AH78 Citi Fun 24

RNS Number:6349Z
Goldman Sachs International
10 June 2004

FORM 8.1/8.3



Lodge with a RIS or Newstrack if appropriate and the Takeover Panel.
Use a separate form for each class of securities in which dealings have been
made.



Date of Disclosure

10 June 2004



DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON TAKEOVERS
AND MERGERS


Date of dealing

9 June 2004


Dealing in (name of company)
Marks & Spencer plc


1. Class of securities (eg ordinary shares)
Ordinary Shares


2.
Shares: Amount bought  Shares: Amount sold    Price per unit (GBP)
1,887                                            3.5975
                               6,407             3.6009

These transactions have taken place as a consequence of the closing out of the
following pre-existing Contracts for Difference at the request of clients. The
Panel executive has informed Goldman Sachs on an ex-parte basis that such
transactions are permitted and have no Code consequences.


3. Resultant total of the same class owned or controlled (and percentage of
class)
Net position: short (62,544,249)              (2.7705) (net)

Long position:      2,825,917                 0.1251%

Short position:     (65,370,166)              (2.8956%)



Goldman Sachs International - Contracts For Difference and SWAP positions
     PRODUCT DESCRIPTION       OPENING PRICE   EXPIRY   EXPIRY DATE  GSI POSITION   LONG/SHORT      OPENING
                                               MONTH      AND YEAR                                   DATE
MARKS AND SPENCER CFD          2.81GBP          MAY        17,14      -1,175,000       Short      May 18, 04
MARKS AND SPENCER CFD          2.7875GBP        MAY        23,14       -250,000        Short      May 23, 04
MARKS AND SPENCER CFD          2.9475GBP        MAY        26,14       -17,000         Short      May 27, 04
MARKS AND SPENCER CFD          2.714039GBP      NOV        17,13       -30,000         Short      Nov 20, 03
MARKS AND SPENCER CFD          2.7958GBP        MAR        14,14       -13,079         Short      Mar 16, 04
MARKS AND SPENCER CFD          2.7931GBP        MAY        05,14       -10,223         Short       May 7, 04
MARKS AND SPENCER CFD          3.50649GBP       MAY        27,14        9,500          Long       May 27, 04
MARKS AND SPENCER CFD          2.832897GBP      MAY        18,14        9,998          Long       May 20, 04
MARKS AND SPENCER CFD          2.771997GBP      MAY        22,14        16,802         Long       May 24, 04
MARKS AND SPENCER CFD          2.854477GBP      MAY        17,14        35,729         Long       May 19, 04
MARKS AND SPENCER CFD          2.927087GBP      MAY        25,14        33,614         Long       May 27, 04
MARKS AND SPENCER CFD          2.805654GBP      MAY        12,14        55,342         Long       May 14, 04
MARKS AND SPENCER SWAP                                                25,000,000       Long


CFD CLOSING
   PRODUCT DESCRIPTION       OPENING     EXPIRY     EXPIRY     QUANTITY   BUY/ SELL   OPENING     CLOSING PRICE
                              PRICE       MONTH    DATE AND                            DATE
                                                     YEAR
MARKS AND SPENCER CFD      2.927087GBP     MAY      25,14       1,887       SELL    May 19, 04  3.599297 GBP
MARKS AND SPENCER CFD      2.7728GBP       FEB      08,14       6,407        BUY    Feb 10, 04  3.600920 GBP



4. Party making disclosure
Goldman Sachs International



5. EITHER (a) Name of purchaser / vendor (Note 1)
Goldman Sachs International

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)            YES

(ii) offeree company             NO



Specify which category or categories of associate (1-8 overleaf)    8
(investors in the consortium)

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

Peter Highton



(Also print name of signatory)
Peter Highton



Telephone and Extension number
0207-774-1935





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. Email: monitoring@disclosure.org.uk



A long CFD is a derivative instrument that provides its owner with a long
economic interest in the shares underlying the CFD, so that the owner can
realise a gain if the price of the underlying shares rises above the reference
price of the CFD.



A short CFD is a derivative instrument that provides its owner with a short
economic interest in the shares underlying the CFD, so that the owner can
realise a gain if the price of the underlying shares falls below the reference
price of the CFD.



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.






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