Miscellaneous Rule 8 ftn 6(b)

6 Dec 2006 14:33

European Motor Hldgs PLC06 December 2006 6 DECEMBER 2006 EUROPEAN MOTOR HOLDINGS PLC ("EMH") Miscellaneous-Rule 8 ftn 6 (b) In accordance with note 6(b) to Rule 8 of the Takeover Code, EMH discloses thatin anticipation of its strategic review which was announced on 18 October 2006,EMH entered into a standstill arrangement with one of its shareholders, UBS AG,on 27 September 2006 whereby UBS AG undertook to EMH, inter alia, during theperiod beginning on that date and ending on the earlier of (i) any date after 27 October 2006 on which EMH's share price falls below £4.00 per share and (ii) 31 December 2006, not to offer, sell, pledge, contract to sell, pledge, issueoptions, rights or warrants in respect of or otherwise dispose of, directly orindirectly, any of the 5,894,027 shares of EMH that UBS AG holds as at 27September 2006 or do anything with the same economic effect as any of theforegoing. This undertaking does not apply to any acceptance of a general offerfor EMH's shares made in accordance with the Takeover Code or to the provisionof an irrevocable undertaking to accept such an offer. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of EMH, all "dealings" in any "relevantsecurities" of that company, (including by means of an option in respect of, ora derivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the "offer period" ends, or is declared unconditional asto acceptances, lapses or is otherwise withdrawn or on which the "offer" period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of EMH, they will be deemed to be a single person for the purpose ofRule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of EMH by EMH or by any of its "associates", must be disclosed by nolater than 12.00 noon (London time) on the London business day following thedate of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange