Rule 8 - Abbey National plc
September 02 2004 - 8:47AM
UK Regulatory
RNS Number:5429C
Cater Allen International Limited
02 September 2004
FORM 8.1/8.3
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 2nd September 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 1st September 2004
Dealing in Abbey National plc (name of company)
(1) Class of securities (eg ordinary shares) Ordinary Shares of 25 pence each
(2) Bought Sold Prices
11,179 603.00
15,000 602.25
10,000 602.00
115,000 601.25
(3) Resultant total of the same class owned or controlled
(and percentage of class) 0 (0.00%)
As at 1st September 2004, Cater Allen International Limited as part of its
SBL activity carried out in the ordinary course of business, has sold
151,179 Abbey National plc Ordinary Shares to satisfy cash elections under
the Abbey National plc dividend reinvestment plan that is payable on the
4th October 2004. The Panel Executive has informed Cater Allen
International Limited on an ex parte basis that such transactions are
permitted and have no Code consequences.
(4) Party making disclosure Cater Allen International Limited
(5) EITHER (a) Name of purchaser/vendor (Note 1) Cater Allen
International 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 YES
Specify which category or categories of associate (1-8 overleaf) (1) as
a subsidiary of Offeree Company
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 .....................
(Also print name of signatory) Matthew Hill
Telephone and extension number 0207 756 6170
______________________________________
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
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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