Rule 8 - Chelsfield
24 December 2003 - 12:08AM
UK Regulatory
RNS Number:6115T
Deutsche Bank AG London
23 December 2003
FORM 8.1/8.3
Lodge with a RIS or Newstrack if appropriate and the Takeover Panel. Use a
separate form for each class of securities in which dealings have been made.
Date of Disclosure 23/12/03
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON TAKEOVERS
AND MERGERS
Date of dealing 11/12/03
Dealing in (name of company) Chelsfield Plc
1. Class of securities (eg ordinary shares) Ordinary
2.
Amount bought Amount sold Price per unit
37,409 #3.1539
3. Resultant total of the same class owned or controlled (and percentage of
class)
254,447 (0.09%)
4. Party making disclosure
Deutsche Bank AG London
5. EITHER (a) Name of purchaser / vendor (Note 1) Deutsche Bank AG London
OR (b) if dealing for discretionary client(s), name of fund management
organisation
6. Reason for disclosure (Note 2)
(a) associate of
(i) offeror (Note 3)
YES / NO
(ii) offeree company
YES / NO
Specify which category or categories of associate (1-8 overleaf)
2
If category (8), explain
(b) Rule 8.3 (ie disclosure because of ownership or control of 1% or more of the
class of relevant securities dealt in)
YES / NO
The dealing described above was a purchase by Deutsche Bank AG London of
Chelsfield plc ordinary shares ("the Shares") for its own account required to be
disclosed under Rule 8.1(a) of the City Code on Takeovers and Mergers ("the
Code"). The Panel on Takeovers and Mergers has ruled on an ex parte basis that
the purchase of the Shares will not give rise to any further implications under
the Code provided that Deutsche Bank AG London will retain the Shares during the
offer period and, in the event of an offer by relevant associates of Deutsche
Bank AG London, the Shares will not be assented to such offer until the offer is
unconditional as to acceptances.
Signed, for and on behalf of the party named in (4) above
(Also print name of signatory)
Kelly-Jade Ledwich
Telephone and Extension number
00 44 20 7545 7804
Note 1.
Specify owner, not nominee or vehicle company. If relevant, also identify
controller of owner, eg where an owner normally acts on instructions of a
controller
Note 2.
Disclosure might be made for more than one reason; if so, state all reasons.
Note 3.
Specify which offeror if there is more than one.
Note 4.
When an arrangement exists with any offeror, with the offeree company or with an
associate of any offeror or of the offeree company in relation to relevant
securities, details of such arrangement must be disclosed, as required by Note 6
on Rule 8.
Note 5.
It may be necessary, particularly when disclosing derivative transactions, to
append a sheet to this disclosure form so that all relevant information can be
given.
Note 6.
In the case of an average price bargain, each underlying trade should be
disclosed.
For full details of disclosure requirements, see Rule 8 of the Code. If in
doubt, contact the Panel on Takeovers and Mergers, Monitoring Section, Tel. No:
020 7638 0129. Email: monitoring@disclosure.org.uk
DEFINITION OF ASSOCIATE
It is not practicable to define associate in terms which would cover all the
different relationships which may exist in an offer. The term associate is
intended to cover all persons (whether or not acting in concert) who directly or
indirectly own or deal in the shares of an offeror or the offeree company in an
offer and who have (in addition to their normal interests as shareholders) an
interest or potential interest, whether commercial, financial or personal, in
the outcome of the offer.
Without prejudice to the generality of the foregoing, the term associate will
normally include the following:-
(1) an offeror's or the offeree company's parent, subsidiaries and
fellow subsidiaries, and their associated companies, and companies of which
such companies are associated companies (for this purpose ownership or
control of 20% or more of the equity share capital of a company is regarded
as the test of associated company status);
(2) banks and financial and other professional advisers (including
stockbrokers)* to an offeror, the offeree company or any company covered in
(1), including persons controlling#, controlled by or under the same control
as such banks, financial and other professional advisers;
(3) the directors (together with their close relatives and related
trusts) of an offeror, the offeree company or any company covered in (1);
(4) the pension funds of an offeror, the offeree company or any company
covered in (1);
(5) any investment company, unit trust or other person whose investments
an associate manages on a discretionary basis, in respect of the relevant
investment accounts;
(6) a person who owns or controls 5% or more of any class of relevant
securities (as defined in paragraphs (a) to (d) in Note 2 on Rule 8) issued
by an offeror or an offeree company, including a person who as a result of
any transaction owns or controls 5% or more. When two or more persons act
pursuant to an agreement or understanding (formal or informal) to acquire or
control such securities, they will be deemed to be a single person for the
purpose of this paragraph. Such securities managed on a discretionary basis
by an investment management group will, unless otherwise agreed by the
Panel, also be deemed to be those of a single person (see Note 8 on Rule 8);
and
(7) a company having a material trading arrangement with an offeror or
the offeree company.
Paragraphs (1)-(7) are typical cases. Paragraph (8) below is a category to cover
associate status not within (1)-(7).
8. Other.
Notes
* References to a "bank" do not apply to a bank whose sole relationship with
a party to an offer is the provision of normal commercial banking services
or such activities in connection with the offer as confirming that cash is
available, handling acceptances and other registration work.
References to "financial and other professional advisers (including
stockbrokers)", in relation to a party to an offer, do not include an
organisation which has stood down, because of a conflict of interest or
otherwise, from acting for that party in connection with the offer. If the
organisation is to have a continuing involvement with that party during the
offer, the Panel must be consulted. Unless the Panel is satisfied that the
involvement is entirely unconnected with the offer, the above exclusion will
not normally apply.
# The normal test for whether a person is controlled by, controls or is
under the same control as another person will be by reference to the
definition of control contained in the Code. There may be other
circumstances which the Panel will regard as giving rise to such a
relationship (eg where a majority of the equity share capital is owned by
another person who does not have a majority of the voting rights); in cases
of doubt, the Panel should be consulted.
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON
TAKEOVERS AND MERGERS
Date of dealing 12/12/03
Dealing in (name of company) Chelsfield Plc
1. Class of securities (eg ordinary shares) Ordinary
2.
Amount bought Amount sold Price per unit
42,591 #3.1547
3. Resultant total of the same class owned or controlled (and percentage of
class)
297,038 (0.11%)
4. Party making disclosure
Deutsche Bank AG London
5. EITHER (a) Name of purchaser / vendor (Note 1) Deutsche Bank AG London
OR (b) if dealing for discretionary client(s), name of fund management
organisation
6. Reason for disclosure (Note 2)
(a) associate of
(i) offeror (Note 3)
YES / NO
(ii) offeree company
YES / NO
Specify which category or categories of associate (1-8 overleaf)
2
If category (8), explain
(b) Rule 8.3 (ie disclosure because of ownership or control of 1% or more of
the class of relevant securities dealt in)
YES / NO
The dealing described above was a purchase by Deutsche Bank AG London of
Chelsfield plc ordinary shares ("the Shares") for its own account required
to be disclosed under Rule 8.1(a) of the City Code on Takeovers and Mergers
("the Code"). The Panel on Takeovers and Mergers has ruled on an ex parte
basis that the purchase of the Shares will not give rise to any further
implications under the Code provided that Deutsche Bank AG London will
retain the Shares during the offer period and, in the event of an offer by
relevant associates of Deutsche Bank AG London, the Shares will not be
assented to such offer until the offer is unconditional as to acceptances.
Signed, for and on behalf of the party named in (4) above
(Also print name of signatory)
Kelly-Jade Ledwich
Telephone and Extension number
00 44 20 7545 7804
Note 1.
Specify owner, not nominee or vehicle company. If relevant, also identify
controller of owner, eg where an owner normally acts on instructions of a
controller
Note 2.
Disclosure might be made for more than one reason; if so, state all reasons.
Note 3.
Specify which offeror if there is more than one.
Note 4.
When an arrangement exists with any offeror, with the offeree company or
with an associate of any offeror or of the offeree company in relation to
relevant securities, details of such arrangement must be disclosed, as
required by Note 6 on Rule 8.
Note 5.
It may be necessary, particularly when disclosing derivative transactions,
to append a sheet to this disclosure form so that all relevant information
can be given.
Note 6.
In the case of an average price bargain, each underlying trade should be
disclosed.
For full details of disclosure requirements, see Rule 8 of the Code. If in
doubt, contact the Panel on Takeovers and Mergers, Monitoring Section, Tel.
No: 020 7638 0129. Email: monitoring@disclosure.org.uk
DEFINITION OF ASSOCIATE
It is not practicable to define associate in terms which would cover all the
different relationships which may exist in an offer. The term associate is
intended to cover all persons (whether or not acting in concert) who
directly or indirectly own or deal in the shares of an offeror or the
offeree company in an offer and who have (in addition to their normal
interests as shareholders) an interest or potential interest, whether
commercial, financial or personal, in the outcome of the offer.
Without prejudice to the generality of the foregoing, the term associate
will normally include the following:-
(1) an offeror's or the offeree company's parent, subsidiaries and
fellow subsidiaries, and their associated companies, and companies of which
such companies are associated companies (for this purpose ownership or
control of 20% or more of the equity share capital of a company is regarded
as the test of associated company status);
(2) banks and financial and other professional advisers (including
stockbrokers)* to an offeror, the offeree company or any company covered in
(1), including persons controlling#, controlled by or under the same control
as such banks, financial and other professional advisers;
(3) the directors (together with their close relatives and related
trusts) of an offeror, the offeree company or any company covered in (1);
(4) the pension funds of an offeror, the offeree company or any company
covered in (1);
(5) any investment company, unit trust or other person whose investments
an associate manages on a discretionary basis, in respect of the relevant
investment accounts;
(6) a person who owns or controls 5% or more of any class of relevant
securities (as defined in paragraphs (a) to (d) in Note 2 on Rule 8) issued
by an offeror or an offeree company, including a person who as a result of
any transaction owns or controls 5% or more. When two or more persons act
pursuant to an agreement or understanding (formal or informal) to acquire or
control such securities, they will be deemed to be a single person for the
purpose of this paragraph. Such securities managed on a discretionary basis
by an investment management group will, unless otherwise agreed by the
Panel, also be deemed to be those of a single person (see Note 8 on Rule 8);
and
(7) a company having a material trading arrangement with an offeror or
the offeree company.
Paragraphs (1)-(7) are typical cases. Paragraph (8) below is a category to
cover associate status not within (1)-(7).
9. Other.
Notes
* References to a "bank" do not apply to a bank whose sole relationship with a
party to an offer is the provision of normal commercial banking services or such
activities in connection with the offer as confirming that cash is available,
handling acceptances and other registration work.
References to "financial and other professional advisers (including
stockbrokers)", in relation to a party to an offer, do not include an
organisation which has stood down, because of a conflict of interest or
otherwise, from acting for that party in connection with the offer. If the
organisation is to have a continuing involvement with that party during the
offer, the Panel must be consulted. Unless the Panel is satisfied that the
involvement is entirely unconnected with the offer, the above exclusion will not
normally apply.
# The normal test for whether a person is controlled by, controls or is under
the same control as another person will be by reference to the definition of
control contained in the Code. There may be other circumstances which the Panel
will regard as giving rise to such a relationship (eg where a majority of the
equity share capital is owned by another person who does not have a majority of
the voting rights); in cases of doubt, the Panel should be consulted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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