0NLA: BARCLAYS PLC: FORM 8.5 (EPT/NON-RI) - TUI AG UK Regulatory Announcement LONDON FORM 8.5 (EPT/NON-RI) 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 1. KEY INFORMATION (a) Name of exempt principal trader: BARCLAYS CAPITAL SECURITIES LTD (b) Name of offeror/offeree in relation to TUI AG whose relevant securities this form relates: (c) Name of the party to the offer with which Advisor to Offeree exempt principal trader is connected (d) Date position held/dealing undertaken: 16 January 2013 (e) Has the EPT previously disclosed, or is YES: it today disclosing, under the Code in TUI TRAVEL PLC respect 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: 1,662,152 0.66% 465,266 0.18% (2) Derivatives (other than options): 148,101 0.06% 1,462,690 0.58% (3) Options and agreements to purchase/sell: 4,000 0.00% 2,000 0.00% (4) TOTAL: 1,814,253 0.72% 1,929,956 0.76% Class of relevant security: Convertible Bond DE000TUAG158 Interests Short Positions Number (%) Number (%) (1) Relevant securities owned and/or controlled: 1,868 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% (4) TOTAL: 1,868 0.00% 0 0.00% Class of relevant security: Convertible Bond DE000TUAG117 Interests Short Positions Number (%) Number (%) (1) Relevant securities owned and/or controlled: 3,480 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% (4) TOTAL: 3,480 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 Convertible Bond Sale 1,500,000 108.2500 GBP ORD Purchase 400 2.9170 GBP ORD Purchase 473 2.8300 GBP ORD Purchase 542 2.7890 GBP ORD Purchase 1,095 2.9250 GBP ORD Purchase 1,200 2.9085 GBP ORD Purchase 2,304 2.9031 GBP ORD Purchase 4,684 3.0196 GBP ORD Purchase 8,382 2.8165 GBP ORD Purchase 16,289 2.7816 GBP ORD Purchase 23,469 2.8547 GBP ORD Purchase 26,665 2.8785 GBP ORD Purchase 40,014 2.9032 GBP ORD Purchase 68,000 3.0064 GBP ORD Purchase 136,859 2.7796 GBP ORD Purchase 140,243 3.0059 GBP ORD Purchase 147,973 2.7622 GBP ORD Purchase 179,629 2.8789 GBP ORD Purchase 355,863 2.8626 GBP ORD Purchase 694,238 2.9482 GBP ORD Purchase 1,081,228 2.8958 GBP ORD Purchase 1,274,573 2.9631 GBP ORD Sale 695 3.0110 GBP ORD Sale 727 2.9000 GBP ORD Sale 1,540 2.8217 GBP ORD Sale 4,077 2.8093 GBP ORD Sale 8,739 2.9712 GBP ORD Sale 10,002 2.8700 GBP ORD Sale 10,372 2.9773 GBP ORD Sale 11,051 2.9548 GBP ORD Sale 11,368 2.9778 GBP ORD Sale 31,566 2.9924 GBP ORD Sale 73,681 2.9780 GBP ORD Sale 109,352 2.9848 GBP ORD Sale 131,650 2.8312 GBP ORD Sale 165,893 2.9940 GBP ORD Sale 296,908 2.8944 GBP ORD Sale 298,139 2.9765 GBP ORD Sale 306,291 2.9499 GBP ORD Sale 342,000 2.9651 GBP ORD Sale 451,816 2.8827 GBP ORD Sale 1,353,445 2.9489 GBP (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 46,869 7.7489 EUR ORD CFD Short 75,154 7.9090 EUR (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying Writing, Number of Type Option Class of Product purchasing, securities Exercise money relevant description selling, to which price e.g. Expiry paid/ security e.g. call varying option per unit American, date received option etc. relates European per unit etc. (ii) Exercising Product Class of relevant description Number of Exercise price security securities per unit e.g. call option (d) Other dealings (including subscribing for new securities) Nature of dealing Class of relevant Details Price per unit (if security e.g. subscription, applicable) conversion 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? YES Date of disclosure: 17 Jan 2013 Contact name: Geoff Smith Telephone number: 0203 555 4632 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 firstname.lastname@example.org. 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. 143221.01 SUPPLEMENTAL FORM 8 (OPEN POSITIONS) DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC. Note 5(i) on Rule 8 of the Takeover Code (the “Code”) 1. KEY INFORMATION Identity of the person whose BARCLAYS CAPITAL SECURITIES positions/dealings LTD are being disclosed: Name of offeror/offeree in relation to whose TUI AG relevant securities this from relates: 2. OPTIONS AND DERIVATIVES Class Product Writing, Number Exercise Type Expiry of description purchasing, of price date relevant selling, securities per unit security varying etc to which option relates ORD Put Options Purchased 4,000 4.0000 American 18 Jan 2013 ORD Put Options Written -2,000 3.2000 American 18 Jan 2013 3. AGREEMENTS TO PURCHASE OR SELL ETC. Full details should be given so that the nature of the interest or position can be fully understood: It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences (“CFDs”) or spread bets. The currency of all prices and other monetary amounts should be stated. 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. Contact: BARCLAYS PLC
0NLA: BARCLAYS PLC: FORM 8.5 (EPT/NON-RI) - TUI AG
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