Rule 8 - Merant PLC
March 12 2004 - 5:28AM
UK Regulatory
RNS Number:4632W
Bear Stearns Intl. Trading Ltd
12 March 2004
Date of Disclosure 12 MARCH 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 11 MARCH 2004
Dealing in MERANT PLC (name of company)
1) Class of securities (eg ordinary shares) ORDINARY SHARES
2) Amount bought Amount sold Price per unit
200,000 GBP191
200,000 GBP191
441,369 USD 3,4388
4,310 USD 3,4474
19,144 USD 3,4423
200,000 GBP 191
IN ADDITION BEAR STEARNS INTERNATIONAL TRADING LIMITED HAS UNDERTAKEN CERTAIN
CFD AND SWAP TRANSACTIONS (SEE BELOW)
3) Resultant total of the same class owned or controlled
(and percentage of class) 2,363,743 (2.248 %)
4) Party making disclosure BEAR STEARNS INTERNATIONAL TRADING LIMITED
5) EITHER (a) Name of purchaser/vendor (Note 1)
BEAR STEARNS INTERNATIONAL TRADING 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 NO
Specify which category or categories of associate (1-8 overleaf)
If category (8), explain
(b) Rule 8.3 (ie disclosure because of ownership or control of 1%
or moreof the class of relevant securities dealt in) YES
Signed, for and on behalf of the party named in (4) above N/A
(Also print name of signatory) JAMES STEP
Telephone and extension number 020 7516 5310
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 which 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 formso that
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. Email: monitoring@disclosure.org.uk
Bear Steams International Trading Limited is the beneficial owner of 2,363,743
Merant Plc ordinary shares. 2,363,743 of these shares are held to hedge Contract
for Differences ("CFD") or Equity Swap positions for clients.
A long CFD is a product where the client to whom the product is sold is taking a
long economic interest in the underlying share price such that the client can
realize a gain if the price of the underlying securities rises above the
reference price.
An Equity Swap is a product where an agreement between two counterparties sees
one party receive the return on an asset from the other party and makes a payment
to the other party baaed on a fixed or floating rate of interest. The return can
be either the price return or the total return (I.E. Including dividends).
The control of voting rights in relation to the underlying shares used to hedge
the stock are wholly owned by Bear Steams International Trading Limited.
The CFD contracts are open-ended and there is no rollover into new contracts.
Contracts for Difference/Equity Swaps Merant plc
Date of Disclosure 12 March 2004
BSIT Underlying
Date Maturity Buy/ number of Reference
Product name Type Executed Date Sell shares Price CCY
Merant plc Long Equity
Swap 04-Mar-04 01-March-05 BUY 1,610,700 3.4548 USD
Merant plc Long Equity
Swap 04-Mar-04 01-March-05 BUY 23,420 3.4009 USD
Merant plc Long Equity
Swap 04-Mar-04 01-March-05 BUY 196,000 3.4618 USD
Merant plc Long Equity
Swap 05-Mar-04 01-March-05 BUY 245,000 3.5127 USD
Merant plc Long Equity
Swap 08-Mar-04 01-March-05 BUY 44,150 3.5523 USD
Merant plc Short Equity
Swap 09-Mar-04 01-March-05 SELL -1,000,000 1.92 GBP
Merant plc Long Equity
Swap 09-Mar-04 01-March-05 BUY 24,404 3.5321 USD
Merant plc Long Equity
Swap 09-Mar-04 01-March-05 BUY 88,288 3.5137 USD
Merant plc Long Equity
Swap 10-Mar-04 01-March-05 BUY 35,000 3.4422 USD
Merant plc Long Equity
Swap 10-Mar-04 01-March-05 BUY 478,866 3.4627 USD
Merant plc Long Equity
Swap 11-Mar-04 01-March-05 BUY 176,546 3.445 USD
Merant plc Long Equity
Swap 11-Mar-04 01-March-05 BUY 441,369 3.4388 USD
2,363,743
This information is provided by RNS
The company news service from the London Stock Exchange
END
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