BAE.L Regulatory News (BAE)

12 Apr 2005 14:51

Rowan Dartington & Co. Limited12 April 2005 FORM 8.1/8.3 Lodge with a RIS or Newstrack if appropriate and the Takeover Panel. Use aseparate form for each class of securities in which dealings have been made. Date of Disclosure 12 April 2005 DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON TAKEOVERSAND MERGERS Date of dealing 21 March 2005 Dealing in (name of company) Beale PLC 1. Class of securities (eg ordinary shares) Ordinary 5p shares 2.Amount bought Amount sold Price per unit 3,000 0.86 3. Resultant total of the same class owned or controlled (and percentage ofclass) 406,783 1.95% 4. Party making disclosure Rowan Dartington & Co. Limited 5. EITHER (a) Name of purchaser / vendor (Note 1) OR (b) if dealing for discretionary client(s), name of fund managementorganisation Rowan Dartington & Co. Limited 6. Reason for disclosure (Note 2) (a) associate of (i) offeror (Note 3) NO (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 theclass of relevant securities dealt in) NO Signed, for and on behalf of the party named in (4) above (Also print name of signatory) Malcolm Biggs Telephone and Extension number 0117 933 0049 Note 1. Specify owner, not nominee or vehicle company. If relevant, also identifycontroller of owner, eg where an owner normally acts on instructions of acontroller 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 anassociate of any offeror or of the offeree company in relation to relevantsecurities, details of such arrangement must be disclosed, as required by Note 6on Rule 8. Note 5. It may be necessary, particularly when disclosing derivative transactions, toappend a sheet to this disclosure form so that all relevant information can begiven. Note 6. In the case of an average price bargain, each underlying trade should bedisclosed. For full details of disclosure requirements, see Rule 8 of the Code. If indoubt, contact the Panel on Takeovers and Mergers, Monitoring Section, Tel. No:020 7638 0129. Email: monitoring@disclosure.org.uk DEFINITION OF ASSOCIATE It is not practicable to define associate in terms which would cover all thedifferent relationships which may exist in an offer. The term associate isintended to cover all persons (whether or not acting in concert) who directly orindirectly own or deal in the shares of an offeror or the offeree company in anoffer and who have (in addition to their normal interests as shareholders) aninterest or potential interest, whether commercial, financial or personal, inthe outcome of the offer. Without prejudice to the generality of the foregoing, the term associate willnormally include the following:- (1) an offeror's or the offeree company's parent, subsidiaries and fellowsubsidiaries, and their associated companies, and companies of which suchcompanies 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 ofassociated company status); (2) banks and financial and other professional advisers (including stockbrokers)* to an offeror, the offeree company or any company covered in (1), includingpersons 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 anofferor, the offeree company or any company covered in (1); (4) the pension funds of an offeror, the offeree company or any company coveredin (1); (5) any investment company, unit trust or other person whose investments anassociate manages on a discretionary basis, in respect of the relevantinvestment 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 offeroror an offeree company, including a person who as a result of any transactionowns or controls 5% or more. When two or more persons act pursuant to anagreement or understanding (formal or informal) to acquire or control suchsecurities, they will be deemed to be a single person for the purpose of thisparagraph. Such securities managed on a discretionary basis by an investmentmanagement group will, unless otherwise agreed by the Panel, also be deemed tobe those of a single person (see Note 8 on Rule 8); and (7) a company having a material trading arrangement with an offeror or theofferee company. Paragraphs (1)-(7) are typical cases. Paragraph (8) below is a category to coverassociate status not within (1)-(7). (8) Other. Notes * References to a "bank" do not apply to a bank whose sole relationship with aparty to an offer is the provision of normal commercial banking services orsuch activities in connection with the offer as confirming that cash isavailable, handling acceptances and other registration work. References to "financial and other professional advisers (includingstockbrokers)", in relation to a party to an offer, do not include anorganisation which has stood down, because of a conflict of interest orotherwise, from acting for that party in connection with the offer. If theorganisation is to have a continuing involvement with that party during theoffer, the Panel must be consulted. Unless the Panel is satisfied that theinvolvement is entirely unconnected with the offer, the above exclusion will notnormally apply. # The normal test for whether a person is controlled by, controls or is underthe same control as another person will be by reference to the definition ofcontrol contained in the Code. There may be other circumstances which the Panelwill regard as giving rise to such a relationship (eg where a majority of theequity share capital is owned by another person who does not have a majority ofthe voting rights); in cases of doubt, the Panel should be consulted. 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