RNS Number:3234L
GNI Limited
20 May 2003
FORM 8.1/8.3
Lodge with Company Announcements Office and Newstrack, if appropriate, and the
Takeover Panel.Use separate form for each class of securities in which dealings
have been made.
Date of disclosure 20/05/03
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing 19/05/03
Dealing in HOLMES PLACE PLC (name of company)
(1) Class of securities (e.g. ordinary shares) Ordinary
Amount Bought Amount Sold Price Per Unit
25,000 0.2700
25,000 0.2650
20,000 0.2650
In addition, GNI have entered into CFD arrangements with it's clients which are
detailed below.
(3) Resultant total of the same class owned or controlled
(and percentage of class) 1,677,982 Ordinary (3.93%)
(4) Party making disclosure GNI Limited
(5) EITHER (a) Name of purchaser/vendor (Note 1) GNI 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 (i.e. disclosure because of ownership or control of 1% or
more of the class of relevant securities dealt in) YES
Signed, for and on behalf of the party named in (4) above
(Also print name of signatory) Nigel Avey
Telephone and extension number 020-700-23140
______________________________________
Note 1. Specify owner, not nominee or vehicle company. If relevant, also
identify controller of owner, e.g. 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.
Notes Regarding Disclosure
GNI Ltd is the beneficial owner of 1,677,982 Ordinary shares in the above
company which are held to hedge CFD positions resulting from CFD contracts (see
below) established between GNI and its clients.
A Contract for Difference or CFD is an agreement between two parties to
exchange, at the close of the contract, the difference between the opening price
and the closing price, multiplied by the number of reference shares specified
within the contract. The 'reference shares' are the underlying shares specified
in the CFD. The economic performance of the CFD is determined by the performance
of the underlying reference shares. Although CFDs replicate the price movement
of the underlying reference shares, they convey no right or requirement to
acquire or deliver the physical shares. The contract value of a CFD is defined
as the number of reference shares specified in the contract, multiplied by the
price of the underlying reference share. If a client of GNI takes a long
position, the customer will make a profit if the contract value increases.
Conversely, if a customer of GNI takes a short position, the customer will
benefit if the contract value falls. The CFD contracts detailed below are
open-ended and without a predetermined expiry / closing date.
PRODUCT NAME EXECUTED GNI SALE VOLUME STRIKE
HOLMES PLACE PLC LONG CFD 19-May-03 GNI SALE 20,000 0.2650
HOLMES PLACE PLC LONG CFD 19-May-03 GNI SALE 50,000 0.2675
HOLMES PLACE PLC LONG CFD 06-May-03 GNI SALE 20,000 0.3100
HOLMES PLACE PLC LONG CFD 02-May-03 GNI SALE 35,000 0.2650
HOLMES PLACE PLC LONG CFD 30-Apr-03 GNI SALE 25,000 0.3900
HOLMES PLACE PLC LONG CFD 30-Apr-03 GNI SALE 64,000 0.3900
HOLMES PLACE PLC LONG CFD 23-Apr-03 GNI SALE 15,000 0.4400
HOLMES PLACE PLC LONG CFD 17-Apr-03 GNI SALE 25,000 0.4750
HOLMES PLACE PLC LONG CFD 17-Apr-03 GNI SALE 40,000 0.4800
HOLMES PLACE PLC LONG CFD 14-Apr-03 GNI SALE 25,000 0.4400
HOLMES PLACE PLC LONG CFD 14-Apr-03 GNI SALE 50,000 0.4500
HOLMES PLACE PLC LONG CFD 11-Apr-03 GNI SALE 25,000 0.4300
HOLMES PLACE PLC LONG CFD 01-Apr-03 GNI SALE 15,000 0.4500
HOLMES PLACE PLC LONG CFD 31-Mar-03 GNI SALE 25,000 0.4050
HOLMES PLACE PLC LONG CFD 31-Mar-03 GNI SALE 25,000 0.4100
HOLMES PLACE PLC LONG CFD 28-Mar-03 GNI SALE 100,000 0.4200
HOLMES PLACE PLC LONG CFD 26-Mar-03 GNI SALE 25,000 0.3800
HOLMES PLACE PLC LONG CFD 24-Mar-03 GNI SALE 45,000 0.3989
HOLMES PLACE PLC LONG CFD 21-Mar-03 GNI SALE 25,000 0.3250
HOLMES PLACE PLC LONG CFD 21-Mar-03 GNI SALE 30,000 0.3500
HOLMES PLACE PLC LONG CFD 21-Mar-03 GNI SALE 40,000 0.3300
HOLMES PLACE PLC LONG CFD 21-Mar-03 GNI SALE 41,666 0.3400
HOLMES PLACE PLC LONG CFD 20-Mar-03 GNI SALE 30,000 0.3800
HOLMES PLACE PLC LONG CFD 18-Mar-03 GNI SALE 25,000 0.3600
HOLMES PLACE PLC LONG CFD 18-Mar-03 GNI SALE 100,000 0.3775
HOLMES PLACE PLC LONG CFD 18-Mar-03 GNI SALE 125,000 0.3440
HOLMES PLACE PLC LONG CFD 18-Mar-03 GNI SALE 500,000 0.3960
HOLMES PLACE PLC LONG CFD 06-Mar-03 GNI SALE 25,000 0.2975
HOLMES PLACE PLC LONG CFD 28-Feb-03 GNI SALE 100,000 0.3100
HOLMES PLACE PLC LONG CFD 27-Feb-03 GNI SALE 10,000 0.3300
HOLMES PLACE PLC LONG CFD 27-Feb-03 GNI SALE 17,316 0.2900
HOLMES PLACE PLC LONG CFD 27-Feb-03 GNI SALE 80,000 0.2900
HOLMES PLACE PLC SHORT CFD 06-May-03 GNI SALE 20,000 0.3100
HOLMES PLACE PLC SHORT CFD 02-May-03 GNI SALE 35,000 0.2650
HOLMES PLACE PLC SHORT CFD 30-Apr-03 GNI SALE 64,000 0.3900
HOLMES PLACE PLC SHORT CFD 23-Apr-03 GNI SALE 15,000 0.4400
HOLMES PLACE PLC SHORT CFD 17-Apr-03 GNI SALE 40,000 0.4800
HOLMES PLACE PLC SHORT CFD 14-Apr-03 GNI SALE 25,000 0.4400
HOLMES PLACE PLC SHORT CFD 01-Apr-03 GNI SALE 15,000 0.4500
HOLMES PLACE PLC SHORT CFD 31-Mar-03 GNI SALE 25,000 0.4100
HOLMES PLACE PLC SHORT CFD 24-Mar-03 GNI SALE 45,000 0.3989
HOLMES PLACE PLC SHORT CFD 21-Mar-03 GNI SALE 30,000 0.3500
HOLMES PLACE PLC SHORT CFD 21-Mar-03 GNI SALE 40,000 0.3300
HOLMES PLACE PLC SHORT CFD 20-Mar-03 GNI SALE 30,000 0.3800
HOLMES PLACE PLC SHORT CFD 18-Mar-03 GNI SALE 7,500 0.3600
HOLMES PLACE PLC SHORT CFD 18-Mar-03 GNI SALE 500,000 0.3960
HOLMES PLACE PLC SHORT CFD 27-Feb-03 GNI SALE 10,000 0.3300
HOLMES PLACE PLC SHORT CFD 27-Feb-03 GNI SALE 20,000 0.2900
HOLMES PLACE PLC SHORT CFD 25-Feb-03 GNI SALE 5,000 0.5300
HOLMES PLACE PLC SHORT CFD 25-Feb-03 GNI SALE 30,000 0.4000
HOLMES PLACE PLC SHORT CFD 25-Feb-03 GNI SALE 50,000 0.4200
HOLMES PLACE PLC SHORT CFD 25-Feb-03 GNI SALE 78,000 0.3833
HOLMES PLACE PLC SHORT CFD 05-Feb-03 GNI SALE 55,000 0.7284
HOLMES PLACE PLC SHORT CFD 20-Jan-03 GNI SALE 25,000 0.8500
HOLMES PLACE PLC SHORT CFD 08-Jan-03 GNI SALE 100,000 1.0000
HOLMES PLACE PLC SHORT CFD 02-Jan-03 GNI SALE 393,482 0.9500
HOLMES PLACE PLC SHORT CFD GNI SALE 5,000 1.1300
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 (e.g. 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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