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Marlborough Stirling (MAS)

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Friday 20 April, 2001

Marlborough Stirling

Holding in Company

Marlborough Stirling PLC
19 April 2001


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     MARLBOROUGH STIRLING PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     3i GROUP PLC

3)   Please state whether notification indicates that it is in respect of 
     holding of the Shareholder named in 2 above or in respect of a 
     non-beneficial interest or in the case of an individual holder if it is a
     holding of that person's spouse or children under the age of 18

     HOLDING OF SHAREHOLDER IN BOX 2

4)   Name of the registered holder(s) and, if more than one holder, the 
     number of shares held by each of them.

     3i GROUP PLC

5)   Number of shares/amount of stock acquired.



6)   ( N/A %) of issued Class

7)   Number of shares/amount of stock disposed

     10,381,371

8)   (5.8 %) of issued Class

9)   Class of security

     ORDINARY SHARES of 1pence EACH

10)  Date of transaction

     9 APRIL 2001

11)  Date company informed

     11 APRIL 2001

12)  Total holding following this notification

     20,682,599
              
13)  Total percentage holding of issued class following this notification

     11.5%

14)  Any additional information



15)  Name of contact and telephone number for queries

     SIMON FIELDER - 020 7809 1020

16)  Name and signature of authorised company official responsible for 
     making this notification

     Date of Notification ..19th APRIL 2001



                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

     MARLBOROUGH STIRLING PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

     UBS AG

3)   Please state whether notification indicates that it is in respect of 
     holding of the Shareholder named in 2 above or in respect of a 
     non-beneficial interest or in the case of an individual holder if it is a
     holding of that person's spouse or children under the age of 18

     SEE SCHEDULE BELOW

4)   Name of the registered holder(s) and, if more than one holder, the 
     number of shares held by each of them.

     SEE SCHEDULE BELOW

5)   Number of shares/amount of stock acquired.

     SEE SCHEDULE BELOW

6)   (SEE SCHEDULE BELOW %) of issued Class

7)   Number of shares/amount of stock disposed

     SEE SCHEDULE BELOW

8)   (SEE SCHEDULE BELOW %) of issued Class

9)   Class of security

     ORDINARY SHARES of 1pence EACH

10)  Date of transaction

     9 APRIL 2001

11)  Date company informed

     10 APRIL 2001

12)  Total holding following this notification

     SEE SCHEDULE BELOW
              
13)  Total percentage holding of issued class following this notification

     SEE SCHEDULE BELOW

14)  Any additional information



15)  Name of contact and telephone number for queries

     SIMON FIELDER - 020 7809 1020

16)  Name and signature of authorised company official responsible for 
     making this notification

     Date of Notification ..19th APRIL 2001



Annexure to Schedule 10 declaration - Marlborough Stirling plc - UBS AG

1. As at midnight on 9 April 2001 UBS AG was interested for the purposes of Part
VI Companies Act 1985 (the Act) in 12,212,808 ordinary shares of 1 pence each
(relevant shares) in the capital of the company (ordinary shares) representing
6.9% of the issued ordinary share capital of the company

UBS AG was interested in 11,155,308 of these ordinary shares by virtue of
section 208(5) of the Act as a result of the possibility of there being physical
delivery of such ordinary shares at the maturity dates of the financial futures
contracts referred to under 'Shareholder Arrangements' in Part II of the price
range listing particulars of the company published on 19 March 2001 (the price
range listing particulars).

As at midnight on 9 April 2001

(a)  3i Group plc (or its nominee) was the registered holder of 1,057,500 of the
     relevant shares;

(b)  Christopher Herbert Ryland was the registered holder of 1,844,602 of the   
     relevant shares;

(c)  Grant Thornton Stonehage Limited, James Samuel Colclough and Edward James  
     Noel as trustees of the Huw Evans Cayman Islands Life Interest Settlement  
     were the registered holders of 3,611,566 of the relevant shares;

(d)  David Robert Gales and Jonathan Francis Kirby as executors and trustees of 
     The Christine Gales Family Legacy Will Trust were the registered holders of
     3,466,566 of the relevant shares.

(e)  David Robert Gales and Jonathan Francis Kirby as trustees for the Mr D. R. 
     Gales' Children's Settlement were the registered holders of 165,000 of the 
     relevant shares;

(f)  Grant Thornton Stonehage Limited and Clarendon Nominees Limited as         
     trustees of The Christopher Ryland (No.1) Discretionary Settlement
     were the registered holders of 883,482 of the relevant shares;

(g)  Grant Thornton Stonehage Limited and Clarendon Nominees Limited as         
     trustees of The Christopher Ryland (No.2) Discretionary Settlement was
     and are the registered holders of 883,482 of the relevant shares;

(h)  James Mark Deane, Michael Bruce Warburton and Martin Mitchell Davis
     as trustees of the J.M.. Deane Interests in Possession Settlement were
     the registered holders of 151,860 of the relevant shares;

(i)  James Mark Deane, Michael Bruce Warburton and Martin Mitchell Davis as     
     trustees of the J.M. Deane's Children's Settlement were the registered     
     holders of 168,750 of the relevant shares.

2.  In addition to the above UBS AG, acting through its business group UBS      
    Warburg (UBS Warburg), entered into a sponsorship and underwriting agreement
    dated 19 March 2001 with the Company, the Directors (as defined therein),   
    the Connected Trustees (as defined therein), the Selling Shareholders (as   
    defined therein), UBS Warburg Limited and HSBC Investment Bank plc (HSBC),  
    as amended and supplemented by a supplemental agreement dated 4 April 2001
    (together, the Underwriting Agreement) pursuant to which UBS Warburg agreed,
    amongst other things, to:

     (a) on the terms and subject to the conditions of the Underwriting
         Agreement, purchase 10,381,371 ordinary shares from 3i Group plc       
         representing 5.8 % of the issued ordinary share capital of
         the company, and to the extent that it was able to, sell such
         ordinary shares to purchasers procured by it in the Institutional
         Offer (as defined in the price range listing particulars); and

     (b) on and subject to the terms and conditions of the stock lending
         agreements referred to under 'Shareholder Arrangements' in
         Part II of the price range listing particulars, borrow, conditional
         upon Admission (as defined in the price range listing particulars),    
         11,155,308 ordinary shares from the Stock Lending Parties (as defined  
         in the price range listing particulars) representing 6.3% of the       
         issued ordinary share capital of the company and, to the extent that   
         it was able to, sell such ordinary shares to purchasers procured
         by it in the Institutional Offer; and

UBS Warburg entered into a stock lending agreement on 4 April 2001 with Abacus
Corporate Trustee Limited as trustee of the Marlborough Stirling plc Employee 
Share Ownership Trust No.2 (the Trustee) pursuant to which UBS Warburg had the 
right, conditional upon Admission, to borrow up to 7,050,000 ordinary shares
representing 4.0% of the issued ordinary share capital of the company.

3.  As a consequence of the above matters prior to midnight on 9 April 2001, 
    UBS AG was interested for the purposes of the Act in:

   (a) 10,381,371 ordinary shares as a result of its having purchased
       such shares from 3i Group plc at Admission but, as a result of
       these 10,381,371 ordinary shares having been transferred shortly after   
       Admission to purchasers procured by UBS Warburg, UBS AG has ceased to    
       have an interest in such shares;

   (b) 11,155,308 ordinary share as a result of it having borrowed such shares  
       from the Stock Lending Parties at Admission but as a result of these     
       11,155,308 ordinary shares having been transferred, shortly after        
       Admission, to purchasers procured by UBS Warburg, UBS AG has ceased to   
       have an interest in such shares;

   (c) 7,050,000 ordinary shares as a result of it having borrowed such shares  
       from the Trustee at Admission but, as a result of these 7,050,000        
       ordinary shares having been transferred, shortly after Admission, to     
       purchasers procured by UBS Warburg, UBS AG has ceased to have an interest
       in such shares;

4.  as at midnight on 9 April 2001 and as at the date hereof

    (a) 3i Group plc (or its nominee) was the registered holder of the          
        10,381,371 ordinary shares referred to in paragraph (3)(a) and,         
        following their purchase by UBS AG (as referred to in paragraph 3), 
        UBS AG (or its nominee) became the registered owner of such shares;

    (b) in respect of the ordinary shares referred to in paragraph 3(b)

        (i) Huw Dewi Evans (or his nominee) was the registered holder of        
            2,457,470 of such shares;

       (ii) David Robert Gales (or his nominee) was the registered holder of    
            2,634,970 of such shares;

      (iii) James Mark Deane (or his nominee) was the registered holder of      
            320,610 of such shares

       (iv) David Robert Gales, Christopher Herbert Ryland and Huw Dewi Evans as
            trustees of the J.M. Deane Ryland Family Settlement (or their       
            nominee) were the registered holders of 4,588,162 of such shares;   
            and

        (v) Huw Evans, David Robert Gales and Christopher Ryland as trustees    
            of the J.M. Deane Evans Family Settlement (or their nominee) were   
            the registered holders of 1,154,096 of such shares and, following   
            the completion of the borrowing referred to in paragraph 3(b) UBS   
            AG (or its nominee) became the registered holder of such ordinary   
            shares; and

    (c) Abacus Corporate Trustee Limited was the registered holder of the       
        7,050,000 ordinary shares referred to in paragraph 3(c) and, following  
        the completion of the borrowing referred to in paragraph 3 (c) UBS AG   
        (or its nominee) became the registered holder of such ordinary shares.

None of the ordinary shares referred to in paragraph 3 were shares in which UBS
AG was interested by virtue of section 208 (5) of the Act.