Trainline Regulatory News (TRN)

27 Jan 2005 11:07

Man Financial Limited27 January 2005 Date Of Disclosure: 27/01/05 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 26/01/05 (1) Name of Company Dealing in Trio Holdings PLC Class of securities ORDINARY SHARES (2) Amount Bought Amount Sold Price (GBP) 50000 0.2830 50000 0.2830 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 2,470,890 2.96% (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, Monitoring Section, Tel. No: 020 7638 0129. E-mail:monitoring@disclosure.org.uk NOTES REGARDING DISCLOSURE MAN FIN Ltd is the beneficial owner of 2,470,890 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 a CFD is defined as the number of reference sharesspecified in the contract, multiplied by the price of the underlying referenceshare. If a client of Man takes a long position, the customer will make a profitif 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 such securities, 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. CFDs CLOSED OUT PRODUCT NAME POS. OPENED OPEN PRICE OPEN DATE CLOSE PRICE Trio Holdings PLC SHORT 50000 0.2325 07/01/05 0.2830 CFD CFD OPEN INTEREST PRODUCT NAME EXECUTED MAN FIN LTD No.of Ref Shares PRICE (GBP) Trio Holdings PLC LONG 07/01/05 SALE 50,000 0.2325 Trio Holdings PLC LONG 10/12/04 SALE 25,000 0.2325 Trio Holdings PLC LONG 12/03/04 SALE 20,000 0.2725 Trio Holdings PLC LONG 27/01/04 SALE 10,000 0.2800 Trio Holdings PLC LONG 27/08/03 SALE 50,000 0.2475 Trio Holdings PLC LONG 26/08/03 SALE 100,000 0.2450 Trio Holdings PLC LONG 25/06/03 SALE 250,000 0.2500 Trio Holdings PLC LONG 15/04/03 SALE 1,300,000 0.2250 Trio Holdings PLC LONG 24/03/03 SALE 600,000 0.2050 Trio Holdings PLC LONG 24/03/03 SALE 165,890 0.2000 Trio Holdings PLC SHORT 26/01/05 SALE 50,000 0.2830CFD Trio Holdings PLC SHORT 26/01/05 SALE 50,000 0.2830CFD This information is provided by RNS The company news service from the London Stock Exchange