Trainline Regulatory News (TRN)

10 Mar 2005 11:56

Man Financial Limited10 March 2005 Date Of Disclosure: 10/03/05 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 09/03/05 (1) Name of Company Dealing in Trio Holdings PLC Class of securities ORDINARY SHARES (2) Amount Bought Amount Sold Price (GBP) 10000 0.2850 In addition, Man Financial Ltd have entered into CFD and Spread Betting arrangements with its clients which are detailed below. (3) Resultant total of the same class owned or 2,530,890 3.03% controlled and percentage of class (4) Party making disclosure MAN FINANCIAL LIMITED (5) Name of purchaser/vendor MAN FINANCIAL LIMITED (Note1) (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 requiredby 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 should bedisclosed 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. E-mail:monitoring@disclosure.org.uk NOTES REGARDING DISCLOSURE Man Financial Ltd ("MAN") is the beneficial owner of 2,530,890 Ordinary Sharesin the above company which are held to hedge CFD & Spread Betting positions (see below) established between MAN and its clients. 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 underlying sharesspecified 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 orrequirement 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 referenceshare. If a client of Man takes a long position, the client will make a profitif the contract value increases.Conversely, if a client of Man takes a short position, the client will benefit ifthe contract value falls. The CFD contracts detailed below are open-ended and without predeterminedexpiry/ close value A Spread Bet is a product whereby the client to whom theproduct is sold can realise a gain or a loss depending on whether the price ofthe underlying security increases above or falls below the reference price. Aclient's Spread bet position is described the client's "stake". A "stake" isexpressed in pounds (sterling) per "point" and a "point" is the price in penceof the underlying shares. A client with a "stake" of £100 per point will make again of £100 for every penny increase in the underlying shares and the clienthas an exposure equivalent to 10,000 shares. DEFINITION OF ASSOCIATE 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 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 of associated 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 an associate 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 controlsuch securities, they will be deemed to be a single person for the purpose ofthis paragraph. Such securities managed on a discretionary basis by aninvestment management group will, unless otherwise agreed by the Panel, also bedeemed 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 tocover associate status not within (1)-(7). (8) Other. It is not practicable to define associate in terms which would cover all the different relationships which may exist in an offer. CFD OPEN INTEREST PRODUCT NAME EXECUTED MAN FIN Ref Shares PRICE LTD (GBP) Trio Holdings PLC LONG CFD 09/03/ SALE 10,000 0.2850 05 Trio Holdings PLC LONG CFD 10/12/ SALE 25,000 0.2325 04 Trio Holdings PLC LONG CFD 12/03/ SALE 20,000 0.2725 04 Trio Holdings PLC LONG CFD 25/06/ SALE 250,000 0.2500 03 Trio Holdings PLC LONG CFD 15/04/ SALE 1,300,000 0.2250 03 Trio Holdings PLC LONG CFD 24/03/ SALE 325,890 0.2000 03 Trio Holdings PLC LONG CFD 24/03/ SALE 300,000 0.2050 03 END This information is provided by RNS The company news service from the London Stock Exchange