Lloyds TSB Group PLC
LONDON--(BUSINESS WIRE)--March 18, 2003--
Date of disclosure: 18.03.03
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing: 17.03.03
Dealing in: AWG (name of company)
(1) Class of securities (eg ordinary shares):ORD GBP 0.16
(2) Amount bought Amount sold Price per unit
1255 523p
(3) Resultant total of the same class owned or controlled
(and percentage of class): 2311656 (1.31%)
(4) Party making disclosure: LLOYDS TSB PRIVATE BANKING LIMITED
(5) EITHER (a)Name of purchaser/vendor (Note 1)
OR (b)If dealing for discretionary client(s), name of fund
management organisation
..................LLOYD TSB PRIVATE BANKING LIMITED...........
(6) Reason for disclosure (Note 2)
(a) associate of (i) offeror (Note 3): NO
(ii) offeree company : NO
Specify which category or categories of associate (1-8 overleaf)
If category (8), explain.........................................
.................................................................
(b) Rule 8.3 (ie 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.............
(Also print name of signatory): ROGER IKESON
Telephone and extension number: 01444 418060
Note 1. Specify owner, not nominee or vehicle company. If relevant,
also identify controller of owner, eg 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
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 and 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.
Notes
* References to a 'bank' do not apply to a bank whose sole
relationship with a party to an offer is the provision of normal
commercial banking services or such activities in connection with
the offer as confirming that cash is available, handling
acceptances and other registration work.
References to 'financial and other professional advisers
(including stockbrokers)', in relation to a party to an offer, do
not include an organisation which has stood down, because of a
conflict of interest or otherwise, from acting for that party in
connection with the offer if the organisation is to have a
continuing involvement with that party during the offer, the Panel
must be consulted. Unless the Panel is satisfied that the
involvement is entirely unconnected with the offer, the above
exclusion will not normally apply.
£ The normal test for whether a person is controlled by, controls or
is under the same control as another person will be by reference
to the definition of control contained in the Code. There may be
other circumstances which the Panel will regard as giving rise to
such a relationship (eg where a majority of the equity share
capital is owned by another person who does not have a majority of
the voting rights); in cases of doubt, the Panel should be
consulted.
Short Name: Lloyds TSB Group PLC
Category Code: DCC
Sequence Number: 00003065
Time of Receipt (offset from UTC): 20030318T114426+0000
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