Form 8 (OPD) (TUI AG)

RNS Number : 9926L

TUI AG

10 July 2014

 



FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Identity of the party to the offer making the disclosure:	TUI AG
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each party to the offer	TUI AG
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEROR
(e) Date position held:	10 July 2014
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	YES If YES, specify which: TUI Travel plc

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Derivatives (other than options):	Nil	0	Nil	0
(3) Options and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

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(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c)        Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

None

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

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(c), copy table 3 for each additional class of relevant security.

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

3(a) Shares held by directors of TUI AG

Director	Number of TUI AG shares	Percentage of existing TUI AG issued shares
Friedrich Joussen*	138,081	0.05
Horst Baier*	20,717	0.01
Klaus Mangold**	19,040	0.01
Angelika Gifford**	4,100	0.00
Anett Strempel**	1,280	0.00
Frank Jakobi**	590	0.00
Arnd Dunse**	485	0.00
Ortwin Strubelt**	250	0.00

*           Member of the TUI AG Vorstand (Executive Board)

**          Member of the TUI AG Supervisory Board

3(b) Share interests of connected advisors to TUI AG (Deutsche Bank AG)

Entity	Number of TUI AG shares	Percentage of existing TUI AG issued shares
Oppenheim Asset Management Services S.a.r.l	25,700	0.01

3(c) Share interests of other TUI AG concert parties

Entity	Number of TUI AG shares	Percentage of existing TUI AG issued shares
S-Group Travel Holding GmbH1	65,592,219	23.41
Unifirm Limited1	7,630,127	2.72
Riu Hotels S.A., Palma de Mallorca	19,854,616	7.09

¹ S-Group Travel Holding GmbH and Unifirm Limited are both ultimately owned and controlled by Mr Alexey Mordashov

3(d) Interests in TUI AG 5.5% convertible bonds due November 2014 held by directors

Director	Number of Bonds	Percentage of Bonds
Ortwin Strubelt**	19	0.00

3(e) Interests in TUI AG 2.75% convertible bonds due March 2016 held by directors

Director	Number of Bonds	Percentage of Bonds
Ortwin Strubelt**	32	0.00

3(f) Interests of other TUI AG concert parties in the TUI AG 2.75% convertible bonds due March 2016

Entity	Number of Bonds	Percentage of Bonds
S-Group Travel Holding GmbH1	337,496	5.90

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 party to the offer making the disclosure or any person acting in concert with it: 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 party to the offer making the disclosure, or any person acting in concert with it, 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

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	10 July 2014
Contact name:	Marcus Beger
Telephone number:	[phone]

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 [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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