Rule 8 - General Electric Co - GE.PA
27 Janeiro 2004 - 8:15AM
UK Regulatory
ABN-AMRO
FORM 8.1
Lodge with a RIS or Newstrack and the Takeover Panel. Use separate form for each
class of securities in which dealings have been made.
Date of disclosure 27/01/2004
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing 26/1/2004
Dealing in GENERAL ELECTRIC CO (GE.PA)
(1) Class of securities USD 0.16 Ord (EUR) (ordinary shares)
(2)Amount bought Amount sold Price per unit
10 26.5100 EUR
1,000 26.5200 EUR
290 26.5300 EUR
2,734 26.5600 EUR
10 26.5900 EUR
100 26.6100 EUR
1,000 26.6300 EUR
2,380 26.6400 EUR
420 26.6500 EUR
2,850 26.6600 EUR
1,500 26.6700 EUR
100 26.6800 EUR
325 26.6900 EUR
1,215 26.7000 EUR
850 26.7100 EUR
270 26.7200 EUR
20 26.7300 EUR
662 26.7500 EUR
2,545 26.7700 EUR
700 26.7900 EUR
45 26.8700 EUR
75 26.9000 EUR
10 26.5100 EUR
150 26.5500 EUR
2,024 26.6000 EUR
300 26.6100 EUR
1 26.6200 EUR
1 26.6300 EUR
1,000 26.6400 EUR
100 26.6500 EUR
100 26.6600 EUR
400 26.6700 EUR
1,860 26.7000 EUR
525 26.7100 EUR
1,180 26.7200 EUR
75 26.7400 EUR
805 26.7500 EUR
1,025 26.7600 EUR
130 26.7800 EUR
130 26.7900 EUR
2,942 26.8000 EUR
150 26.8200 EUR
1,910 26.8400 EUR
80 26.8700 EUR
250 26.8800 EUR
300 26.8900 EUR
100 26.9500 EUR
200 26.9900 EUR
3,353 27.0000 EUR
(3) Resultant total of the same class owned or controlled
(and percentage of class) +40,172 (0%)
(4) Party making disclosure ABN AMRO BANK NV
(5) EITHER (a) Name of purchaser/vendor (Note 1) ABN AMRO BANK N.V. London Branch
OR (b) If dealing for discretionary client(s), name of fund management organisation
(6) Reason for disclosure (Note 2)
(a) associate of
(ii)offeree company YES
Specify which category or categories of associate (1-8 overleaf) 2
If category (8), explain
(b) Rule 8.3 (ie disclosure because of ownership or control of 1% or more of
the class of relevant securities dealt in) NO
Signed, for and on behalf of the party named in (4) above
(Also print name of signatory) Kirit Devshi
Telephone and extension number 020 7678 1904
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 offeree company or
with an associate of any offeror or of the offeree company in relation to
relevant 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 derivative
transactions, to append a sheet to this disclosure form so that all relevant
information can be given.
Note 6. In the case of an average price bargain, each underlying trade should be
disclosed.
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
DEFINITION OF ASSOCIATE
It is not practicable to define associate in terms which would cover all the
different relationships which may exist in an offer. 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 such
companies 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 (including
stockbrokers)* to an offeror, the offeree company or any company covered in (1),
including persons controlling#, controlled by or under the same control as such
banks, financial and other professional advisers;
(3) the directors (together with their close relatives and related trusts) of an
offeror, the offeree company or any company covered in (1);
(4) the pension funds of an offeror, the offeree company or any company covered
in (1);
(5) any investment company, unit trust or other person whose investments an
associate manages on a discretionary basis, in respect of the relevant
investment accounts;
(6) a person who owns or controls 5% or more of any class of relevant securities
(as defined in paragraphs (a) to (d) in Note 2 on Rule 8) issued by an offeror
or an offeree company, including a person who as a result of any transaction
owns or controls 5% or more. When two or more persons act pursuant to 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 this
paragraph. Such securities managed on a discretionary basis by an investment
management group will, unless otherwise agreed by the Panel, 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 the
offeree company.
Paragraphs (1)-(7) are typical cases. Paragraph (8) below is a category to cover
associate status not within (1)-(7).
(8) Other.
Notes
* References to a "bank" do not apply to a bank whose sole relationship with a
party to an offer is the provision of normal commercial banking services or such
activities in connection with the offer as confirming that cash is available,
handling acceptances and other registration work.
References to "financial and other professional advisers (including
stockbrokers)", in relation to a party to an offer, do not include an
organisation which has stood down, because of a conflict of interest or
otherwise, from acting for that party in connection with the offer. If the
organisation is to have a continuing involvement with that party during the
offer, the Panel must be consulted. Unless the Panel is satisfied that the
involvement is entirely unconnected with the offer, the above exclusion will not
normally apply.
# The normal test for whether a person is controlled by, controls or is under
the same control as another person will be by reference to the definition of
control contained in the Code. There may be other circumstances which the Panel
will regard as giving rise to such a relationship (eg where a majority of the
equity share capital is owned by another person who does not have a majority of
the voting rights); in cases of doubt, the Panel should be consulted.
Notes
* References to a "bank" do not apply to a bank whose sole relationship with a
party to an offer is the provision of normal commercial banking services or such
activities in connection with the offer as confirming that cash is available,
handling acceptances and other registration work.
References to "financial and other professional advisers (including
stockbrokers)", in relation to a party to an offer, do not include an
organisation which has stood down, because of a conflict of interest or
otherwise, from acting for that party in connection with the offer if the
organisation is to have a continuing involvement with that party during the
offer, the Panel must be consulted. Unless the Panel is satisfied that the
involvement is entirely unconnected with the offer, the above exclusion will not
normally apply.
# The normal test for whether a person is controlled by, controls or is under
the same control as another person will be by reference to the definition of
control contained in the Code. There may be other circumstances which the Panel
will regard as giving rise to such a relationship (eg where a majority of the
equity share capital is owned by another person who does not have a majority of
the voting rights); in cases of doubt, the Panel should be consulted.
