Rule 8 - General Electric Co - GE.PA
January 21 2004 - 6:56AM
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 21/01/2004
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing 20/1/2004
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
150 26.4300 EUR
185 26.4500 EUR
383 26.5100 EUR
150 26.5400 EUR
185 26.8000 EUR
30 26.8200 EUR
51,885 27.0000 EUR
12 27.0800 EUR
1,180 27.0900 EUR
135 27.1000 EUR
890 27.1100 EUR
570 27.1600 EUR
453 27.1700 EUR
270 27.2000 EUR
100 27.2100 EUR
225 27.2200 EUR
1,000 27.2500 EUR
42 27.3000 EUR
15 27.3400 EUR
200 27.3500 EUR
310 27.3900 EUR
194 27.4000 EUR
37 27.4100 EUR
2,340 26.5000 EUR
117 26.5200 EUR
70 26.5300 EUR
240 26.5500 EUR
120 26.5700 EUR
100 26.5800 EUR
16 26.6000 EUR
35 26.6100 EUR
497 26.6300 EUR
145 26.6500 EUR
50 26.6700 EUR
300 26.6800 EUR
382 26.7000 EUR
27 26.7100 EUR
230 26.7400 EUR
70 26.7500 EUR
55 26.7800 EUR
500 26.7900 EUR
120 26.8000 EUR
200 26.8200 EUR
1,910 26.9000 EUR
73 26.9100 EUR
850 26.9400 EUR
1,070 26.9500 EUR
170 26.9600 EUR
5,000 26.9900 EUR
1,764 27.0000 EUR
100 27.0100 EUR
1,689 27.0200 EUR
2,345 27.0400 EUR
215 27.0500 EUR
200 27.0700 EUR
110 27.0800 EUR
821 27.0900 EUR
105 27.1000 EUR
2,350 27.1100 EUR
1,850 27.1500 EUR
416 27.1600 EUR
150 27.1900 EUR
1,145 27.2000 EUR
175 27.2300 EUR
459 27.2400 EUR
8,280 27.2500 EUR
780 27.2700 EUR
9,041 27.2900 EUR
1,345 27.3000 EUR
766 27.3200 EUR
1,320 27.3400 EUR
2,871 27.3500 EUR
840 27.3900 EUR
(3) Resultant total of the same class owned or controlled
(and percentage of class) +40,172 (0%)
(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.
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.