Rule 8 - Eidos Plc
March 11 2005 - 9:02AM
UK Regulatory
Krevlin Advisors LLC Rule 8 - Eidos Plc
NEW YORK, March 11 --
FORM 8.1/8.3
Lodge with a RIS or Newstrack, if appropriate, and the Takeover Panel. Use
separate form for each class of securities in which dealings have been made.
Date of disclosure ... 11 March 2005
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3 OF THE CITY CODE ON TAKEOVERS
AND MERGERS
Date of dealing ... 10 March 2005
Dealing in ......... Eidos PLC ....................(name of company)
(1) Class of securities (eg ordinary shares) ...... ORD GBP 0.02 ......
(2) Amount bought Amount sold Price per unit
225,000 0.4072
1,000,000 0.3950
(3) Resultant total of the same class owned or controlled
(and percentage of class) ... 6,518,000 ... ......... (4.58 %)
(4) Party making disclosure ...... Krevlin Advisors LLC ..............
(5) EITHER (a) Name of purchaser/vendor (Note 1) ..................
OR (b) If dealing for discretionary client(s), name of fund
management organisation Krevlin Advisors LLC
(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
....../s/ Glenn J. Krevlin ..............
(Also print name of signatory) ... Glenn J. Krevlin ......
Telephone and extension number ... 646 432 0600 ..................
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).
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.
SOURCE Krevlin Advisors LLC
-0- 03/11/2005
/CONTACT: Glenn J. Krevlin, +1-646-432-0600, for Krevlin Advisors LLC/
END
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