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Form 8 (OPD) (Amended - Bioquell PLC)

26 May 2015 08:41

RNS Number : 2036O
Bioquell PLC
26 May 2015
 



AMENDMENT - CHANGE TO SECTION 3

 

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) Full name of discloser:

Bioquell PLC

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Bioquell PLC

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

22 May 2015

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

N/A

 

 

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

 

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.

 

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

 

Class of relevant security:

 

10p ordinary shares

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

TOTAL:

Nil

-

Nil

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), 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:

None

Details, including nature of the rights concerned and relevant percentages:

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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

a. Interests of directors of Bioquell PLC (and persons presumed to be acting in

concert with the directors) in its ordinary shares

 

Director

Number of ordinary shares

% of issued share capital

Nigel Keen(1)

127,270

0.3%

Nicholas Adams

485,599

1.1%

Michael Roller

19,245

-%

Simon Constantine

120,634

0.3%

Christopher Mills(2)

12,610,000

29.6%

 

(1) Nigel Keen holds his interests jointly with his wife, Caroline Keen

(2) Christopher Mills is Chief Investment Officer and a member of Harwood Capital LLP which owns 29.6% of the issued share capital in Bioquell PLC

 

b. Interests of close relatives of directors of Bioquell PLC in its ordinary shares

 

Name

Relation to Director

Number of ordinary shares

% of issued share capital

Caroline Keen(1)

Wife of Caroline Keen

127,270

0.3%

Letitia Adams

Wife of Nicholas Adams

514,979

1.2%

Joanna Constantine

Wife of Simon Constantine

349,366

0.8%

 

(1) Caroline Keen holds her interests jointly with her husband, Nigel Keen

 

c. Options and awards held by directors of Bioquell PLC (and persons assumed

to be acting in concert with the directors) in its ordinary shares

 

(i) Executive Share Option Share Scheme

 

Director

Number of Shares under option

Option Price (pence)

Date from which exercisable

Nicholas Adams

194,000

146.5

19 April 2016

Nicholas Adams

232,000

128.0

24 March 2017

Nicholas Adams

254,000

120.5

26 March 2018

Michael Roller

150,000

128.0

24 March 2017

Michael Roller

159,000

120.5

26 March 2018

 

 

Details of any open stock-settled derivative positions (including traded options), 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:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(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)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

26 May 2015

Contact name:

Michael Roller

Telephone number:

+44 (0)1264 835 817

 

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 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
 
 
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