Rule 8 - Marks & Spencer

RNS Number:3568Z
Goldman Sachs International
02 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

2 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

1 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)
3,206                                                            3.6675

These transactions have taken place as a consequence of the closing out of the
following pre-existing swaps 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 (62,832,115)                     (2.7832) (net)

Long position:  2,908,996                            0.1288%

Short position:  (65,741,111)                        (2.912%)





Goldman Sachs International - Contracts For Difference and SWAP positions


     PRODUCT DESCRIPTION       OPENING PRICE   EXPIRY   EXPIRY DATE  GSI POSITION   LONG/SHORT      OPENING
                                               MONTH      AND YEAR                                   MONTH
MARKS AND SPENCER CFD          2.81GBP          MAY        17,14      -1,175,000       Short          MAY
MARKS AND SPENCER CFD          2.879776GBP      MAY        26,14       -332,500        Short          MAY
MARKS AND SPENCER CFD          2.7875GBP        MAY        23,14       -250,000        Short          MAY
MARKS AND SPENCER CFD          2.879776GBP      MAY        26,14       -167,500        Short          MAY
MARKS AND SPENCER CFD          2.797159GBP      MAY        23,14       -166,250        Short          MAY
MARKS AND SPENCER CFD          2.797159GBP      MAY        23,14       -83,750         Short          MAY
MARKS AND SPENCER CFD          2.9475GBP        MAY        26,14       -34,000         Short          MAY
MARKS AND SPENCER CFD          2.714039GBP      NOV        17,13       -30,000         Short          NOV
MARKS AND SPENCER CFD          2.834658GBP      APR        24,14       -27,364         Short          APR
MARKS AND SPENCER CFD          2.834658GBP      APR        24,14       -26,992         Short          APR
MARKS AND SPENCER CFD          2.7958GBP        MAR        14,14       -13,079         Short          MAR
MARKS AND SPENCER CFD          2.7728GBP        FEB        08,14       -12,814         Short          FEB
MARKS AND SPENCER CFD          2.7931GBP        MAY        05,14       -10,223         Short          MAY
MARKS AND SPENCER CFD          2.834658GBP      APR        24,14        -2,110         Short          APR
MARKS AND SPENCER CFD          2.796101GBP      MAY        19,14        1,190          Long           MAY
MARKS AND SPENCER CFD          2.876061GBP      MAY        24,14        2,164          Long           MAY
MARKS AND SPENCER CFD          3.597391GBP      MAY        26,14        6,407          Long           MAY
MARKS AND SPENCER CFD          3.50649GBP       MAY        27,14        9,500          Long           MAY
MARKS AND SPENCER CFD          3.01547GBP       MAY        26,14        9,600          Long           MAY
MARKS AND SPENCER CFD          2.832897GBP      MAY        18,14        9,998          Long           MAY
MARKS AND SPENCER CFD          2.808559GBP      MAY        16,14        10,382         Long           MAY
MARKS AND SPENCER CFD          2.771997GBP      MAY        22,14        16,802         Long           MAY
MARKS AND SPENCER CFD          2.813537GBP      JAN        04,14        18,185         Long           JAN
MARKS AND SPENCER CFD          3.01547GBP       MAY        26,14        30,400         Long           MAY
MARKS AND SPENCER CFD          2.7822GBP        MAY        05,14        34,320         Long           MAY
MARKS AND SPENCER CFD          2.854477GBP      MAY        17,14        35,729         Long           MAY
MARKS AND SPENCER CFD          2.989508GBP      MAR        01,14        37,400         Long           MAR
MARKS AND SPENCER CFD          2.927087GBP      MAY        25,14        47,894         Long           MAY
MARKS AND SPENCER CFD          2.805654GBP      MAY        12,14        55,342         Long           MAY
MARKS AND SPENCER SWAP                                                25,000,000       Long



CFD CLOSING


    PRODUCT DESCRIPTION     OPENING PRICE  EXPIRY     EXPIRY   GSI POSITION   LONG/SHORT     OPENING    CLOSING
                                            MONTH    DATE AND                                 MONTH      PRICE
                                                       YEAR
MARKS AND SPENCER CFD       2.81GBP          MAY      17,14     -1,175,000       Short         MAY
MARKS AND SPENCER CFD       2.879776GBP      MAY      26,14      -332,500        Short         MAY
MARKS AND SPENCER CFD       2.7875GBP        MAY      23,14      -250,000        Short         MAY
MARKS AND SPENCER CFD       2.879776GBP      MAY      26,14      -167,500        Short         MAY
MARKS AND SPENCER CFD       2.797159GBP      MAY      23,14      -166,250        Short         MAY
MARKS AND SPENCER CFD       2.797159GBP      MAY      23,14      -83,750         Short         MAY
MARKS AND SPENCER CFD       2.9475GBP        MAY      26,14      -34,000         Short         MAY
MARKS AND SPENCER CFD       2.714039GBP      NOV      17,13      -30,000         Short         NOV
MARKS AND SPENCER CFD       2.834658GBP      APR      24,14      -27,364         Short         APR
MARKS AND SPENCER CFD       2.834658GBP      APR      24,14      -26,992         Short         APR
MARKS AND SPENCER CFD       2.7958GBP        MAR      14,14      -13,079         Short         MAR
MARKS AND SPENCER CFD       2.7728GBP        FEB      08,14      -12,814         Short         FEB
MARKS AND SPENCER CFD       2.7931GBP        MAY      05,14      -10,223         Short         MAY
MARKS AND SPENCER CFD       2.834658GBP      APR      24,14       -2,110         Short         APR
MARKS AND SPENCER CFD       2.796101GBP      MAY      19,14       1,190          Long          MAY
MARKS AND SPENCER CFD       2.876061GBP      MAY      24,14       2,164          Long          MAY
MARKS AND SPENCER CFD       3.597391GBP      MAY      26,14       6,407          Long          MAY
MARKS AND SPENCER CFD       3.50649GBP       MAY      27,14       9,500          Long          MAY
MARKS AND SPENCER CFD       3.01547GBP       MAY      26,14       9,600          Long          MAY
MARKS AND SPENCER CFD       2.832897GBP      MAY      18,14       9,998          Long          MAY
MARKS AND SPENCER CFD       2.808559GBP      MAY      16,14       10,382         Long          MAY
MARKS AND SPENCER CFD       2.771997GBP      MAY      22,14       16,802         Long          MAY
MARKS AND SPENCER CFD       2.813537GBP      JAN      04,14       18,185         Long          JAN
MARKS AND SPENCER CFD       3.01547GBP       MAY      26,14       30,400         Long          MAY
MARKS AND SPENCER CFD       2.7822GBP        MAY      05,14       34,320         Long          MAY
MARKS AND SPENCER CFD       2.854477GBP      MAY      17,14       35,729         Long          MAY
MARKS AND SPENCER CFD       2.989508GBP      MAR      01,14       37,400         Long          MAR
MARKS AND SPENCER CFD       2.927087GBP      MAY      25,14       47,894         Long          MAY
MARKS AND SPENCER CFD       2.805654GBP      MAY      12,14       55,342         Long          MAY
MARKS AND SPENCER SWAP                                          25,000,000       Long





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: [e-mail]



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.




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