Trainline Regulatory News (TRN)

12 Apr 2005 17:03

R P Martin Group Limited12 April 2005 FORM 8.1/8.3 Lodge with a RIS or Newstrack, if appropriate, and the Takeover Panel. Useseparate 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 TAKEOVERS AND MERGERS Date of dealing 12 April 2005 Dealing in Trio Holdings plc (1)Class of securities (eg ordinary shares) Ordinary Shares (2)Amount bought Amount sold Price per unit 12,920,801 0.3125 These shares have been purchased pursuant to an agreement between R.P. MartinGroup Limited, First Equity Nominees Limited and Nicholas Levene dated 12 April2005. (3)Resultant total of the same class owned or controlled 13,370,801(and percentage of class) ..................................(16.0 %) (4) Party making disclosure R.P. Martin Group Limited (5)EITHER(a)Name of purchaser (Note 1) R.P. Martin Group Limited OR (b)If dealing for discretionary client(s), name of fund managementorganisation (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) Category (8) If category (8), explain Offeror (R.P. Martin Group Limited) (b)Rule 8.3 (ie disclosure because of ownership or control of 1% or more ofthe class of relevant securities dealt in) YES Signed, for and on behalf of the party named in (4) above.............................................................Jeremy Kraft020 7309 5044 ______________________________________ 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 offereecompany or with an associate of any offeror or of the offeree company inrelation to relevant securities, details of such arrangement must bedisclosed, 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 allrelevant information can be given. Note 6.In the case of an average price bargain, each underlying tradeshould be disclosed. Note 7. The resultant total percentage holding of the class of relevantsecurity is to be calculated by reference to the percentage held and inissue outside treasury. 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. E-mail: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 of20% or more of the equity share capital of a company is regarded as the testof 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 controlas such banks, financial and other professional advisers; (3)the directors (together with their close relatives and related trusts) ofan offeror, 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) issuedby an offeror or an offeree company, including a person who as a result ofany transaction owns or controls 5% or more. When two or more persons actpursuant to an agreement or understanding (formal or informal) to acquire orcontrol such securities, they will be deemed to be a single person for thepurpose of this paragraph. Such securities managed on a discretionary basisby an investment management group will, unless otherwise agreed by thePanel, 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 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 witha party to an offer is the provision of normal commercial banking servicesor such 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 willnot normally 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 thePanel will regard as giving rise to such a relationship (eg where a majorityof the equity share capital is owned by another person who does not have amajority of the voting rights); in cases of doubt, the Panel should beconsulted. This information is provided by RNS The company news service from the London Stock Exchange