Rule 8 - General Electric Co - GE.PA
January 20 2004 - 6:57AM
UK Regulatory
ABN-AMRO
DISCLOSURE UNDER RULES 8.1/8.3
FORM 8.1
Lodge with a RIS or Newstrack and the Takeover Panel. Use separate form for each
class of securities in which dealings have been made.
Date of disclosure 20/01/2004
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing 19/01/2004
Dealing in GENERAL ELECTRIC CO (GE.PA)
(1) Class of securities USD 0.16 Ord (EUR) (ordinary shares)
(2)Amount bought Amount sold Price per unit
161 26.5700 EUR
1,290 26.6100 EUR
60 26.6800 EUR
70 26.8000 EUR
4,140 26.8300 EUR
420 26.8400 EUR
205 26.9000 EUR
300 26.9500 EUR
300 26.9600 EUR
650 26.9700 EUR
46 26.9800 EUR
804 26.9900 EUR
1,862 27.0000 EUR
100 27.0200 EUR
1,754 27.0600 EUR
184 27.0800 EUR
290 27.0900 EUR
115 27.1000 EUR
1,707 27.1100 EUR
100 27.1400 EUR
1,078 27.1500 EUR
320 27.1800 EUR
747 27.2000 EUR
800 27.2100 EUR
350 27.2200 EUR
100 27.2400 EUR
3,187 27.2500 EUR
2,969 27.2900 EUR
310 27.3000 EUR
65 27.3100 EUR
60 27.3500 EUR
151 27.4000 EUR
150 26.8200 EUR
130 26.8500 EUR
635 26.9400 EUR
4,150 26.9900 EUR
42 27.0000 EUR
680 27.0400 EUR
705 27.0900 EUR
136 27.1000 EUR
100 27.1300 EUR
100 27.1500 EUR
610 27.1800 EUR
106 27.1900 EUR
90 27.2000 EUR
111 27.2300 EUR
250 27.2400 EUR
4,275 27.2500 EUR
500 27.2600 EUR
100 27.2700 EUR
50 27.2800 EUR
1,120 27.2900 EUR
2,457 27.3000 EUR
500 27.3100 EUR
1,765 27.3200 EUR
1,169 27.3300 EUR
2,719 27.3400 EUR
3,000 27.3900 EUR
3,050 27.4400 EUR
272 27.4600 EUR
300 27.4800 EUR
200 27.4900 EUR
(3) Resultant total of the same class owned or controlled
(and percentage of class) +28,390)
(4) Party making disclosure ABN AMRO BANK NV
(5) EITHER (a) Name of purchaser/vendor (Note 1) ABN AMRO BANK N.V. London
Branch
OR (b) If dealing for discretionary client(s), name of fund management
organisation
...
(6) Reason for disclosure (Note 2)
(a) associate of
(ii) offeree company YES
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) NO
Signed, for and on behalf of the party named in (4) above
(Also print name of signatory) Kirit Devshi
Telephone and extension number 020 7678 1904
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. 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.