26 Nov 2018 11:05
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | PAMELA LOUISE MAKIN |
(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 | BTG PLC (OFFEREE) |
(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | PERSON ACTING IN CONCERT WITH BTG PLC |
(e) Date dealing undertaken: | 23 NOVEMBER 2018 |
(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 PERSON 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 following the dealing
Class of relevant security:
| ORDINARY SHARES OF 10P EACH | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 889,011 | 0.2 | N/A | - |
(2) Cash-settled derivatives:
| N/A | - | N/A | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | N/A | - | N/A | - |
TOTAL: | N/A | - | N/A | - |
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 (including directors' and other employee options)
Performance Share Plan
DATE OF AWARD | NUMBER OF SHARES | EXERCISE PRICE | VESTING DATE |
15 July 2016 | 207,535 | N/A | 15 July 2019 |
5 June 2017 | 229,875 | N/A | 5 June 2020 |
18 June 2018 | 284,038 | N/A | 18 June 2021 |
Deferred Share Bonus Plan
DATE OF AWARD | NUMBER OF SHARES | EXERCISE PRICE | VESTING DATE |
5 June 2017 | 48,206 | N/A | 5 June 2020 |
18 June 2018 | 33,992 | N/A | 18 June 2021 |
Save As You Earn Scheme UK
DATE OF AWARD | NUMBER OF SHARES | EXERCISE PRICE | EXERCISE PERIOD |
19 July 2016 | 691 | 520.53 | 1 September 2019 - 1 March 2020 |
20 July 2017 | 1,911 | 565.07 | 1 September 2020 - 1 March 2021 |
19 July 2018 | 840 | 428.27 | 1 October 2021 - 1 April 2022 |
Employee Share Option Plan
DATE OF AWARD | NUMBER OF SHARES | EXERCISE PRICE | EXERCISE PERIOD |
31 July 2009 | 187,179 | 179.25 | 31 July 2012 - 30 July 2019 |
13 July 2010 | 199,253 | 201.30 | 13 July 2013 - 12 July 2020 |
6 July 2011 | 153,320 | 298.90 | 6 July 2014 - 5 July 2021 |
1 June 2012 | 122,288 | 386.00 | 1 June 2015 - 31 May 2022 |
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
Ordinary shares of 10p each | Purchase of shares under the Save As You Earn Scheme (UK)
| 713 | 504.40p |
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
N/A | N/A | N/A | N/A | N/A |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
N/A | N/A
| N/A | N/A | N/A |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
N/A | N/A | N/A | N/A | N/A
|
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
N/A
| N/A
| N/A
| N/A
|
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 or person acting in concert making the disclosure and any other person: 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 or person acting in concert making the disclosure 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) | N/A |
Supplemental Form 8 (SBL) | N/A |
| Date of disclosure: | 26 November 2018 |
| Contact name: | Andy Burrows |
| Telephone number: | +44 (0)20 7575 1741 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
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.