BRUSSELS, June 10, 2004 (PRIMEZONE) --
FORM 8.1/8.3
Date of disclosure......10/06/2004......
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing ........09/06/2004..................................
Dealing in .............Celltech Group Plc........(name of company)
(1) Class of securities (eg ordinary shares) ...Ordinary Shares.....
(2) Amount bought Amount sold Price per unit
2,703,656 n/a 548p
(3) Resultant total of the same class owned or controlled
(and percentage of class).........46,014,144........(16.53%)
(4) Party making disclosure Lazard and Co., Limited (Panmure Gordon)
(5) EITHER (a) Name of purchaser/vendor (Note 1) ...UCB SA...........
OR (b) If dealing for discretionary client(s), name of fund
management organisation
................................N/A..................................
(6) Reason for disclosure (Note 2)
(a) associate of (i) offeror (Note 3) YES
(ii) offeree company NO
Specify which category or categories of associate (1-8 overleaf) 1
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) .............THOMAS FORCIER...........
Telephone and extension number .............0207 187 252.............
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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.
Note 7. The resultant total percentage holding of the class of
relevant security is to be calculated by reference to the
percentage held and in issue outside treasury.
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. E-mail: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.
This information is provided by RNS
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