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Replacement: Form 8 (OPD) - Instem plc

5 Sep 2023 18:00

RNS Number : 4754L
Instem plc
05 September 2023
 

Amendment: Form 8 (OPD) - Instem plc

 

The following amended announcement corrects the date in section 1(e) to be 4 September 2023 and the date of disclosure to be 5 September 2023 in the Form 8 (OPD) announcement released at 4.15 p.m. on 5 September 2023 (under RNS no. 4634L)

 

The full amended version is below:

 

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:

Instem 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

Instem plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

4 September 2023

(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:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

0.00

Nil

0.00

(2) Cash-settled derivatives:

 

Nil

0.00

Nil

0.00

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

Nil

0.00

Nil

0.00

 

TOTAL:

Nil

0.00

Nil

0.00

 

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:

N/A

 

 

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) Holdings of ordinary shares by directors of Instem plc and their close relatives:

 

Name

No. Ordinary Shares Held

% of total issued share capital carrying voting rights

David Gare*

1,326,865

5.79%

Phil Reason

770,714

3.36%

Nigel Goldsmith

10,000

0.04%

 

*Includes holdings of Deborah Walker and Michael Gare and shares held via DG 2008 Discretionary Settlement Trust (of which David Gare and Norma Gare are trustees)

 

B) The directors of the Company have the following rights to subscribe for the following relevant Instem plc securities under the share options plans:

 

Name

Date of Grant

Vesting period

Latest Exercisable Date

Exercise price (£)

No. of options outstanding

Phil Reason

26/06/2020

3 years

15/03/2024

Nil

76,000

Phil Reason

16/04/2021

3 years

15/03/2025

Nil

4,387

Phil Reason

27/09/2021

3 years

15/03/2025

Nil

25,000

Phil Reason

02/03/2022

3 years

15/03/2026

Nil

4,833

Nigel Goldsmith

29/07/2015

3 years

28/07/2025

0.10

62,500

Nigel Goldsmith

22/02/2018

3 years

22/02/2028

Nil

80,000

Nigel Goldsmith

26/06/2020

3 years

26/06/2030

Nil

74,000

Nigel Goldsmith

16/04/2021

3 years

01/01/2031

Nil

3,031

Nigel Goldsmith

27/09/2021

3 years

27/09/2031

Nil

25,000

Nigel Goldsmith

02/03/2022

3 years

01/01/2032

Nil

2,165

 

 

 

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:

5 September 2023

Contact name:

Nigel Goldsmith, Chief Financial Officer

Telephone number:

+44 17 8582 5608

 

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 disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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END
 
 
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