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TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi |
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1. Identity of the issuer or the underlying issuer |
TUI Travel PLC |
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2 Reason for the notification (please tick the appropriate box or boxes): |
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An acquisition or disposal of voting rights |
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An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached |
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An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify): |
Change in delta relating to instruments with similar economic effect to qualifying financial instruments (see note 1, section 13) |
YES |
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3. Full name of person(s) subject to the |
TUI AG, a company incorporated in Germany whose registered office is at Karl-Wiechert- Allee 4, 30625 Hannover, Germany |
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4. Full name of shareholder(s)
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As above |
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5. Date of the transaction and date on |
20 May 2010 |
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6. Date on which issuer notified: |
21 May 2010 |
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7. Threshold(s) that is/are crossed or |
From 57% to 56% |
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8. Notified details: |
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A: Voting rights attached to shares viii, ix |
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Class/type of
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Situation previous |
Resulting situation after the triggering transaction |
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Number |
Number |
Number |
Number of voting |
% of voting rights x |
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Direct |
Direct xi |
Indirect xii |
Direct |
Indirect |
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GB00B1Z7RQ77 |
613,975,984 |
613,975,984 |
395,596,480 |
395,596,480 |
218,379,504 |
35.38% |
19.53% |
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B: Qualifying Financial Instruments |
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Resulting situation after the triggering transaction |
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Type of financial |
Expiration |
Exercise/ |
Number of voting |
% of voting |
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Call Option |
9 March 2013 |
From 16 January 2011 to 9 March 2013 |
131,412,455 (see note 2, section 13) |
11.75% |
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Contingent Forward Purchase Agreement |
31 March 2013 |
31 March 2013, subject to terms allowing for earlier settlement |
86,967,049 (see note 3, section 13) |
7.78% |
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C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi |
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Resulting situation after the triggering transaction |
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Type of financial |
Exercise price |
Expiration date xvii |
Exercise/ |
Number of voting rights instrument refers to
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% of voting rights xix, xx
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Convertible bonds acquired pursuant to a Contingent Forward Purchase Agreement |
£3.8234 |
27 April 2017 |
From 7 June 2010 subject to certain conditions |
21,969,974 (calculated on a delta- adjusted basis (see note 1, section 13))
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Nominal |
Delta |
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1.97% |
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Total (A+B+C) |
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Number of voting rights |
Percentage of voting rights |
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635,945,958 |
56.88% |
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9. Chain of controlled undertakings through which the voting rights and/or the |
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Proxy Voting: |
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10. Name of the proxy holder: |
N/A |
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11. Number of voting rights proxy holder will cease |
N/A |
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12. Date on which proxy holder will cease to hold |
N/A |
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(1) TUI AG is required under the Disclosure and Transparency Rules to disclose its interest in the convertible bonds of TUI Travel plc on a delta-adjusted basis (see 8(c) above). A change in the delta relating to such bonds has resulted in a notifiable change in TUI AG's aggregate interest in the voting rights of TUI Travel plc, however TUI AG's actual holding of convertible bonds (on a nominal basis as well as the number of TUI Travel shares underlying such bonds) has not changed since the date of issue of such bonds on 27 April 2010.
(2) 131,412,455 of those TUI Travel plc shares in which TUI AG has an indirect interest (as referred to in 8A above) are the same shares as those which it has a right to acquire under the Call Option (as referred to in 8B above). The registered holder of such shares is Nero Finance Limited.
(3) 86,967,049 of those TUI Travel plc shares in which TUI AG has an indirect interest (as referred to in 8A above) are the same shares as those which it has a right to acquire under the Contingent Forward Purchase Agreement (as referred to in 8B above). The registered holder of such shares is Antium Finance Limited.
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14. Contact name: |
Joyce Walter |
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15. Contact telephone number: |
01293 645700 |
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