Miscellaneous Rule 8 ftn 6(b)
European Motor Hldgs PLC
06 December 2006
6 DECEMBER 2006
EUROPEAN MOTOR HOLDINGS PLC ("EMH")
Miscellaneous-Rule 8 ftn 6 (b)
In accordance with note 6(b) to Rule 8 of the Takeover Code, EMH discloses that
in anticipation of its strategic review which was announced on 18 October 2006,
EMH entered into a standstill arrangement with one of its shareholders, UBS AG,
on 27 September 2006 whereby UBS AG undertook to EMH, inter alia, during the
period beginning on that date and ending on the earlier of (i) any date after 27
October 2006 on which EMH's share price falls below £4.00 per share and (ii) 31
December 2006, not to offer, sell, pledge, contract to sell, pledge, issue
options, rights or warrants in respect of or otherwise dispose of, directly or
indirectly, any of the 5,894,027 shares of EMH that UBS AG holds as at 27
September 2006 or do anything with the same economic effect as any of the
foregoing. This undertaking does not apply to any acceptance of a general offer
for EMH's shares made in accordance with the Takeover Code or to the provision
of an irrevocable undertaking to accept such an offer.
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to acceptances, lapses or is otherwise withdrawn or on which the "offer" period"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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