Rule 8 - Marks & Spencer
June 04 2004 - 7:19AM
UK Regulatory
RNS Number:4217Z
Goldman Sachs International
04 June 2004
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
4 June 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
3 June 2004
Dealing in (name of company)
Marks & Spencer plc
1. Class of securities (eg ordinary shares)
Ordinary Shares
2.
Shares: Amount bought Shares: Amount sold Price per unit (GBP)
17,000 3.5108
511 3.5525
These transactions have taken place as a consequence of the closing out of the
following pre-existing Contracts for Difference at the request of clients. The
Panel executive has informed Goldman Sachs on an ex-parte basis that such
transactions are permitted and have no Code consequences.
3. Resultant total of the same class owned or controlled (and percentage of
class)
Net position: short (62,607,234) (2.7733) (net)
Long position: 2,832,324 0.1254%
Short position: (65,439,558) (2.8987%)
Goldman Sachs International - Contracts For Difference and SWAP positions
PRODUCT DESCRIPTION OPENING PRICE EXPIRY EXPIRY DATE GSI POSITION LONG/SHORT OPENING
MONTH AND YEAR DATE
MARKS AND SPENCER CFD 2.81GBP MAY 17,14 -1,175,000 Short May 18, 04
MARKS AND SPENCER CFD 2.7875GBP MAY 23,14 -250,000 Short May 23, 04
MARKS AND SPENCER CFD 2.9475GBP MAY 26,14 -17,000 Short May 27, 04
MARKS AND SPENCER CFD 2.714039GBP NOV 17,13 -30,000 Short Nov 20, 03
MARKS AND SPENCER CFD 2.7958GBP MAR 14,14 -13,079 Short Mar 16, 04
MARKS AND SPENCER CFD 2.7728GBP FEB 08,14 -12,814 Short Feb 10, 04
MARKS AND SPENCER CFD 2.7931GBP MAY 05,14 -10,223 Short May 7, 04
MARKS AND SPENCER CFD 2.796101GBP MAY 19,14 1,190 Long May 21, 04
MARKS AND SPENCER CFD 2.876061GBP MAY 24,14 2,164 Long May 26, 04
MARKS AND SPENCER CFD 3.50649GBP MAY 27,14 9,500 Long May 27, 04
MARKS AND SPENCER CFD 3.01547GBP MAY 26,14 9,600 Long May 27, 04
MARKS AND SPENCER CFD 2.832897GBP MAY 18,14 9,998 Long May 20, 04
MARKS AND SPENCER CFD 2.808559GBP MAY 16,14 9,871 Long May 18, 04
MARKS AND SPENCER CFD 2.771997GBP MAY 22,14 16,802 Long May 24, 04
MARKS AND SPENCER CFD 3.01547GBP MAY 26,14 30,400 Long May 27, 04
MARKS AND SPENCER CFD 2.854477GBP MAY 17,14 35,729 Long May 19, 04
MARKS AND SPENCER CFD 2.927087GBP MAY 25,14 47,894 Long May 27, 04
MARKS AND SPENCER CFD 2.805654GBP MAY 12,14 55,342 Long May 14, 04
MARKS AND SPENCER SWAP 25,000,000 Long
CFD CLOSING
PRODUCT DESCRIPTION OPENING EXPIRY EXPIRY QUANTITY BUY/ SELL OPENING CLOSING PRICE
PRICE MONTH DATE AND DATE
YEAR
MARKS AND SPENCER CFD 2.9475GBP MAY 26,14 17,000 BUY May 27, 04 3.510800 GBP
MARKS AND SPENCER CFD 2.808559GBP MAY 16,14 511 SELL May 18, 04 3.554279 GBP
4. Party making disclosure
Goldman Sachs International
5. EITHER (a) Name of purchaser / vendor (Note 1)
Goldman Sachs International
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
(ii) offeree company NO
Specify which category or categories of associate (1-8 overleaf) 8
(investors in the consortium)
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) NO
Signed, for and on behalf of the party named in (4) above
Peter Highton
(Also print name of signatory)
Peter Highton
Telephone and Extension number
0207-774-1935
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
A long CFD is a derivative instrument that provides its owner with a long
economic interest in the shares underlying the CFD, so that the owner can
realise a gain if the price of the underlying shares rises above the reference
price of the CFD.
A short CFD is a derivative instrument that provides its owner with a short
economic interest in the shares underlying the CFD, so that the owner can
realise a gain if the price of the underlying shares falls below the reference
price of the CFD.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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