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RNS Number : 4382N
Ecofin Limited
01 September 2011
AMENDMENT
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%
OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the person whose Ecofin Special Situations Utilities
positions/dealings are being Master Fund Limited and Ecofin Water
disclosed: & Power Opportunities plc
(b) Owner or controller of
interests and short positions
disclosed, if different from
1(a): The naming of nominee or
vehicle companies is
insufficient
--------------------------------------
(c) Name of offeror/offeree in Hansen Transmissions International NV
relation to whose relevant
securities this form relates: Use
a separate form for each
offeror/offeree
--------------------------------------
(d) If an exempt fund manager
connected with an
offeror/offeree, state this and
specify identity of
offeror/offeree:
--------------------------------------
(e) Date position held/dealing 24 August 2011
undertaken:
--------------------------------------
(f) Has the discloser previously NO
disclosed, or are they today If YES, specify which:
disclosing, under the Code in
respect of any other party to
this offer?
--------------------------------------
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates following
the dealing (if any)
Class of relevant security: Ordinary Shares
Interests Short positions
------------------- ------------------
Number % Number %
----------- ------ ------------- ---
(1) Relevant securities owned
and/or controlled: 88,312,671 13.19
----------- ------ ------------- ---
(2) Derivatives (other than
options): 1,500,000 0.22
----------- ------ ------------- ---
(3) Options and agreements to
purchase/sell:
----------- ------ ------------- ---
TOTAL: 89,812,671 13.41
----------- ------ ------------- ---
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
(b) Rights to subscribe for new securities (including directors'
and other executive options)
Class of relevant security in relation to which subscription
right exists:
Details, including nature of the rights concerned
and relevant percentages:
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant
security Purchase/sale Number of securities Price per unit
Equity Purchase 5,720,151 0.62
--------------- --------------------- ---------------
(b) Derivatives transactions (other than options)
Nature of dealing
e.g. opening/closing
a long/short
position,
Class of Product increasing/reducing Number of
relevant description a long/short reference Price per
security e.g. CFD position securities unit
CFD Closing long CFD 5,720,151 0.62
------------- ----------------------------------- ----------- ------------
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type e.g. Expiry Option
relevant description purchasing, securities price American, date money
security e.g. call selling, to which per European paid/
option varying option unit etc. received
etc. relates per
unit
(ii) Exercising
Class of relevant Product Number of Exercise price
security description e.g. securities per unit
call option
(d) Other dealings (including subscribing for new
securities)
Class of relevant Nature of dealing Details Price per unit (if
security e.g. subscription, applicable)
conversion
The currency of all prices and other monetary amounts should be
stated.
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or
any agreement or understanding, formal or informal,
relating to relevant securities which may be an inducement
to deal or refrain from dealing entered into by the
person making the disclosure and any party to the
offer or any person acting in concert with a party
to the offer:
If there are no such agreements, arrangements or understandings,
state "none"
None.
(b) Agreements, arrangements or understandings relating to
options or derivatives
Details of any agreement, arrangement or understanding,
formal or informal, between the person making the
disclosure and any other person relating to:
(i) the voting rights of any relevant securities under
any option; or
(ii) the voting rights or future acquisition or disposal
of any relevant securities to which any derivative
is referenced:
If there are no such agreements, arrangements or understandings,
state "none"
An irrevocable undertaking was signed by Ecofin Special
Situations Utilities Master Fund Limited and Ecofin
Water & Power Opportunities plc on 24 July 2011, as
received by ZF Friedrichshafen AG (ZF) on the same
day, in relation to the recommended cash offer to
be made by ZF International BV, a wholly owned subsidiary
of ZF, for the entire issued and to be issued share
capital of Hansen Transmissions International NV,
as announced on 25 July 2011. Further details of this
irrevocable undertaking are set out in Appendix II
of the 25 July 2011 announcement. For the purposes
of Belgian law, Ecofin Special Situations Utilities
Master Fund Limited, Ecofin Water & Power Opportunities
plc and ZF Friedrichshafen AG (ZF) are Concert Parties
and TR-1 Form was filed in Belgium on 28 July 2011.
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? NO - just CFDs
Date of disclosure: 1 September 2011
Contact name: Lisa Anderson
-----------------
Telephone number: 0207 451 2941
-----------------
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market
Surveillance Unit is available for consultation in relation to the
Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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