16th Mar 2007 11:54
Centaurus Capital Limited16 March 2007 Ap 9 Appendix 3 Disclosure Forms Page 1 of 4 FORM 8.1/8.3 IRISH TAKEOVER PANEL Lodge with the Stock Exchange (which may publicise) and with the Panel. Useseparate form for each class of securities in which dealings have been made. Date of disclosure 16 March 07 DISCLOSURE UNDER RULE 8.1(a), 8.1(b)(i) and 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2001 Date of Dealing 15 March 2007 Dealing in (name of company) IRISH CONTINENTAL GROUP ---- --------------------------------- (1) Class of securities (e.g. ordinary shares) ORIDINARY SHARES (2) Amount bought Amount sold Price per unit 642,500 - 19.44 EUR ---- ---------- ----------- ----------------- (3) Resultant total of the same class owned or controlled (and percentage of class) ( 2.75 %) (4) Party making disclosure CENTAURUS CAPITAL LIMITED (5) EITHER (a) Name of purchaser/vendor (Note 1)CENTAURUS CAPITAL LIMITED OR (b) If dealing for discretionary client(s), name offund management organisation ................................................................................ (6) Reason for disclosure (Note 2) (a) (i) offeror or associate of offeror (Note 3) NO (ii) offeree or associate of offeree NO Specify which category or categories of associate ((a) to (l) page 3/4)................. If category (l), explain (b) Rule 8.3 (i.e. disclosure because of ownership or control of 1% or more theclass of relevant securities dealt in) YES Signed, for and on behalf of the party named in (4) above PAUL LEARY(Also print name of signatory) COMPLIANCE OFFICERTelephone and extension number 0207 852 3800 Ap 10 Page 2 of 4........................................................................FORM 8.1/8.3 continued----- -------------------------------Note 1. Specify owner, not nominee or vehicle company. If relevant, also identify controller of owner, e.g. 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 Rule 8.7.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.Note 7. Unless otherwise stated, references to Rules are to Rules in Part B of the Rules.Note 8. "Stock Exchange": see definition in Rule 2.1(a) of Part A.----- ------------------------------- For full details of disclosure requirements, see Rule 8. If in doubt, consultthe Panel. Ap 11 Page 3 of 4 FORM 8.1/8.3 continued DEFINITION OF ASSOCIATE A person is deemed by Rule 2.2 in Part A of the Rules to be an "associate" of anofferor or an offeree (as the case may be) if that person: (a) is the holding company, a subsidiary or a subsidiary of the holding company,of the offeror or the offeree; (b) is an associated company of the offeror, of the offeree or of an associateof the offeror or of the offeree described in (a) (for this purpose ownership orcontrol of 20% or more of the equity share capital of a company is regarded asthe test of associated company status); (c) is a company of which the offeror, the offeree or an associate of theofferor or the offeree described in (a) or (b) is an associated company; (d) is a bank or a financial or other professional adviser (including astockbroker) which is acting in relation to the offer or possible offerconcerned for the offeror or offeree or for an associate of the offeror orofferee described in (a), (b) or (c) (not being a bank which is engaged only inthe provision to the offeror, the offeree or such associate, as the case may be,of normal commercial banking services or in such activities in connection withthe offer as confirming that cash is available, handling acceptances and otherregistration work), provided that, in case of an adviser which is a partnership,only those partners and professional staff who are actively engaged in relationto the offer or who are customarily engaged in the affairs of the relevantclient or who have been engaged in those affairs within the period of two yearsprior to the commencement of the relative offer period shall be deemed to beassociates of the offeror or the offeree (as the case may be); (e) is a person controlling, controlled by, or under the same control as*, anassociate of the offeror or offeree described in (d); (f) is (i) a director of the offeror, of the offeree or of any associate of theofferor or of the offeree described in paragraph (a), (b) or (c); (ii) thespouse or a parent, brother, sister or child of any such director; (iii) atrustee of a trust (including a discretionary trust) of which any such directoror any such member of his or her family is a beneficiary or a potentialbeneficiary; or (iv) a company controlled by any one or more of such directors,such members of the their families and the trustees of all such trusts; (g) is a trustee of any pension scheme (other than an industry-wide scheme) inwhich the offeror, the offeree or any associate of the offeror or the offereedescribed in (a), (b) or (c) participates; 7 November 2003 Ap 12 Page 4 of 4 FORM 8.1/8.3 continued (h) is a collective investment scheme or other person the investments of whichthe offeror or the offeree or any associate of the offeror or offeree manages ona discretionary basis, in respect of the relevant investment accounts; (i) owns or controls, or together with one or more otherpersons acting in concert with him or her owns or controls, 5% or more of anyclass of relevant securities (as described in paragraphs (a) to (d) in Rule 8.9)of the offeror or the offeree. Such securities managed on a discretionary basis by aninvestment management group will, unless otherwise agreed by the Panel, bedeemed to be those of a single person (see Rule 8.3(c)); (j) is a party to an arrangement to which Rule 8.7 applies with any offeror orwith an associate of any offeror in respect of relevant securities, or is aparty to such an arrangement with the offeree or with an associate of theofferee in respect of relevant securities; (k) has a material business relationship with the offeror or the offeree; or (l) (not falling within (a) to (k)) directly or indirectly owns or deals insecurities of an offeror or the offeree and has, in addition to his or hernormal interest as a holder of securities, an interest or potential interest,whether commercial, financial or personal, in the outcome of the offer orpossible offer concerned. Paragraphs (a) to (k) are typical cases. Paragraph (l) above is a category tocover associate status not within paragraphs (a) to (k). *Note: The test for whether a person controls, is controlled by, or is under thesame control as, another person will be by reference to the definition ofcontrol contained in the Irish Takeover Panel Act, 1997, namely, the holding,whether directly or indirectly, of securities of the company concerned thatconfer, in aggregate, not less than 30% of the voting rights in that company. Ifin doubt, consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Irish Cont.