Company Deutsche Asset Management Group Ltd
TIDM
Headline Rule 8 - Oxford Glycosciences
Released 10:34 14 Apr 2003
Number 9909J
RNS Number: 9909J
Deutsche Asset Management Group Ltd
14 April 2003
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
14/04/2003
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON
TAKEOVERS AND MERGERS
Date of dealing
11/04/2003
Dealing in (name of company)
Oxford Glycosciences Plc
1. Class of securities (eg ordinary shares)
ORD GBP 0.10
2.
Amount bought Amount sold Price per unit
938,980 1.82
3. Resultant total of the same class owned or controlled (and percentage
of class)
1,176,904 2.1016%
4. Party making disclosure
DEUTSCHE ASSET MANAGEMENT GROUP LIMITED
5. EITHER (a) Name of purchaser / vendor (Note 1)
OR (b) if dealing for discretionary client(s), name of fund management
organisation
DEUTSCHE ASSET MANAGEMENT GROUP LIMITED
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
(Also print name of signatory)
HAROLD HOLDING
Telephone and Extension number
020 7545 0277
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.