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 whose   TUI TRAVEL PLC
   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:         17 January 2013
(e) Has the EPT previously disclosed, or is it     YES:
    today disclosing, under the Code in respect    TUI AG
   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                    ORD                         
security:
                                       Interests          Short        
                                                           Positions
                                     Number      (%)     Number       (%)
(1)               Relevant
                  securities owned
                  and/or controlled:   4,566,259   0.41%   450,022      0.04%
                                                                   
(2)               Derivatives (other
                  than
                  options):            266,582     0.02%   4,093,277    0.37%
                                                                   
(3)               Options and
                  agreements to
                  purchase/sell:       0           0.00%   0            0.00%
                                                                   
(4)               TOTAL:
                                       4,832,841   0.43%   4,543,299    0.41%

Class of                       Convertible Bond
relevant                     XS0503743949                        
security:
                               Interests                  Short        
                                                           Positions
                             Number              (%)     Number       (%)
(1)        Relevant
           securities owned
           and/or              0                   0.00%   300,000      0.03%
           controlled:
                                                                   
(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                       Convertible Bond
relevant                     XS0455660216                        
security:
                               Interests                  Short        
                                                           Positions
                             Number              (%)     Number       (%)
(1)        Relevant
           securities owned
           and/or              1,100,000           0.10%   0            0.00%
           controlled:
                                                                   
(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   
ORD                 Purchase        200          2.9200 GBP
ORD                 Purchase        200          2.9230 GBP
ORD                 Purchase        481          2.9348 GBP
ORD                 Purchase        1,413        2.9234 GBP
ORD                 Purchase        1,600        2.9247 GBP
ORD                 Purchase        1,658        2.9164 GBP
ORD                 Purchase        3,965        2.9166 GBP
ORD                 Purchase        5,880        2.9319 GBP
ORD                 Purchase        6,080        2.9236 GBP
ORD                 Purchase        6,285        2.9204 GBP
ORD                 Purchase        6,764        2.9152 GBP
ORD                 Purchase        9,400        2.9188 GBP
ORD                 Purchase        22,827       2.9241 GBP
ORD                 Purchase        54,000       2.9226 GBP
ORD                 Sale            1,058        2.9263 GBP
ORD                 Sale            1,095        2.9305 GBP
ORD                 Sale            1,500        2.9339 GBP
ORD                 Sale            4,355        2.9296 GBP
ORD                 Sale            6,571        2.9253 GBP
ORD                 Sale            7,707        2.9167 GBP
ORD                 Sale            13,693       2.9234 GBP
ORD                 Sale            19,331       2.9255 GBP
ORD                 Sale            20,787       2.9164 GBP
ORD                 Sale            20,794       2.9300 GBP
ORD                 Sale            25,700       2.9206 GBP
ORD                 Sale            96,767       2.9210 GBP

(b) Derivatives transactions (other than options)

Class of  Product      Nature of dealing  Number of   Price per
relevant   description                       reference    unit
security                                   securities   
ORD        SWAP          Long                800          2.9380 GBP
ORD        SWAP          Long                1,500        2.9339 GBP
ORD        CFD           Long                3,492        2.9152 GBP
ORD        SWAP          Long                6,747        2.9168 GBP
ORD        SWAP          Long                19,331       2.9255 GBP
ORD        SWAP          Long                25,700       2.9205 GBP
ORD        CFD           Long                17,553       2.9158 GBP
ORD        SWAP          Short               400          2.9215 GBP
ORD        CFD           Short               36,819       2.9188 GBP
ORD        SWAP          Short               36,819       2.9188 GBP
ORD        CFD           Short               54,000       2.9226 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:  18 Jan 2013
Contact name:        Geoff Smith
Telephone number:    020 3555 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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