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 firstname.lastname@example.org. 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
European Aeronautic Form 8 (OPD) EADS
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