Rule 8.1- BAE Systems plc ord
BAE SYSTEMS PLC
30 March 2006
FORM 8.1
DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
(Rules 8.1(a) and (b)(i) of the City Code on Takeovers and Mergers)
1. KEY INFORMATION
Name of person dealing (Note 1) Hill Samuel ESOP Trustees Limited, the Trustee of the BAE Systems
Share Incentive Plan (an all-employee share scheme)
Company dealt in BAE Systems plc
Class of relevant security to which the Ordinary shares of 2.5p each
dealings being disclosed relate (Note 2)
Date of dealing 30 March 2006
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE
(a) Interests and short positions (following dealing) in the class of
relevant security dealt in (Note 3)
Long Short
Number Number
(%) (%)
(1) Relevant securities N/A N/A
(2) Derivatives (other than options) N/A N/A
(3) Options and agreements to purchase/sell N/A N/A
Total N/A N/A
(b) Interests and short positions in relevant securities of the company,
other than the class dealt in (Note 3)
Class of relevant security: Long Short
Number Number
(%) (%)
(1) Relevant securities N/A N/A
(2) Derivatives (other than options) N/A N/A
(3) Options and agreements to purchase/sell N/A N/A
Total N/A N/A
(c) Rights to subscribe (Note 3)
Class of relevant security: Details
N/A N/A
3. DEALINGS (Note 4)
(a) Purchases and sales
Purchase/sale Number of securities Price per unit (Note 5)
Purchase of shares in respect of the 3,100,000 427.5 pence per share
grant of awards under the BAE Systems
Share Incentive Plan, an all-employee
share scheme
(b) Derivatives transactions (other than options)
Product name, Long/short (Note 6) Number of securities (Note 7) Price per unit (Note 5)
e.g. CFD
N/A
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Product name, Writing, selling, Number of securities Exercise Type, e.g. Expiry Option money
purchasing, to which the option American,
e.g. call option varying etc. relates (Note 7) price European etc. date paid/received per
unit (Note 5)
N/A
(ii) Exercising
Product name, e.g. call option Number of securities Exercise price per unit (Note 5)
N/A
(d) Other dealings (including new securities) (Note 4)
Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5)
N/A
4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating
to the voting rights of any relevant securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is
referenced. If none, this should be stated.
None
Is a Supplemental Form 8 attached? (Note 9)
NO
Date of disclosure 30 March 2006
Contact name Ann-Louise Holding,
Assistant Company Secretary, BAE Systems plc
Telephone number 01252 383185
Name of offeree/offeror with which associated BAE Systems plc
Specify category and nature of associate status (Note 10) Employee Share Ownership Trust for BAE Systems
employees
Notes
The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk
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