Company

Henderson Global Investors Ltd

TIDM



Headline

Rule 8 - Oxford Glycoscience

Released

11:48 24 Jan 2003

Number

5925G



FORM 8.1/8.3
Lodge with a RIS or Newstrack if appropriate and the Takeover Panel. Use a
separate form for each class of securities in which dealings have been made.
Date of Disclosure
24.01.03
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON
TAKEOVERS AND MERGERS
Date of dealing
21.01.03
Dealing in (name of company)
Oxford Glycoscience
1. Class of securities (eg ordinary shares)
Ordinary Shares
2.
Amount bought
Amount sold
Price per unit
2,000

1.53 GBP

2,0000
1.53 GBP

3. Resultant total of the same class owned or controlled (and percentage of
class) 559,780
1.00%
4. Party making disclosure
Henderson Global Investors Limited
5. EITHER (a) Name of purchaser / vendor (Note 1)

OR (b) if dealing for discretionary client(s), name of fund management
organisation Henderson Global Investors Limited
6. Reason for disclosure (Note 2)
(a) associate of
(i) offeror (Note 3) NO
(ii) offeree company Yes
Specify which category or categories of associate (1-8 overleaf) Category 6
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) YES Signed, for and on behalf of
the party named in (4) above
(Also print name of signatory)
Katie Holt
Telephone and Extension number
020 7818 5461
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. Email:
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.
END