Less Ads, More Data, More Tools Register for FREE

Pin to quick picksBTG Regulatory News (BTG)

  • There is currently no data for BTG

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Form 8 (OPD) Biocompatibles

19 Nov 2010 12:12

RNS Number : 5063W
BTG PLC
19 November 2010
 



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) Identity of the party to the offer making the disclosure:

BTG 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

N/A

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

Use a separate form for each party to the offer

BTG plc

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

19 November 2010

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

NO

 

 

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

 

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

 

Class of relevant security:

 

ORDINARY SHARES OF 10 PENCE EACH

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

NIL

NIL

NIL

NIL

(2) Derivatives (other than options):

NIL

NIL

NIL

NIL

(3) Options and agreements to purchase/sell:

NIL

NIL

NIL

NIL

 

TOTAL:

NIL

NIL

NIL

NIL

 

All interests and all short positions should be disclosed.

 

Details of any open derivative or option positions, 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:

NIL

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

NIL

 

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.

 

(c) Irrevocable commitments and letters of intent

 

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

Definitions used below are as set out in the RNS announcement released by BTG on 19 November 2010.

 

1. The following persons, all of whom are BTG Directors, have given irrevocable undertakings to BTG and Biocompatibles to vote in favour of the BTG Resolution at the BTG GM in respect of the number of BTG Shares set out below (and any further BTG Shares acquired by them which are attributable to or derived from such shares):

Name

Number of BTG Shares

John Brown

6,547

Louise Makin

376,853

Rolf Soderstrom

79,857

Peter Chambré

3,000

Total

466,257

 

Each of the undertakings given by the above named BTG Directors shall terminate and be of no further force and effect if:

(i) the BTG Circular is not published prior to 18 December 2010;

(ii) a Scheme Document or (if, in accordance with the terms of the Implementation Agreement, BTG has elected to implement the Acquisition by way of a Takeover Offer) an Offer Document is not issued prior to 18 December 2010 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree);

(iii) a Scheme Document is issued and the Scheme has not become effective by 24 March 2011 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree) and BTG has not issued an Offer Document; and

(iv) an Offer Document is issued prior to 21 January 2011 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree) and the Offer lapses or is withdrawn.

2. BTG has received an irrevocable undertaking from Invesco Asset Management Limited to vote in favour of the BTG Resolution a the BTG GM in respect of 67,787,995 BTG Shares (and any further BTG Shares acquired by them which are attributable to or derived from such shares). This undertaking shall terminate and be of no further force and effect if:

(i) the BTG Circular is not published by 18 December 2010;

(ii) a Scheme Document or (if, in accordance with the terms of the Implementation Agreement, BTG has elected to implement the Acquisition by way of a Takeover Offer) an Offer Document is not issued prior to 18 December 2010 (or such other date as BTG and Biocompatibles may, with the consent of the Panel, agree);

(iii) a Scheme Document is issued and the Scheme has not become effective by 24 March 2011 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree) and BTG has not issued an Offer Document;

(iv) an Offer Document is issued prior to 21 January 2011 (or such later date as BTG and Biocompatibles may, with the consent of the Panel, agree) and the Offer lapses or is withdrawn; or

(v) an underlying client of Invesco Asset Management Limited terminates their professional relationship and the shares are subsequently sold or transferred; or

(vi) Invesco Asset Management Limited sells, transfers or disposes of their BTG Shares prior to the BTG GM.

3. BTG has received an irrevocable undertaking from M&G Investment Management Limited to vote in favour of the BTG Resolution at the BTG GM in respect of 37,878,550 BTG Shares. This undertaking will continue to be binding until the completion of the BTG GM.

 

 

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 of any person acting in concert with the party to the offer making the disclosure:

The directors of BTG have the following beneficial interests in BTG shares:

 

Name

Shares held

 

Louise Makin

376,853

Peter Chambré

3,000

John Brown

6,547

Rolf Soderstrom

79,857

 

The directors of BTG have been granted the following awards, or have the following interests in options, over unissued ordinary shares of BTG:

 

Deferred Share Bonus Plan

 

Name

 

Awards held

Louise Makin

289,379

Rolf Soderstrom

106,430

 

Performance Share Plan

 

Name

 

Awards held

Louise Makin

782,208

Rolf Soderstrom

295,084

 

Special Award

 

Name

 

Awards held

Rolf Soderstrom

76,448

 

Executive Share Option Scheme

 

Name

Options held

 

Louise Makin

483,398

Rolf Soderstrom

285,978

 

Sharesave Scheme

 

Name

Options held

 

Louise Makin

6,383

 

 

 

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 3 for each additional class of relevant security.

 

Details of any open derivative or option positions, 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:

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:

19 November 2010

Contact name:

Paul Mussenden

Telephone number:

+44 (0)20 7575 0000

 

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 dealing 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
 
 
FEELLFIFLILALII
Date   Source Headline
19th Aug 20193:24 pmRNSForm 8.3 - BTG plc
19th Aug 20193:20 pmRNSForm 8.3 - BTG plc
19th Aug 20193:04 pmRNSForm 8.3 - BTG Plc
19th Aug 201911:00 amRNSForm 8.5 (EPT/RI)
19th Aug 201910:33 amBUSForm 8.5 (EPT/NON-RI) - BTG PLC
19th Aug 201910:28 amRNSForm 8.5 (EPT/RI) - BTG plc
19th Aug 201910:22 amRNSForm 8.5 (EPT/RI) BTG plc
19th Aug 20199:21 amRNSScheme becomes Effective
19th Aug 20197:30 amRNSTemporary Suspension BTG PLC
16th Aug 20193:40 pmRNSDirector/PDMR Shareholding
16th Aug 20193:20 pmRNSForm 8.3 - BTG plc
16th Aug 20192:57 pmRNSForm 8.3 - BTG plc
16th Aug 20192:01 pmEQSForm 8.3 - The Vanguard Group, Inc.: BTG plc
16th Aug 201911:40 amBUSForm 8.5 (EPT/NON-RI) - BTG PLC
16th Aug 201911:05 amRNSForm 8.5 (EPT/RI) - BTG plc
16th Aug 201911:01 amRNSForm 8.5 (EPT/RI)
16th Aug 201910:41 amRNSForm 8.5 (EPT/RI) BTG plc
15th Aug 20195:27 pmRNSHolding(s) in Company
15th Aug 20193:23 pmRNSCourt sanction of the Scheme
15th Aug 20193:20 pmRNSForm 8.3 - BTG plc
15th Aug 20193:16 pmRNSForm 8.3 - BTG plc
15th Aug 20192:40 pmRNSForm 8.3 - BTG plc
15th Aug 201911:16 amRNSForm 8.5 (EPT/RI)
15th Aug 201911:04 amRNSForm 8.5 (EPT/RI) - BTG plc
15th Aug 201910:57 amBUSFORM 8.5 (EPT/NON-RI) - BTG PLC
15th Aug 20199:59 amRNSForm 8.5 (EPT/RI) BTG plc
14th Aug 20195:30 pmRNSBTG
14th Aug 20195:11 pmRNSHolding(s) in Company
14th Aug 20193:20 pmRNSForm 8.3 - BTG plc
14th Aug 20192:59 pmRNSForm 8.3 - BTG Plc
14th Aug 20192:58 pmBUSForm 8.5 (EPT/NON-RI) - BTG PLC
14th Aug 201912:09 pmBUSForm 8.5 (EPT/NON-RI) - BTG PLC - Amendment
14th Aug 201911:50 amRNSForm 8.5 (EPT/RI) - BTG plc
14th Aug 201911:02 amRNSForm 8.5 (EPT/RI)
14th Aug 201910:45 amRNSForm 8.3 - BTG plc
14th Aug 201910:07 amRNSForm 8.5 (EPT/RI) BTG plc
13th Aug 20195:22 pmRNSHolding(s) in Company
13th Aug 20193:20 pmRNSForm 8.3 - BTG plc
13th Aug 20193:00 pmRNSForm 8.3 - BTG Plc
13th Aug 20192:51 pmRNSForm 8.3 - BTG plc
13th Aug 20192:37 pmEQSForm 8.3 - The Vanguard Group, Inc.: BTG plc
13th Aug 201912:58 pmBUSForm 8.3 - BTG PLC
13th Aug 201912:57 pmBUSForm 8.3 - BTG PLC - Amendment
13th Aug 201911:39 amBUSForm 8.5 (EPT/NON-RI) - BTG PLC
13th Aug 201911:03 amRNSForm 8.5 (EPT/RI)
13th Aug 201910:06 amRNSForm 8.5 (EPT/RI)- BTG plc
13th Aug 20199:51 amRNSForm 8.5 (EPT/RI) BTG plc
13th Aug 20199:41 amRNSForm 8.3 - BTG plc
12th Aug 20195:30 pmRNSBTG
12th Aug 20193:52 pmBUSForm 8.5 (EPT/NON-RI) - Amendment

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.