Thomas Cook Regulatory News (TCG)

Thomas Cook Group plc - Major shareholding

Thomas Cook Group plc (the "Company") has received a major shareholding notification from The Capital Group Companies, Inc., in relation to a change in shareholding. This follows a previous notification on 17 June 2013.

Details of these notifications are as follows:

The Company notes that whilst the percentage shareholding decreased between the two notifications above, the number of voting rights actually increased. It is the expanded share capital of the Company, following finalisation of the Rights Issue, which we understand largely accounts for the decreased percentage shareholding in the Company.

For many shareholders, in a Rights Issue the expanded share capital coincides with an increase in the number of voting rights taken up, leaving the percentage shareholding broadly unchanged. However, in this instance the notification of 17 June 2013 aggregated the nil paid rights with the ordinary shares held as the numerator and used the then pre-Rights Issue share capital figure as the denominator. This approach, which resulted in a percentage holding of 3.8614%, was in accordance with Disclosure and Transparency Rule 5.3.1A, which details the requirements when a portion of the nil paid rights have been disposed of.

The notification received on 25 June 2013 used the post-Rights Issue share capital figure as the denominator, which resulted in a percentage shareholding of 2.7897%, being a reduction through the 3% threshold, resulting in an obligation to disclose under the Disclosure and Transparency Rules.

Details of the notification received yesterday (25 June 2013) from The Capital Group Companies, Inc., are set out below:

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: Thomas Cook Group plc

2. Reason for the notification: Increase in total voting rights outstanding

3. Full name of person(s) subject to the notification obligation:

The Capital Group Companies, Inc.

4. Full name of shareholder(s):

Capital Guardian Trust Company

Capital International Limited

Capital International Sarl

5. Date of the transaction (and date on which the threshold is crossed or reached if different):  21 June 2013

6. Date on which issuer notified: 25 June 2013

7. Threshold(s) that is/are crossed or reached: Below 3%

8. Notified details:

A: Voting rights attached to shares

Class/type of shares: GB00B1VYCH82 (ORD EUR 0.01)

Situation previous to the Triggering transaction

§ Number of shares: 39,938,640

§ Number of voting rights: 39,938,640

Resulting situation after the triggering transaction

§ Number of shares direct: N/A

§ Number of voting rights direct: N/A

§ Number of voting rights indirect: 39,938,640

§ Percentage of voting rights direct: N/A

§ Percentage of voting rights indirect: 2.7897%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

§ Type of financial instrument: N/A

§ Expiration Date: N/A

§ Exercise/Conversion period: N/A

§ Number of voting rights that may be acquired if the instrument is exercised/ converted: N/A

§ Percentage of voting rights: N/A

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction

§ Type of financial instrument: 

§ Exercise Price: N/A

§ Expiration Date: N/A

§ Exercise/Conversion period: N/A

§ Number of voting rights instrument refers to: N/A

§ Percentage of voting rights Nominal: N/A

§ Percentage of voting rights Delta: N/A

Total (A+B+C) Number of voting rights: 39,938,640

Percentage of voting rights: 2.7897%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:

Capital Guardian Trust Company - 37,986,460

Capital International Limited - 803,220

Capital International Sarl - 1,148,960

Proxy Voting:

10. Name of the proxy holder: N/A

11. Number of voting rights proxy holder will cease to hold: N/A

12. Date on which proxy holder will cease to hold voting rights: N/A

13. Additional information:

14. Contact name: Chris Aquino

15. Contact telephone number: 001 213 615 0487

Name of authorised company official responsible for making this notification:

Derek Woodward

Group Company Secretary

Tel: +44 (0) 207 557 6415