LONDON, July 14, 2003 (PRIMEZONE) -- Cordiant Communications: FORM 8.1/8.3
Lodge with a RIS or Newstrack and the Takeover Panel. Use separate
form for each class of securities in which dealings have been made.
Date of disclosure.14 July 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 .14 July 2003.............
Dealing in .Cordiant Communications Group plc.....(name of company)
(1) Class of securities (eg ordinary shares)
...Ordinary shares of 50p each
(2) Amount bought Amount sold Price per unit
200,000 3.25p
(3) Resultant total of the same class owned or controlled
(and percentage of class) .....620,450.................. (0.15%)
(4) Party making disclosure ..Cordiant Communications Group plc
(5) EITHER (a)Name of purchaser/vendor (Note 1) ...Anthony Hayward
OR (b)If dealing for discretionary client(s), name of fund
management organisation......................................
(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)
.......3...........
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) NO
Signed, for and on behalf of the party named in (4) above
(Also print name of signatory) ...Denise Williams....
Telephone and extension number ...0207 262 4343..x8403
-----------------------------------
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. 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).
1. 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.
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.