Filed by BAE Systems plc
Filed pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Companies: European Aeronautic Defence & Space Company N.V. and BAE Systems plc
Commission File Nos.: 132-02764 and 132-02763
Date: 27 September 2012
Note: The announcement below was issued by BAE Systems plc today. The filing of this announcement under Rule 425 shall not be deemed an acknowledgment that such a filing is required or that an offer requiring registration under the Securities Act of 1933, as amended, may ever occur in connection with the possible business combination transaction described herein.
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a)Identity of the party to the offer making the disclosure: | BAE Systems plc |
(b)Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | N/A |
(c)Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | BAE Systems plc |
| (d)Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE |
| (e)Date position held: | 25 September 2012 |
| (f)Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | Yes – on 26 September 2012 disclosed in respect of holdings in EADS N.V as at 12 September 2012. |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| (a) | Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates |
Class of relevant security: | BAE Systems plc ordinary shares | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1)Relevant securities owned and/or controlled: | 0 | - | 0 | - |
| (2)Derivatives (other than options): | 0 | - | 0 | - |
| (3)Options and agreements to purchase/sell: | 0 | - | 0 | - |
TOTAL: | 0 | - | 0 | - |
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
| (b) | Rights to subscribe for new securities |
| Class of relevant security in relation to which subscription right exists: | N/A |
| Details, including nature of the rights concerned and relevant percentages: | N/A |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
| Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
None |
| 3. | POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE |
| Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: |
Beneficial holding of Directors of BAE Systems plc in shares in BAE Systems plc
| Name | Number of BAE Systems plc Shares | Percentage of issued ordinary share capital of BAE Systems plc (per cent.) |
| Dick Olver | 53,343 | 0.00 |
| Ian King | 1,351,570 | 0.04 |
| Linda Hudson | 405,020 | 0.01 |
| Peter Lynas | 279,399 | 0.00 |
| Paul Anderson | 60,000 | 0.00 |
| Peter Mason | 25,283 | 0.00 |
| Paula Rosput Reynolds | 1,200* | 0.00 |
| Nick Rose | 55,000 | 0.00 |
| Carl Symon | 20,000 | 0.00 |
*shares held in the form of 300 American Depositary Shares
Options/contingent interests held by directors of BAE Systems plc over shares in BAE Systems plc
PSP - BAE Systems Performance Share Options Plans
ExSOP - BAE Systems Executive Share Option Plan
SMP - BAE Systems Share Matching Plan
RSP - BAE Systems Restricted Share Plan
Ian King
| Share | as at 25 | Exercise | Date from | Expiry date | |
| Option | September | price | which | ||
| Plan | 2012 | £ | Date of grant | exercisable | |
| PSP | 38,463 | nil | 07.05.08 | 26.03.13 | 26.03.15 |
| PSP | 65,219 | nil | 08.09.08 | 08.09.12 | 08.09.15 |
| PSP | 92,823 | nil | 24.03.09 | 24.03.13 | 24.03.16 |
| PSP | 289,351 | nil | 23.03.10 | 23.03.13 | 23.03.17 |
| PSP | 289,352 | nil | 23.03.10 | 23.03.13 | 23.03.17 |
| PSP | 346,707 | nil | 18.05.11 | 18.05.14 | 18.05.18 |
| PSP | 346,707 | nil | 18.05.11 | 18.05.14 | 18.05.18 |
| PSP | 199,968 | nil | 29.03.12 | 29.03.15 | 29.03.19 |
| PSP | 199,969 | nil | 29.03.12 | 29.03.15 | 29.03.19 |
| 1,868,559 | |||||
| ExSOP | 318,314 | 1.72 | 30.09.03 | 30.09.06 | 30.09.13 |
| ExSOP | 272,388 | 2.01 | 30.03.04 | 30.03.07 | 30.03.14 |
| ExSOP | 221,903 | 2.64 | 24.03.05 | 24.03.08 | 24.03.15 |
| ExSOP | 145,443 | 4.28 | 12.04.06 | 12.04.09 | 12.04.16 |
| ExSOP | 173,960 | 4.57 | 30.03.07 | 30.03.10 | 30.03.17 |
| ExSOP | 959,850 | 3.01 | 29.03.12 | 29.03.15 | 29.03.22 |
| 2,091,858 | |||||
| as at 25 | Price | ||||
| September | on award | Date of | Date of | ||
| LTIPs | 2012 | or vesting | award | vesting | |
| SMP | 431,701 | nil | 23.03.10 | 23.03.13 | |
| SMP | 425,877 | nil | 18.05.11 | 18.05.14 | |
| SMP | 479,048 | nil | 29.03.12 | 29.03.15 | |
| 1,336,626 |
Linda Hudson
| as at 25 | Exercise | Date from | |||
| September | price | which | |||
| Share options | 2012 | £ | Date of grant | exercisable | Expiry date |
| PSP | 14,461 | nil | 26.03.08 | 26.03.11 | 26.03.15 |
| PSP | 29,641 | nil | 24.03.09 | 24.03.12 | 24.03.16 |
| PSP | 191,983 | nil | 23.03.10 | 23.03.13 | 23.03.17 |
| PSP | 191,983 | nil | 23.03.10 | 23.03.13 | 23.03.17 |
| PSP | 147,376 | nil | 18.05.11 | 18.05.14 | 18.05.18 |
| PSP | 147,376 | nil | 18.05.11 | 18.05.14 | 18.05.18 |
| PSP | 158,819 | nil | 29.03.12 | 29.03.15 | 29.03.19 |
| PSP | 158,818 | nil | 29.03.12 | 29.03.15 | 29.03.19 |
| 1,040,457 | |||||
| ExSOP | 133,740 | 4.57 | 30.03.07 | 30.03.10 | 30.03.17 |
| ExSOP | 854,334 | 3.01 | 29.03.12 | 29.03.15 | 29.03.22 |
| 988,074 | |||||
| as at 25 | Price on | ||||
| September | award or | Date of | |||
| LTIPs | 2012 | vesting | Date of award | vesting | |
| SMP | 96,383 | nil | 23.03.10 | 23.03.13 | |
| SMP | 219,610 | nil | 18.05.11 | 18.05.14 | |
| SMP | 208,032 | nil | 29.03.12 | 29.03.15 | |
| 524,025 | |||||
| RSP | 119,743 | nil | 18.05.11 | 18.05.14 | |
| RSP | 219,060 | nil | 29.03.12 | 29.03.15 | |
| 338,803 |
Peter Lynas
| as at 25 | Exercise | Date from | |||
| September | price | which | |||
| Share options | 2012 | £ | Date of grant | exercisable | Expiry date |
| PSP | 12,660 | nil | 26.03.08 | 26.03.13 | 26.03.15 |
| PSP | 18,049 | nil | 24.03.09 | 24.03.13 | 24.03.16 |
| PSP | 57,950 | nil | 23.03.10 | 23.03.13 | 23.03.17 |
| PSP | 57,951 | nil | 23.03.10 | 23.03.13 | 23.03.17 |
| PSP | 136,350 | nil | 18.05.11 | 18.05.14 | 18.05.18 |
| PSP | 136,350 | nil | 18.05.11 | 18.05.14 | 18.05.18 |
| PSP | 113,372 | nil | 29.03.12 | 29.03.15 | 29.03.19 |
| PSP | 113,372 | nil | 29.03.12 | 29.03.15 | 29.03.19 |
| 646,054 | |||||
| ExSOP | 13,386 | 3.56 | 22.12.05 | 22.12.08 | 22.12.15 |
| ExSOP | 75,887 | 4.28 | 12.04.06 | 12.04.09 | 12.04.16 |
| ExSOP | 73,522 | 4.57 | 30.03.07 | 30.03.10 | 30.03.17 |
| ExSOP | 544,186 | 3.01 | 29.03.12 | 29.03.15 | 29.03.22 |
| 706,981 | |||||
| as at 25 | Price on | ||||
| September | award or | Date of | Date of | ||
| LTIPs | 2012 | vesting | award | vesting | |
| SMP | 32,884 | nil | 23.03.10 | 23.03.13 | |
| SMP | 33,552 | nil | 18.05.11 | 18.05.14 | |
| SMP | 101,156 | nil | 29.03.12 | 29.03.15 | |
| 167,592 |
Interests of advisers to BAE Systems plc in shares in BAE Systems plc
| Interests | Short positions | |||
| Name | Number of BAE Systems plc Shares | Percentage of issued ordinary share capital of BAE Systems plc (per cent.) | Number of BAE Systems plc Shares | Percentage of issued ordinary share capital of BAE Systems plc (per cent.) |
| UBS AG | 610,733 | 0.03 | - | - |
| UBS AG | 156,068* | 0.00 | - | - |
* shares held in the form of 39,017 American Depositary Shares
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state “none” |
None |
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)the voting rights of any relevant securities under any option; or (ii)the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none” |
None |
(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | YES |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 27 September 2012 |
| Contact name: | David Parkes, Company Secretary |
| Telephone number: | +44 (0)1252 383857 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
This document does not constitute an offer for sale of any securities or an offer or an invitation to purchase any such securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the “Securities Act”), or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus satisfying applicable requirements that may be obtained from EADS N.V. or BAE Systems plc, as applicable, and that will contain detailed information about EADS N.V. and BAE Systems plc and their respective management, as well as financial statements. To the extent an exemption from registration under the Securities Act is not available for any offering of securities by either EADS N.V. or BAE Systems plc, such offering will be registered under the Securities Act. If and when the parties enter into a definitive agreement, transaction documents will be made available to EADS N.V. and BAE Systems plc shareholders by EADS N.V. and BAE Systems plc and, if required, will either be furnished to or filed with the SEC. Holders of BAE Systems plc securities or of EADS N.V. securities who are US persons or who are located in the United States are urged to read such documents if and when they become available before they make any decision with respect to any combination transaction. If such documents are furnished or filed with the SEC, they will be available free of charge at the SEC's web site at www.sec.gov. Nothing in this document shall be deemed an acknowledgement that any SEC filing is required or that an offer requiring registration under the Securities Act may ever occur in connection with the possible business combination transaction described herein.