TIDMTT. 
 
 

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            TUI TRAVEL PLC 
      in relation to whose 
      relevant securities 
      this form relates: 
(c)   Name of the party to the           TUI TRAVEL PLC 
      offer with which exempt 
      principal trader is connected 
(d)   Date position held/dealing         16 September 2014 
      undertaken: 
(e)   Has the EPT previously             YES: 
      disclosed, or is it 
      today disclosing, under            TUI AG 
      the Code in 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          12,183,611  1.07%  3,772,556   0.33% 
                    controlled: 
(2)                 Derivatives 
                    (other 
                    than 
                    options):       921,308     0.08%  8,757,571   0.77% 
(3)                 Options and 
                    agreements 
                    to 
                    purchase/DEALING:  0           0.00%  0           0.00% 
                    TOTAL:          13,104,919  1.16%  12,530,127  1.11% 
Class of relevant                   Convertible Bond XS0503743949 
security: 
                                    Interests          Short Positions 
                                    Number      (%)    Number      (%) 
(1)                 Relevant 
                    securities 
                    owned 
                    and/or          2,000,000   0.50%  0           0.00% 
                    controlled: 
(2)                 Derivatives 
                    (other 
                    than 
                    options):       0           0.00%  0           0.00% 
(3)                 Options and 
                    agreements 
                    to 
                    purchase/DEALING:  0           0.00%  0           0.00% 
                    TOTAL:          2,000,000   0.50%  0           0.00% 
Class of relevant                   Convertible Bond XS0455660216 
security: 
                                    Interests          Short Positions 
                                    Number      (%)    Number      (%) 
(1)                 Relevant 
                    securities 
                    owned 
                    and/or          6,300,000   2.14%  0           0.00% 
                    controlled: 
(2)                 Derivatives 
                    (other 
                    than 
                    options):       0           0.00%  0           0.00% 
(3)                 Options and 
                    agreements 
                    to 
                    purchase/DEALING:  0           0.00%  0           0.00% 
                    TOTAL:          6,300,000   2.14%  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/DEALING  Number of   Price per unit 
security                           securities 
Convertible Bond    Purchase       1,500,000   100.9700 GBP 
Convertible Bond    Sale           1,500,000   115.6200 GBP 
ORD                 Purchase       284         3.6180 GBP 
ORD                 Purchase       550         3.6400 GBP 
ORD                 Purchase       811         3.6200 GBP 
ORD                 Purchase       918         3.6380 GBP 
ORD                 Purchase       2,114       3.6351 GBP 
ORD                 Purchase       2,846       3.6220 GBP 
ORD                 Purchase       3,867       3.6277 GBP 
ORD                 Purchase       8,415       3.6381 GBP 
ORD                 Purchase       8,892       3.6395 GBP 
ORD                 Purchase       9,458       3.6341 GBP 
ORD                 Purchase       12,496      3.6365 GBP 
ORD                 Purchase       13,482      3.6433 GBP 
ORD                 Purchase       15,491      3.6466 GBP 
ORD                 Purchase       19,911      3.6370 GBP 
ORD                 Purchase       19,911      3.6480 GBP 
ORD                 Purchase       22,393      3.6332 GBP 
ORD                 Purchase       30,939      3.6210 GBP 
ORD                 Purchase       100,000     3.6266 GBP 
ORD                 Purchase       119,420     3.6535 GBP 
ORD                 Sale           275         3.6400 GBP 
ORD                 Sale           459         3.6380 GBP 
ORD                 Sale           981         3.6560 GBP 
ORD                 Sale           1,028       3.6210 GBP 
ORD                 Sale           1,311       3.6257 GBP 
ORD                 Sale           3,080       3.6238 GBP 
ORD                 Sale           4,250       3.6240 GBP 
ORD                 Sale           5,396       3.6547 GBP 
ORD                 Sale           5,673       3.6546 GBP 
ORD                 Sale           6,349       3.6566 GBP 
ORD                 Sale           6,593       3.6230 GBP 
ORD                 Sale           6,603       3.6588 GBP 
ORD                 Sale           8,276       3.6364 GBP 
ORD                 Sale           14,177      3.6200 GBP 
ORD                 Sale           37,934      3.6274 GBP 
ORD                 Sale           61,053      3.6452 GBP 
ORD                 Sale           138,952     3.6220 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               12,391      3.6550 GBP 
ORD        SWAP         Long               27,636      3.6545 GBP 
ORD        SWAP         Short              2,227       3.6203 GBP 
ORD        CFD          Short              8,415       3.6381 GBP 
ORD        CFD          Short              9,458       3.6341 GBP 
ORD        CFD          Short              12,496      3.6365 GBP 
ORD        CFD          Short              9,354       3.6627 GBP 
ORD        CFD          Short              32,681      3.6308 GBP 
ORD        CFD          Short              100,000     3.6266 GBP 
ORD        SWAP         Short              119,420     3.6535 GBP 
 
 

(c) Options transactions in respect of existing securities

 

(i) Writing, selling, purchasing or varying

 
Class of   Product      Writing,     Number      Exercise  Type       Expiry date  Option 
relevant   description  purchasing,  of          price     e.g.                    money 
security   e.g.         selling,     securities  per unit  American,               paid/ 
           call         varying      to                    European                received 
           option       etc.         which                 etc.                    per 
                                     option                                        unit 
                                     relates 
 
 

(ii) Exercising

 
Class of relevant   Product description  Number         Exercise price 
security            e.g. call option     of securities  per unit 
 
 

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

 
Class of relevant   Nature of dealing   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 Sep 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.

 
 
 
This information is provided by Business Wire 
 
 
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