0NLA: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) - Tui AG

  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

(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:      22 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                     ORD                               
security:
                                Interests                Short        
                                                          Positions
                              Number            (%)     Number       (%)
(1)          Relevant
             securities owned
             and/or             1,690,782         0.67%   474,986      0.19%
             controlled:
                                                                  
(2)          Derivatives
             (other than
             options):          439,824           0.17%   1,619,259    0.64%
                                                                  
(3)          Options and
             agreements to
             purchase/sell:     4,000             0.00%   2,000        0.00%
                                                                  
(4)          TOTAL:
                                2,134,606         0.85%   2,096,245    0.83%
                                                                             
Class of                        Convertible
relevant                       Bond                                 
security:                       DE000TUAG158
                                Interests                Short        
                                                          Positions
                              Number            (%)     Number       (%)
(1)          Relevant
             securities owned
             and/or             1,868             0.00%   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:
                                1,868             0.00%   0            0.00%
                                                                             
Class of                        Convertible
relevant                       Bond                                 
security:                       DE000TUAG117
                                Interests                Short        
                                                          Positions
                              Number            (%)     Number       (%)
(1)          Relevant
             securities owned
             and/or             3,480             0.00%   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:
                                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   
ORD                 Purchase        2            7.9360 EUR
ORD                 Purchase        400          7.9597 EUR
ORD                 Purchase        439          7.9200 EUR
ORD                 Purchase        1,047        7.9356 EUR
ORD                 Purchase        1,081        7.9329 EUR
ORD                 Purchase        1,567        7.9658 EUR
ORD                 Purchase        3,438        7.9410 EUR
ORD                 Purchase        3,608        7.9023 EUR
ORD                 Purchase        7,073        7.9304 EUR
ORD                 Purchase        7,981        7.9214 EUR
ORD                 Purchase        11,817       7.9330 EUR
ORD                 Purchase        15,953       7.9293 EUR
ORD                 Sale            1            7.9360 EUR
ORD                 Sale            541          7.9475 EUR
ORD                 Sale            1,028        7.9354 EUR
ORD                 Sale            1,047        7.9359 EUR
ORD                 Sale            1,498        7.9200 EUR
ORD                 Sale            2,110        7.9535 EUR
ORD                 Sale            3,481        7.9034 EUR
ORD                 Sale            8,729        7.9457 EUR
ORD                 Sale            13,337       7.9326 EUR

(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                500          7.9364 EUR
ORD        SWAP          Long                1,028        7.9353 EUR
ORD        SWAP          Long                1,912        7.9309 EUR
ORD        CFD           Long                8,229        7.9453 EUR
ORD        SWAP          Short               500          7.9276 EUR
ORD        SWAP          Short               2,340        7.9426 EUR
ORD        SWAP          Short               5,371        7.9316 EUR
ORD        SWAP          Short               6,602        7.9345 EUR
ORD        SWAP          Short               7,981        7.9214 EUR
ORD        CFD           Short               11,508       7.9293 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:  23 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.

                     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   24 Jan
                                                                          2013
ORD        Put Options   Written       -2,000       3.2000     American   24 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
 
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