FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Month of May 2003
CORDIANT COMMUNICATIONS GROUP PLC
(Translation of registrant's name into English)
121-141 Westbourne Terrace
London W2 6JR
England
--------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
--- ---
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
--- ---
If "Yes" is marked, indicate below the File Number assigned to the registrant in
connection with Rule 12g3-2(b):
--------------------------.
FORWARD LOOKING AND CAUTIONARY STATEMENTS
This report contains certain "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Generally, the
words "believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect" and similar expressions identify forward looking statements. The
Registrant has based these forward looking statements largely on its current
expectations and projections about future events and financial trends affecting
its business. These forward looking statements include statements relating to
trends in the advertising and marketing services industry, particularly with
respect to anticipated advertising expenditures in the world's advertising
markets. Actual advertising expenditures may differ materially from the
estimates contained therein depending on, among other things, regional, national
and international political and economic conditions, technological changes, the
availability of media and regulatory regimes in the world's advertising markets.
Additionally, this report contains a number of "forward looking statements"
relating to the Registrant's performance. The Registrant's actual results could
differ materially from those anticipated, depending on, among other things,
gains to or losses from its client base, the amount of revenue derived from
clients, the Registrant's exposure to changes in the exchange rates of major
currencies against the pound sterling (because a substantial portion of its
revenues are derived and costs incurred outside of the United Kingdom), the
general level of advertising expenditures in the Registrant's markets referred
to above and the overall level of economic activity in the Registrant's major
markets as discussed above. The Registrant's ability to reduce its fixed cost
base in the short term is limited and therefore its trading performance can be
significantly affected by variations in the level of its revenues.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CORDIANT COMMUNICATIONS GROUP PLC
(Registrant)
By: /s/ David Hearn
--------------------------------------
Title: Director and Chief Executive Officer
Date: June 4, 2003
Exhibit 1
CORDIANT COMMUNICATIONS GROUP PLC
("Cordiant")
Certain directors or officers of Cordiant's subsidiaries have recently sold
their shares of Cordiant. The attached forms have been released in accordance
with the directions of the Takeover Panel in the United Kingdom regarding the
sale of such shares.
15 May 2003
Further enquiries:
Cordiant
Nathan Runnicles Tel: +44 (0) 20 7262 4343
College Hill Tel: +44 (0) 20 7457 2020
Alex Sandberg
Dick Millard
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.
Date of disclosure...15 May 2003
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing ...14 May 2003.....................................
Dealing in...Cordiant Communications Group plc.............(name of company)
(1) Class of securities (eg ordinary shares) .......Ordinary shares of 50p each
(2) Amount bought Amount sold Price per unit
85,171 7.5p
(3) Resultant total of the same class owned or controlled (and percentage of
class) ...............Nil..............................................( %)
(4) Party making disclosure ..Cordiant Communications Group plc.....
(5) EITHER (a) Name of purchaser/vendor (Note 1) .........Rodney Armbruster
OR (b) If dealing for discretionary client(s), name of fund management
organisation
.................................................................................
(6) Reason for disclosure (Note 2)
(a) associate of (i) offeror (Note 3) ` NO
(ii) offeree company YES
Specify which category or categories of associate (1-8 overleaf)......3....
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) NO
Signed, for and on behalf of the party named in (4) above.......................
(Also print name of signatory) .........Denise Williams.........................
Telephone and extension number.........0207 262 4343......x8403.................
--------------------------------------
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.
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.
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.
Date of 15 May 2003
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing 30 April 2003
Dealing in...Cordiant Communications Group plc.............(name of company)
(1) Class of securities (eg ordinary shares) .......Ordinary shares of 50p each
(2) Amount bought Amount sold Price per unit
2,192,141 6.2424p
400,000 11p
(3) Resultant total of the same class owned or controlled (and percentage of
class) ...............Nil..............................................( %)
(4) Party making disclosure ..Cordiant Communications Group plc.....
(5) EITHER (a) Name of purchaser/vendor (Note 1) .........Richard Bamford
OR (b) If dealing for discretionary client(s), name of fund management
organisation
.................................................................................
(6) Reason for disclosure (Note 2)
(a) associate of (i) offeror (Note 3) NO
(ii) offeree Company YES
Specify which category or categories of associate (1-8 overleaf)......3....
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) NO
Signed, for and on behalf of the party named in (4) above.......................
(Also print name of signatory) .........Denise Williams.........................
Telephone and extension number.........0207 262 4343......x8403.................
--------------------------------------
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.
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.
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.
Date of disclosure 15 May 2003
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing 14 May 2003
Dealing in...Cordiant Communications Group plc.............(name of company)
(1) Class of securities (eg ordinary shares) .......Ordinary shares of 50p each
(2) Amount bought Amount sold Price per unit
1,369,659 7.5p
(3) Resultant total of the same class owned or controlled (and percentage of
class)
...............Nil.....................................................( %)
(4) Party making disclosure ..Cordiant Communications Group plc.....
(5) EITHER (a) Name of purchaser/vendor (Note 1) .........Frank Donino
OR (b) If dealing for discretionary client(s), name of fund management
organisation
.................................................................................
(6) Reason for disclosure (Note 2)
(a) associate of (i) offeror (Note 3) ` NO
(ii) offeree company YES
Specify which category or categories of associate (1-8 overleaf).......3...
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) NO
Signed, for and on behalf of the party named in (4) above.......................
(Also print name of signatory) .........Denise Williams.........................
Telephone and extension number.........0207 262 4343......x8403.................
--------------------------------------
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.
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.
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.
Date of disclosure...15 May 2003
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing 30 April 2003
Dealing in Cordiant Communications Group plc.............(name of company)
(1) Class of securities (eg ordinary shares) .......Ordinary shares of 50p each
(2) Amount bought Amount sold Price per unit
201,496 6.2424p
(3) Resultant total of the same class owned or controlled (and percentage of
class) ................................................................( %)
(4) Party making disclosure ..Cordiant Communications Group plc.....
(5) EITHER (a) Name of purchaser/vendor (Note 1) .........Bridget Laing
OR (b) If dealing for discretionary client(s), name of fund management
organisation
.................................................................................
(6) Reason for disclosure (Note 2)
(a) associate of (i) offeror (Note 3) ` NO
(ii) offeree YES
Specify which category or categories of associate (1-8 overleaf)......3....
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) NO
Signed, for and on behalf of the party named in (4) above.......................
(Also print name of signatory) .........Denise Williams.........................
Telephone and extension number.........0207 262 4343......x8403.................
--------------------------------------
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.
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.
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.
Date of disclosure...15 May 2003
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing 14 May 2003
Dealing in...Cordiant Communications Group plc.............(name of company)
(1) Class of securities (eg ordinary shares) .......Ordinary shares of 50p each
(2) Amount bought Amount sold Price per unit
83,017 6.5p
(3) Resultant total of the same class owned or controlled (and percentage of
class)...............Nil...............................................( %)
(4) Party making disclosure ..Cordiant Communications Group plc.....
(5) EITHER (a) Name of purchaser/vendor (Note 1) .........Philip Mann
OR (b) If dealing for discretionary client(s), name of fund management
organisation
.................................................................................
(6) Reason for disclosure (Note 2)
(a) associate of (i) offeror (Note 3) NO
(ii) offeree company YES
Specify which category or categories of associate (1-8 overleaf).......3...
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) NO
Signed, for and on behalf of the party named in (4) above.......................
(Also print name of signatory) .........Denise Williams.........................
Telephone and extension number.........0207 262 4343......x8403.................
--------------------------------------
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.
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.
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.
Date of disclosure...15 May 2003
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing 14 May 2003
Dealing in...Cordiant Communications Group plc.............(name of company)
(1) Class of securities (eg ordinary shares) .......Ordinary shares of 50p each
(2) Amount bought Amount sold Price per unit
1,059,270 7.5p
(3) Resultant total of the same class owned or controlled (and percentage of
class)...............Nil...............................................( %)
(4) Party making disclosure ..Cordiant Communications Group plc.....
(5) EITHER (a) Name of purchaser/vendor (Note 1) .........Ridge White
OR (b) If dealing for discretionary client(s), name of fund management
organisation
.................................................................................
(6) Reason for disclosure (Note 2)
(a) associate of (i) offeror (Note 3) NO
(ii) offeree company YES
Specify which category or categories of associate (1-8 overleaf).......3...
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) NO
Signed, for and on behalf of the party named in (4) above.......................
(Also print name of signatory) .........Denise Williams.........................
Telephone and extension number.........0207 262 4343......x8403.................
--------------------------------------
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.
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.
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.
Date of disclosure...15 May 2003
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing 14 May 2003
Dealing in...Cordiant Communications Group plc.............(name of company)
(1) Class of securities (eg ordinary shares) .......Ordinary shares of 50p each
(2) Amount bought Amount sold Price per unit
496,827 6.2424p
(3) Resultant total of the same class owned or controlled (and percentage of
class)...............Nil...............................................( %)
(4) Party making disclosure ..Cordiant Communications Group plc.....
(5) EITHER (a) Name of purchaser/vendor (Note 1) .........Fran O'Linn
OR (b) If dealing for discretionary client(s), name of fund management
organisation
.................................................................................
(6) Reason for disclosure (Note 2)
(a) associate of (i) offeror (Note 3) NO
(ii) offeree company YES
Specify which category or categories of associate (1-8 overleaf).......3...
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) NO
Signed, for and on behalf of the party named in (4) above.......................
(Also print name of signatory) .........Denise Williams.........................
Telephone and extension number.........0207 262 4343......x8403.................
--------------------------------------
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.
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.