD CFD Short 1,076 12.3021 EUR
ORD CFD Short 2,148 12.3586 EUR
ORD CFD Short 6,921 12.3127 EUR
ORD SWAP Short 11,106 12.3814 EUR
ORD SWAP Short 27,121 12.3917 EUR
ORD CFD Short 37,000 12.2450 EUR

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercising

Class of relevant security   Product description

e.g. call option

  Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   Price per unit (if applicable)

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

If there are no such agreements, arrangements or understandings, state “none”

NONE

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state “none”

NONE

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?   NO
Date of disclosure: 2 Jul 2014
Contact name: Rajesh Muthanna
Telephone number: 020 3555 4634

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

BARCLAYS PLC

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