Announcement
Company Legal & General Investment Mgmnt Ld
TIDM
Headline Rule 8 - Oxford Glycosci Plc
Released 13:03 3 Apr 2003
Number 6060J
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
03/04/2003
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON
TAKEOVERS AND MERGERS
Date of dealing
02/04/2003
Dealing in (name of company)
Oxford Glycosciences Plc
1. Class of securities (eg ordinary shares)
Ord 5p
2.
Amount bought Amount sold Price per unit
23,513 GBP 1.935
23,513 GBP 1.935
3. Resultant total of the same class owned or controlled (and percentage
of class)
2,309,125 4.18%
4. Party making disclosure
Legal and General Investment Management Ltd
5. EITHER (a) Name of purchaser / vendor (Note 1)
OR (b) if dealing for discretionary client(s), name of fund management
organisation
Legal and General Investment
6. Reason for disclosure (Note 2)
(a) associate of
(i) offeror (Note 3)
NO
(ii) offeree company
NO
Specify which category or categories of associate (1-8 overleaf)
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
Victoria Greenwood
(Also print name of signatory)
Victoria Greenwood
Telephone and Extension number
020 7335 5083
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).
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