Miscellaneous Rule 8 ftn 6(b)
European Motor Hldgs PLC
11 December 2006
11 DECEMBER 2006
EUROPEAN MOTOR HOLDINGS PLC ("EMH")
Rule 8 ftn 6 (b)
In accordance with note 6(b) to Rule 8 of the Takeover Code, EMH announced on 6
December 2006 that, in anticipation of its strategic review which was announced
on 18 October 2006, EMH had entered into a standstill arrangement on 27
September 2006 with one of its shareholders, UBS AG, which will expire at the
latest on 31 December 2006.
EMH announces that on 8 December 2006, EMH and UBS AG agreed that such
standstill arrangement be extended to 31 January 2007. The standstill (as
amended) will automatically terminate upon the termination, release or waiver,
suspension or relaxation of any obligation of Trefick Limited under the
standstill agreement between EMH and Trefick Limited dated 26 September 2006 (as
amended on 6 December 2006) which restricts Trefick Limited from disposing of
any interest in any security issued by EMH or entering into any derivative or
other transaction referable to any securities in EMH, including for the
avoidance of doubt, entering into or closing out any derivative transaction in a
manner which has equivalent economic effect to a disposal of an interest in such
securities. The standstill was not amended in any other respect.
This announcement is required by Rule 8 of the Takeover Code.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of EMH, all "dealings" in any "relevant
securities" of that company, (including by means of an option in respect of, or
a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the "offer period" ends, or is declared unconditional as
to acceptances, lapses or is otherwise withdrawn or on which the "offer" period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of EMH, they will be deemed to be a single person for the purpose of
Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of EMH by EMH or by any of its "associates", must be disclosed by no
later than 12.00 noon (London time) on the London business day following the
date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
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