Earthport Regulatory News (EPO)

26 Jan 2005 11:05

Man Financial Limited26 January 2005 Date Of Disclosure: 26/01/05 Fax to 020 7256 9386 (Take Over Panel) and 020 7588 6057 (RNS) FORM 8.1/8.3 Lodge with a RIS or Newstrack and the Takeover Panel. Use separate form for each class of securities in which dealings have been made. DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3 OF THE CITY CODE ON TAKEOVERS AND MERGERS Date of dealing 25/01/05 (1) Name of Company Dealing in Earthport PLC Class of securities ORDINARY SHARES (2) Amount Bought Amount Sold Price (GBP) 250000 0.0115 In addition, MAN FIN LTD have entered into CFD arrangements with it's client's which are detailed below. (3) Resultant total of the same class owned or controlled and percentage of class 32,990,000 5.99% (4) Party making disclosure MAN FINANCIAL LIMITED (5) Name of purchaser/vendor (Note1) MAN FINANCIAL LIMITED (6) Reason for disclosure (Note 2) (a) Associate of (i) offeror (Note 3) - NO (b) (i) offeree Company - NO Specify which category or categories of associate (1-8 overleaf) If category (8), explain 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 Stewart Horner Telephone and extension number 020-7144-4201 Note1. Specify owner, not nominee or vehicle company. If relevant, alsoidentify controller of owner, e.g. where an owner normally acts oninstructions of a controller. Note 2. Disclosure might be made for more than one reason; if so, state allreasons. Note 3. Specify which offeror if there is more than one. Note 4. When an arrangement exists with any offeror, with the offeree companyor with an associate of any offeror or of the offeree company in relation torelevant 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 derivativetransactions, to append a sheet to this disclosure form so that all relevantinformation can be given. Note 6. In the case of an average price bargain, each underlying trade shouldbe disclosed For full details of disclosure requirements, see Rule 8 of theCode. If in doubt, contact the Panel on Takeovers and Mergers, MonitoringSection, Tel. No: 020 7638 0129. E-mail:monitoring@disclosure.org.uk NOTES REGARDING DISCLOSURE MAN FIN Ltd is the beneficial owner of 32,990,000 Ordinary Shares in theabove company which are held to hedge CFD positions resulting from CFDcontracts (see below) established between MAN FINANCIAL LIMITED and itsclients. A Contract for Difference or CFD is an agreement between two parties toexchange, at the close of the contract, the difference between the openingprice and the closing price, multiplied by the number of reference sharesspecified within the contract. The 'reference shares' are the underlyingshares specified in the CFD. The economic performance of the CFD is determinedby the performance of the underlying reference shares. Although CFDs replicatethe price movement of the underlying reference shares,they convey no right orrequirement to acquire or deliver the physical shares. The contract value of aCFD 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 Mantakes a long position, the customer will make a profit if the contract value increases. Conversely, if a customer of Man Financial Ltd takes a short position, thecustomer will benefit if the contract value falls. The CFD contracts detailed below are open-ended and without predeterminedexpiry/close value 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 is intended to cover all persons (whether or not acting inconcert) who directly or indirectly own or deal in the shares of an offeror orthe offeree company in an offer and who have (in addition to their normalinterests as shareholders) an interest or potential interest, whethercommercial, financial or personal, in the outcome of the offer Withoutprejudice to the generality of the foregoing, the term associate will normallyinclude 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 (includingstockbrokers)* to an offeror, the offeree company or any company covered in(1), including persons controlling#, controlled by or under the same control assuch banks, financial and other professional advisers; (3) the directors (together with their close relatives & 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 companycovered in (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 relevantsecurities (as defined in paragraphs (a) to (d) in Note 2 on Rule 8) issued byan offeror or an offeree company, including a person who as a result of anytransaction owns or controls 5% or more. When two or more persons act pursuantto an agreement 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 acategory to cover associate status not within (1) -(7). (8) Other. CFD OPEN INTEREST PRODUCT NAME EXECUTED MAN FIN LTD No.of Ref Shares PRICE (GBP) Earthport PLC LONG CFD 25/01/05 SALE 250,000 0.0115 Earthport PLC LONG CFD 24/01/05 SALE 500,000 0.0120 Earthport PLC LONG CFD 21/01/05 SALE 1,000,000 0.0130 Earthport PLC LONG CFD 21/01/05 SALE 600,000 0.0125 Earthport PLC LONG CFD 21/01/05 SALE 250,000 0.0128 Earthport PLC LONG CFD 21/01/05 SALE 200,000 0.0135 Earthport PLC LONG CFD 19/01/05 SALE 1,000,000 0.0110 Earthport PLC LONG CFD 19/01/05 SALE 100,000 0.0120 Earthport PLC LONG CFD 31/12/04 SALE 1,000,000 0.0150 Earthport PLC LONG CFD 31/12/04 SALE 100,000 0.0145 Earthport PLC LONG CFD 02/12/04 SALE 850,000 0.0125 Earthport PLC LONG CFD 02/12/04 SALE 150,000 0.0120 Earthport PLC LONG CFD 25/11/04 SALE 1,500,000 0.0200 Earthport PLC LONG CFD 07/09/04 SALE 300,000 0.0143 Earthport PLC LONG CFD 20/08/04 SALE 4,500,000 0.0165 Earthport PLC LONG CFD 28/07/04 SALE 1,000,000 0.0150 Earthport PLC LONG CFD 26/07/04 SALE 200,000 0.0150 Earthport PLC LONG CFD 08/07/04 SALE 100,000 0.0225 Earthport PLC LONG CFD 29/06/04 SALE 200,000 0.0230 Earthport PLC LONG CFD 09/06/04 SALE 100,000 0.0268 Earthport PLC LONG CFD 08/06/04 SALE 5,000,000 0.0270 Earthport PLC LONG CFD 07/06/04 SALE 1,000,000 0.0270 Earthport PLC LONG CFD 04/06/04 SALE 2,850,000 0.0280 Earthport PLC LONG CFD 04/06/04 SALE 500,000 0.0265 Earthport PLC LONG CFD 04/06/04 SALE 250,000 0.0285 Earthport PLC LONG CFD 04/06/04 SALE 20,000 0.0270 Earthport PLC LONG CFD 03/06/04 SALE 1,000,000 0.0265 Earthport PLC LONG CFD 03/06/04 SALE 600,000 0.0270 Earthport PLC LONG CFD 02/06/04 SALE 1,500,000 0.0255 Earthport PLC LONG CFD 28/05/04 SALE 6,370,000 0.0252 This information is provided by RNS The company news service from the London Stock Exchange