REG-Syndicate Asset Mgt: Rule 8.1 - Syndicate Asset Management

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Tue May 19, 2009 10:41am EDT

FORM 8.1                                    

          DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES          

                  FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS                  

                (Rules 8.1(a) and (b)(i) of the Takeover Code)                 

1. KEY INFORMATION

Name of person dealing (Note 1) Christopher Jeffreys                           
                                                                               
Company dealt in                Syndicate Asset Management Plc                 
                                                                               
Class of relevant security to   Ordinary Shares of 0.2p each                   
which the dealings being                                                       
disclosed relate (Note 2)                                                      
                                                                               
Date of dealing                 8 May 2009                                     

2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                                         Long                   Short          
                                                                               
                                Number (%)             Number (%)              
                                                                               
(1) Relevant securities         1,092,959 0.17%                                
                                                                               
(2) Derivatives (other than     NA                                             
options)                                                                       
                                                                               
(3) Options and agreements to   50,000 Options with                            
purchase/sell                   exercise price of 12p                          
                                0.01%                                          
                                                                               
Total                           1,142,959 0.18%                                

(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)

Class of relevant security:              Long                   Short          
                                                                               
                                Number (%)             Number (%)              
                                                                               
(1) Relevant securities                                                        
                                                                               
(2) Derivatives (other than                                                    
options)                                                                       
                                                                               
(3) Options and agreements to                                                  
purchase/sell                                                                  
                                                                               
Total                                                                          

(c) Rights to subscribe (Note 3)

Class of relevant security:     Details                                        
                                                                               
Ordinary Shares of 0.2 pence    Number of shares subscribed for : 750,000      
each                                                                           

3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale              Number of securities      Price per unit (Note 5)   
                                                                               

(b) Derivatives transactions (other than options)

Product name,  Long/short (Note  Number of securities     Price per unit (Note 
               6)                (Note 7)                 5)                   
e.g. CFD                                                                       
                                                                               

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Product name, Writing,    Number of     Exercise Type, e.g. Expiry  Option     
              selling,    securities to          American,          money      
e.g. call     purchasing, which the     price    European   date               
option        varying     option                 etc.               paid/      
              etc.        relates (Note                             received   
                          7)                                        per unit   
                                                                    (Note 5)   
                                                                               

(ii) Exercising

Product name, e.g. call    Number of securities      Exercise price per unit   
option                                               (Note 5)                  
                                                                               

(d) Other dealings (including new securities) (Note 4)

Nature of transaction      Details                   Price per unit (if        
(Note 8)                                             applicable) (Note 5)      
                                                                               
Subcription                "This disclosure is being 1 pence                   
                           made as a result of an                              
                           agreement entered into by                           
                           the person identified                               
                           above as dealing to                                 
                           subscribe for new                                   
                           ordinary shares of 0.2                              
                           pence each ("New Ordinary                           
                           Shares") in the capital                             
                           of Syndicate Asset                                  
                           Management Plc (the                                 
                           "Company") at a                                     
                           subscription price of 1                             
                           pence each.  That                                   
                           agreement was entered                               
                           into in connection with                             
                           the proposed subscription                           
                           for, in aggregate,                                  
                           310,000,000 New Ordinary                            
                           Shares announced by the                             
                           Company on 8 May 2009                               
                           (the "Subscription").  On                           
                           the same date the Company                           
                           also announced the                                  
                           proposed issue of                                   
                           200,000,000 further New                             
                           Ordinary Shares (the                                
                           "Issue").  The                                      
                           Subscription and the                                
                           Issue have yet to                                   
                           complete and are                                    
                           conditional on, amongst                             
                           other things, the                                   
                           Company's shareholders                              
                           approving certain                                   
                           resolutions to be put to                            
                           a general meeting                                   
                           convened for 26 May 2009.                           
                            The percentage holding                             
                           set above, is calculated                            
                           by reference to the                                 
                           issued share capital of                             
                           the Company as it will be                           
                           in the event that the                               
                           Subscription and the                                
                           Issue are approved by                               
                           shareholders and become                             
                           effective."                                         

4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person 
disclosing and any other person relating to the voting rights of any relevant  
securities under any option referred to on this form or relating to the voting 
rights or future acquisition or disposal of any relevant securities to which   
any derivative referred to on this form is referenced. If none, this should be 
stated.                                                                        
                                                                               

Is a Supplemental Form 8 attached? (Note 9) [DEL:YES:DEL]/NO

Date of disclosure                           19 May 2009                       
                                                                               
Contact name                                 J D Freeman                       
                                                                               
Telephone number                             0207 659 8069                     
                                                                               
Name of offeree/offeror with which           Syndicate Asset Management Plc    
associated                                                                     
                                                                               
Specify category and nature of associate     Director of Subsidiary Company    
status (Note 10)                                                               

Notes

The Notes on Form 8.1 can be viewed on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk



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