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TT.: BARCLAYS PLC: FORM 8.5 (EPT/NON-RI) - TUI Travel Plc

  TT.: BARCLAYS PLC: FORM 8.5 (EPT/NON-RI) - TUI Travel Plc

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

(a)  Name of exempt principal trader:           BARCLAYS CAPITAL SECURITIES
                                                  LTD
(b)   Name of offeror/offeree in relation to      TUI TRAVEL PLC
      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 AG
      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:          4,608,000   0.41%   393,158     0.04%
                                                             
(2)   Derivatives (other than
      options):                   231,319     0.02%   1,955,599   0.17%
                                                             
(3)   Options and agreements to
      purchase/sell:              0           0.00%   0           0.00%
                                                             
(4)   TOTAL:
                                  4,839,319   0.43%   2,348,757   0.21%
                                                                        
Class of relevant security:       Convertible Bond XS0503743949
                                  Interests           Short Positions
                                 Number      (%)     Number      (%)
(1)   Relevant securities owned
      and/or controlled:          0           0.00%   300,000     0.03%
                                                             
(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:
                                  0           0.00%   300,000     0.03%
                                                                        
Class of relevant security:       Convertible Bond XS0455660216
                                  Interests           Short Positions
                                 Number      (%)     Number      (%)
(1)   Relevant securities owned
      and/or controlled:          1,100,000   0.10%   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:
                                  1,100,000   0.10%   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                521          3.0096 GBP
ORD        CFD           Long                57,896       2.8237 GBP
ORD        CFD           Long                188,086      3.0005 GBP
ORD        CFD           Short               4,254        2.9177 GBP
ORD        CFD           Short               46,833       2.8217 GBP
ORD        CFD           Short               228,223      2.9012 GBP

(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?  NO
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
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.

Contact:

BARCLAYS PLC
 
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