Earthport Regulatory News (EPO)

3 Feb 2005 11:44

Man Financial Limited03 February 2005 Date Of Disclosure: 03/02/05 Fax to 020 7256 9386 (Take Over Panel) and 020 7588 6057 (RNS) 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. DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3 OF THE CITY CODE ON TAKEOVERS AND MERGERS Date of dealing 02/02/05 (1) Name of Company Dealing in Earthport PLC Class of securities ORDINARY SHARES (2) Amount Bought Amount Sold Price (GBP) 1000000 0.0125 250000 0.0125 In addition, Man Financial Ltd have entered into CFD and Spread Betting arrangements with its clients which are detailed below. (3) Resultant total of the same class owned or controlled 34,240,000 6.22% and percentage of class (4) Party making disclosure MAN FINANCIAL LIMITED (5) Name of purchaser/vendor (Note1) MAN FINANCIAL LIMITED (6) Reason for disclosure (Note 2) (a) Associate of (i) offeror (Note 3) - NO (b) (i) offeree Company - NO Specify which category or categories of associate (1-8 overleaf) If category (8), explain Rule 8.3 (i.e. 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 Stewart Horner Telephone and extension number 020-7144-4201 Note1. Specify owner, not nominee or vehicle company. If relevant, also identify controller of owner, e.g. 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 NOTES REGARDING DISCLOSURE Man Financial Ltd ("MAN") is the 34,240,000 Ordinary Shares in the above beneficial owner of company which are held to hedge CFD & Spread Betting positions (see below) established between MAN and its clients. A Contract for Difference or CFD is an agreement between two parties to exchange, at the close of the contract, the difference between the opening price and the closing price, multiplied by the number of reference shares specified within the contract. The 'reference shares' are the underlying shares specified in the CFD. The economic performance of the CFD is determined by the performance of the underlying reference shares. Although CFDs replicate the price movement of the underlying reference shares, they convey no right or requirement to acquire or deliver the physical shares. The contract value of a CFD is defined as the number of reference shares specified in the contract, multiplied by the price of the underlying reference share. If a client of Man takes a long position, the client will make a profit if the contract value increases. Conversely, if a client of Man takes a short position, the client will benefit if the contract value falls. The CFD contracts detailed below are open-ended and without predetermined expiry/close value A Spread Bet is a product where by the client to whom the product is sold can realise a gain or a loss depending on whether the price of the underlying security increases above or falls below the reference price. A client's Spread bet position is described the client's "stake". A "stake" is expressed in pounds (sterling) per "point" and a "point" is the price in pence of the underlying shares. A client with a "stake" of £100 per point will make a gain of £100 for every penny increase in the underlying shares and the client has an exposure equivalent to 10,000 shares. 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 & 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). (8) Other. CFD OPEN INTEREST PRODUCT NAME EXECUTED MAN FIN LTD No. of Ref PRICE (GBP) Shares Earthport PLC LONG CFD 02/02/05 SALE 250,000 0.0125 Earthport PLC LONG CFD 02/02/05 SALE 1,000,000 0.0125 Earthport PLC LONG CFD 25/01/05 SALE 250,000 0.0115 Earthport PLC LONG CFD 24/01/05 SALE 500,000 0.0120 Earthport PLC LONG CFD 21/01/05 SALE 100,000 0.0125 Earthport PLC LONG CFD 21/01/05 SALE 1,000,000 0.0130 Earthport PLC LONG CFD 21/01/05 SALE 500,000 0.0125 Earthport PLC LONG CFD 21/01/05 SALE 250,000 0.0128 Earthport PLC LONG CFD 21/01/05 SALE 200,000 0.0135 Earthport PLC LONG CFD 19/01/05 SALE 1,000,000 0.0110 Earthport PLC LONG CFD 19/01/05 SALE 100,000 0.0120 Earthport PLC LONG CFD 31/12/04 SALE 1,000,000 0.0150 Earthport PLC LONG CFD 31/12/04 SALE 100,000 0.0145 Earthport PLC LONG CFD 02/12/04 SALE 1,000,000 0.0125 Earthport PLC LONG CFD 02/12/04 SALE 150,000 0.0120 Earthport PLC LONG CFD 25/11/04 SALE 1,500,000 0.0200 Earthport PLC LONG CFD 20/08/04 SALE 2,000,000 0.0165 Earthport PLC LONG CFD 20/08/04 SALE 1,000,000 0.0165 Earthport PLC LONG CFD 28/07/04 SALE 1,000,000 0.0150 Earthport PLC LONG CFD 26/07/04 SALE 200,000 0.0150 Earthport PLC LONG CFD 08/07/04 SALE 100,000 0.0225 Earthport PLC LONG CFD 29/06/04 SALE 200,000 0.0230 Earthport PLC LONG CFD 09/06/04 SALE 100,000 0.0268 Earthport PLC LONG CFD 08/06/04 SALE 5,000,000 0.0270 Earthport PLC LONG CFD 07/06/04 SALE 1,000,000 0.0270 Earthport PLC LONG CFD 04/06/04 SALE 100,000 0.0280 Earthport PLC LONG CFD 04/06/04 SALE 20,000 0.0270 Earthport PLC LONG CFD 04/06/04 SALE 250,000 0.0285 Earthport PLC LONG CFD 04/06/04 SALE 500,000 0.0265 Earthport PLC LONG CFD 04/06/04 SALE 2,750,000 0.0280 Earthport PLC LONG CFD 03/06/04 SALE 250,000 0.0270 Earthport PLC LONG CFD 03/06/04 SALE 250,000 0.0270 Earthport PLC LONG CFD 03/06/04 SALE 100,000 0.0270 Earthport PLC LONG CFD 03/06/04 SALE 1,000,000 0.0265 Earthport PLC LONG CFD 02/06/04 SALE 1,000,000 0.0255 Earthport PLC LONG CFD 02/06/04 SALE 500,000 0.0255 Earthport PLC LONG CFD 28/05/04 SALE 7,520,000 0.0252 Earthport PLC LONG CFD 27/05/04 SALE 250,000 0.0230 Earthport PLC LONG CFD 27/05/04 SALE 250,000 0.0250 This information is provided by RNS The company news service from the London Stock Exchange