European Aeronautic Form 8 (OPD) EADS

  European Aeronautic - Form 8 (OPD) EADS

RNS Number : 1492N
European Aeronautic Defence & Space
25 September 2012




                                                                  FORM 8 (OPD)

                                      

          PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

             Rules 8.1 and 8.2 of the Takeover Code (the "Code")

                                      

1. KEY INFORMATION



(a) Identity of the party to the offer making    European Aeronautic Defence &
the disclosure:                                  Space Company EADS N.V.
                                                 ("EADS")
(b) Owner or controller of interests and short   N/A
positions disclosed, if different from 1(a):

 The naming of nominee or vehicle companies
is insufficient
(c) Name of offeror/offeree in relation to whose EADS
relevant securities this form relates:
                                                 
 Use a separate form for each party to the
offer
(d) Is the party to the offer making the         OFFEROR
disclosure the offeror or the offeree?
(e) Date position held:                          24 September 2012
(f) Has the party previously disclosed, or is   NO
it today disclosing, under the Code in respect
of any other party to this offer?                



2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE



(a) Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates



Class of relevant security:                      Ordinary shares of €1.00 each


                                                 Interests   Short positions

                                                Number   %     Number     %
(1) Relevant securities owned and/or controlled:   Nil   N/A     Nil     N/A
(2) Derivatives (other than options):              Nil   N/A     Nil     N/A
(3) Options and agreements to purchase/sell:       Nil   N/A     Nil     N/A
                                                  Nil   N/A     Nil     N/A

 TOTAL:



All interests and all short positions should be disclosed.



Details of any open derivative or option positions, or agreements to  purchase 
or sell relevant securities,  should be given on  a Supplemental Form 8  (Open 
Positions).



Details of  any  securities  borrowing  and  lending  positions  or  financial 
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).



(b) Rights to subscribe for new securities



Class of relevant security in relation to which subscription right exists: N/A
Details, including nature of the rights concerned and relevant             N/A
percentages:



If there are positions  or rights to  subscribe to disclose  in more than  one 
class of relevant  securities of the  offeror or offeree  named in 1(c),  copy 
table 2(a)  or (b)  (as appropriate)  for each  additional class  of  relevant 
security.



(c) Irrevocable commitments and letters of intent



Details of any irrevocable commitments or letters of intent procured by the
party to the offer making the disclosure or any person acting in concert with
it (see Note 3 on Rule 2.11 of the Code):


None.





3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER
MAKING THE DISCLOSURE



Details of any interests, short positions and rights to subscribe of any
person acting in concert with the party to the offer making the disclosure:




See below.





3.1 Shares held by persons acting in concert with EADS:





                                               Number of €1.00     % of voting
                   Name                      ordinary shares the     rights
                                            party is interested in
Directors                                                         

Arnaud Lagardère                            2                      <0.01%

Thomas Enders                               2,720                  <0.01%

Dominique D'Hinnin                          61                     <0.01%

                                                                 
Connected advisers
Bank of America Merrill Lynch               6,239                  <0.01%


BNP Paribas Investment Partners Luxembourg  28,639                 <0.01%
BNP Paribas GPM                             3,845                  <0.01%
J.P. Morgan Securities plc                  430 (short)            <0.01%
Frankfurt-Trust Invest Luxembourg AG        2,800                  <0.01%
Frankfurt-Trust Investmentgesellchaft mbH   306,713                0.04%
Oppenheim Asset Management Services S.a.r.l 15,000                 <0.01%
Deutsche Bank Suisse SA                     4,140                  <0.01%
Deutsche Bank AG Frankfurt                  696,497 (short)        0.08%
Crédit Agricole Corporate and Investment    301,895                0.04%
Bank
Crédit Agricole (Suisse) SA                 73,644                 0.01%
Predica                                     2,000                  <0.01%
Citibank NA                                 587                    <0.01%
Citicorp Trust, NA                          31                     <0.01%
Citicorp Trust South Dakota                 25                     <0.01%
Citigroup Global Markets Deutschland AG^†   100,409                0.01%
Other concert parties
EADS Participations B.V.^(i)                411,366,279            50.05%
Société de Gestion de l'Aéronautique, de la 183,337,704            Nil
Défense et de l'Espace ("Sogeade")^(ii)
Sociedad Estatal de Participaciones         44,690,871             Nil
Industriales ("SEPI")
                                            
Daimler Aerospace AG ("DASA")               183,337,704            Nil
Désirade^(iii)                              61,112,568             Nil
Lagardère^(iv)                              61,112,568             Nil
Société de Gestion de Participations        122,225,136            Nil
Aéronautiques ("Sogepa")^(v)
French State^(vi)                           122,212,913            Nil
Daimler Luft- und Raumfahrt Holding AG      122,225,136            Nil
("DLRH")^(vii)
Daimler AG^(viii)                           122,225,136            Nil
French State                                502,746                0.06%
Dassault Aviation                           85                     <0.01%



^† Derivative positions set out in Supplemental Form 8 (Open Positions)



(i) EADS Participations B.V. exercises the voting rights attaching to the
shares owned by Sogeade, SEPI and DASA pursuant to a pledge arrangement.



(ii) Sogeade is managed by Sogeade Gerance, a "sociéte par actions simplifiée"
owned by Sogepa and Lagardère.



(iii) Désirade holds 33.33% of Sogeade.



(iv) Lagardère is the 100% shareholder of Désirade.



(v) Sogepa holds 66.67% of Sogeade.



(vi) The French State holds 99.99% of Sogepa.



(vii) DLRH holds 66.67% of DASA. The remaining 33.33% of DASA is held by a
consortium of public and private investors.



(viii) Daimler AG is the 100% shareholder in DLRH.





3.2 Rights to subscribe for shares in EADS - share options



Name       Description  Date of Number of €1.00  ordinary Expiry     Exercise
                        grant   shares the option is over date       price
Tom Enders Stock option 10  Oct 25,000                    9 Oct 2013 EUR 15.65
           plan*        2003
                        8   Oct 37,500                    7 Oct 2014 EUR 24.32
                        2004
                        9   Dec 67,500                    8 Dec 2015 EUR 33.91
                        2005
                        18  Dec 67,500                    16     Dec EUR 25.65
                        2006                              2016

*All options are vested and exercisable.



If there are positions  or rights to  subscribe to disclose  in more than  one 
class of relevant  securities of the  offeror or offeree  named in 1(c),  copy 
table 3 for each additional class of relevant security.



Details of any open derivative or option positions, or agreements to  purchase 
or sell relevant securities,  should be given on  a Supplemental Form 8  (Open 
Positions).



Details of  any  securities  borrowing  and  lending  positions  or  financial 
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).



4. OTHER INFORMATION



(a) Indemnity and other dealing arrangements



Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party to
the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"


Tom Enders has been granted certain performance units subject to a long term
incentive plan. The terms of the units require the recipient of the units to
purchase and hold EADS shares equal to a minimum of 20% of the number of
vested units. None of the performance units granted to Tom Enders have yet
vested.



There are certain agreements in place between, amongst others, Sogeade, DASA
and SEPI which include provisions in respect of the transfer of their shares
in EADS. Further information is set out in section 3.3.2 of the EADS
Registration Document 2011, a copy of which can be found at www.eads.com. 





(b) Agreements, arrangements or understandings relating to options or
derivatives



Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person acting in
concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"


None.





(c) Attachments



Are any Supplemental Forms attached?



Supplemental Form 8 (Open Positions) YES
Supplemental Form 8 (SBL)            YES





        Date of disclosure: 25 September 2012
        Contact name:       Elisabeth Marsden
        Telephone number:   020 7006 8145



Public disclosures under  Rule 8  of the  Code must  be made  to a  Regulatory 
Information Service  and  must  also  be emailed  to  the  Takeover  Panel  at 
monitoring@disclosure.org.uk.  The  Panel's   Market  Surveillance  Unit   is 
available for  consultation  in  relation to  the  Code's  dealing  disclosure 
requirements on +44 (0)20 7638 0129.



The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


FEEBRGDCSDDBGDU -0- Sep/25/2012 17:26 GMT