Rule 8 - Celltech - Amendment
May 26 2004 - 7:45AM
UK Regulatory
RNS Number:0990Z
Bear Stearns Intl. Trading Ltd
26 May 2004
FORM 8.1/8.3
The following amendment has been made to RNS 0564Z, released at 12:10 on 25 May
2004.
The total number of shares purchased has been amended from 6,440,719 to
6,315,719. The total number of shares sold has been amended from 4,505,805 to
3,281,003.
Lodge with a RIS or Newstrack, if appropriate, and the Takeover Panel. Use
separate form for each class of securities in which dealings have been made.
Date of disclosure, 26 May 2004
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing, 20 May 2004
Dealing in, Celltech Group Plc
(1) Class of securities (eg ordinary shares) Ordinary Shares
(2) Amount bought Amount sold Price per unit
6,315,719 GBP 5.42
750,000 GBP 5.4175
251,000 GBP 5.4199
67,203 GBP 5.42
600,000 GBP 5.4254
500,000 GBP 5.4256
1,112,800 GBP 5.4272
In addition, Bear Stearns International Trading Limited has undertaken certain
CFD and Swap transactions (See below).
(3) Resultant total of the same class owned or controlled
(and percentage of class) 3,074,638 (1.107%)
(4) Party making disclosure Bear Stearns International Trading Limited.
(5) EITHER (a) Name of purchaser/vendor (Note 1)
Bear Stearns International Trading Limited ...
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) NO
(ii) offeree company NO
Specify which category or categories of associate (1-8 overleaf)
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
Signed, for and on behalf of the party named in (4) above.....................
(Also print name of signatory) James Step
Telephone and extension number 020 7516 5310
______________________________________
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.
Note 7. The resultant total percentage holding of the class of relevant security
is to be calculated by reference to the percentage held and in issue outside
treasury.
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. E-mail:monitoring@disclosure.org.uk
Bear Stearns International Trading Limited is the beneficial owner of 3,074,638
Celltech Group Plc ordinary shares. 2,580,687 of these shares are held to hedge
Contract for Differences ("CFD") or Equity Swap positions for clients.
A long CFD is a product where the client to whom the product is sold is taking a
long economic interest in the underlying share price such that the client can
realize a gain if the price of the underlying securities rises above the
reference price.
An Equity Swap is a product where an agreement between two counterparties sees
one party receive the return on an asset from the other party and makes a
payment to the other party based on a fixed or floating rate of interest. The
return can be either the price return or the total return (I.E. Including
dividends).
The control of voting rights in relation to the underlying shares used to hedge
the stock are wholly owned by Bear Stearns International Trading Limited.
The CFD contracts are open-ended and there is no rollover into new contracts.
Contracts For Difference/Equity Swaps
Product Name Type Date Executed Maturity Date BSIT Buy/Sell Underlying Reference CCY
Number of Price
Shares
Celltech Open Short 17/5/2004 1/3/2005 SELL -1,312 4.345 GBP
Equity Swap
Celltech Open Short 17/5/2004 1/3/2005 SELL -463 4.345 GBP
Equity Swap
Celltech Open Short 17/5/2004 1/3/2005 SELL -431,738 4.345 GBP
Equity Swap
Celltech Open Long 18/5/2004 29/3/2004 BUY 183,800 5.4535 GBP
Equity Swap
Celltech Open Long 19/5/2004 29/3/2004 BUY 2,000 5.4148 GBP
Equity Swap
Celltech Open Long 19/5/2004 29/3/2004 BUY 91,800 5.42 GBP
Equity Swap
Celltech Open Long 19//5/2004 29/3/2004 BUY 500,000 5.424065 GBP
Equity Swap
Celltech Open Long 19/5/2004 29/3/2004 BUY 1,000,000 5.421459 GBP
Equity Swap
Celltech Open Long 20/5/2004 29/3/2004 BUY 367,600 5.42 GBP
Equity Swap
Celltech Open Long 20/5/2004 29/3/2004 BUY 350,000 5.4281 GBP
Equity Swap
Celltech Open Long 20/5/2004 29/3/2004 BUY 519,000 5.4295 GBP
Equity Swap
2,580,687
This information is provided by RNS
The company news service from the London Stock Exchange
END
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