FORM
8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
+--------------------+----------+
| (a) | Geminion Investments Ltd /British & American Investment
Trust plc
| Identity |
| of the | |
| person | |
| whose | |
| positions/dealings | |
| are being | |
| disclosed: | |
+--------------------+----------+
| (b) | |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The naming | |
| of nominee | |
| or vehicle | |
| companies | |
| is | |
| insufficient | |
+--------------------+----------+
| (c) | MBL |
| Name | Group |
| of | PLC |
| offeror/offeree | |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a separate | |
| form for each | |
| offeror/offeree | |
+--------------------+----------+
| (d) If | |
| an | |
| exempt | |
| fund | |
| manager | |
| connected | |
| with an | |
| offeror/offeree, | |
| state this and | |
| specify identity | |
| of | |
| offeror/offeree: | |
+--------------------+----------+
| (e) | 5 |
| Date | January, |
| position | 2011 |
| held/dealing | |
| undertaken: | |
+--------------------+----------+
| (f) | Yes |
| Has | |
| the | |
| discloser | |
| previously | |
| disclosed, | |
| or are | |
| they today | |
| disclosing, | |
| under the | |
| Code in | |
| respect of | |
| any other | |
| party to | |
| this offer? | |
+--------------------+----------+
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates following the dealing (if
any)
+----------------+---------+--------+--------+--------+
| Class | ORDINARY SHARES * |
| of | |
| relevant | |
| security: | |
+----------------+------------------------------------+
| | Interests |Short positions |
+ +------------------+-----------------+
| | Number | % |Number | % |
+----------------+---------+--------+--------+--------+
| (1) | nil | nil |nil |nil |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+---------+--------+--------+--------+
| (2) | | | | |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+---------+--------+--------+--------+
| (3) | | | | |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+---------+--------+--------+--------+
| TOTAL: |nil | - |nil |- |
+----------------+---------+--------+--------+--------+
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase
or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
(b) Rights to subscribe for new securities (including directors' and
other executive options)
+--------------+--------+
| Class | |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
If there are positions or rights to subscribe to disclose in more than one
class
of relevant securities of the offeror or offeree named in 1(c), copy table 2(a)
or (b) (as appropriate) for each additional class of relevant security.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
+----------+---------------+------------+--------+
| Class | Purchase/sale | Number | Price |
| of | | of | per |
| relevant | | securities | unit |
| security | | | |
+----------+---------------+------------+--------+
| Ord | Purchase | 500,000 | 88p |
+----------+---------------+------------+--------+
| Ord | Sale | 500,000 | 88p |
(b) Derivatives transactions (other than options)
+----------+-------------+---------------------+------------+--------+
| Class | Product | Nature | Number | Price |
| of |description | of | of | per |
|relevant | e.g. CFD | dealing | reference | unit |
|security | | e.g. |securities | |
| | | opening/closing | | |
| | | a long/short | | |
| | | position, | | |
| | |increasing/reducing | | |
| | | a long/short | | |
| | | position | | |
+----------+-------------+---------------------+------------+--------+
| | | | | |
+----------+-------------+---------------------+------------+--------+
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
+----------+-------------+-------------+------------+----------+-----------+--------+----------+
| Class | Product | Writing, | Number |Exercise | Type |
Expiry | Option |
| of |description |purchasing, | of | price | e.g. |
date | money |
|relevant | e.g. call | selling, |securities |per unit |American, |
| paid/ |
|security | option | varying | to which | | European |
|received |
| | | etc. | option | | etc. |
|per unit |
| | | | relates | | |
| |
+----------+-------------+-------------+------------+----------+-----------+--------+----------+
| | | | | | |
| |
+----------+-------------+-------------+------------+----------+-----------+--------+----------+
(ii) Exercising
+----------+-------------+------------+----------+
| Class | Product | Number |Exercise |
| of |description | of | price |
|relevant | e.g. call |securities |per unit |
|security | option | | |
+----------+-------------+------------+----------+
| | | | |
+----------+-------------+------------+----------+
(d) Other dealings (including subscribing for new securities)
+----------+---------------+---------+-------------+
| Class | Nature |Details | Price |
| of | of | | per |
|relevant | dealing | | unit |
|security | e.g. | | (if |
| |subscription, | |applicable) |
| | conversion | | |
+----------+---------------+---------+-------------+
| | | | |
+----------+---------------+---------+-------------+
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
+-----------------+
| Details |
| of any |
| indemnity |
| or option |
| arrangement, |
| or any |
| agreement or |
| understanding, |
| formal or |
| informal, |
| relating to |
| relevant |
| securities |
| which may be |
| an inducement |
| to deal or |
| refrain from |
| dealing |
| entered into |
| by the person |
| making the |
| disclosure and |
| any party to |
| the offer or |
| any person |
| acting in |
| concert with a |
| party to the |
| offer: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-----------------+
| |
| none |
| |
+-----------------+
(b) Agreements, arrangements or understandings relating to options or
derivatives
+-----------------+
| Details |
| of any |
| agreement, |
| arrangement |
| or |
| understanding, |
| formal or |
| informal, |
| between the |
| person making |
| the disclosure |
| and any other |
| person |
| relating to: |
| (i) the |
| voting rights |
| of any |
| relevant |
| securities |
| under any |
| option; or |
| (ii) the |
| voting rights |
| or future |
| acquisition or |
| disposal of |
| any relevant |
| securities to |
| which any |
| derivative is |
| referenced: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-----------------+
| |
| none |
| |
+-----------------+
(c) Attachments
+--------------+--------+
| Is a | NO |
| Supplemental | |
| Form 8 (Open | |
| Positions) | |
| attached? | |
+--------------+--------+
+-------------+-----------+
| Date | 6 |
| of | January |
| disclosure: | 2011 |
+-------------+-----------+
| Contact | Keith Williams |
| name: | |
+-------------+-----------+
| Telephone | +44 |
| number: | (0) |
| | 7201 3137 |
+-------------+-----------+
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is
available
for consultation in relation to the Code's dealing disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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