6 Feb 2013 11:02
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: | Ark Therapeutics Group 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 | Ark Therapeutics Group plc
|
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeree |
(e) Date position held: | 6 February 2013 |
(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 1p each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | None | N/A | None | N/A |
(2) Derivatives (other than options): | None | N/A | None | N/A |
(3) Options and agreements to purchase/sell: | None | N/A | None | N/A |
TOTAL: | None | N/A | None | N/A |
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: | None |
Details, including nature of the rights concerned and relevant percentages: | N/A |
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): |
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 of any person acting in concert with the party to the offer making the disclosure: |
WG Partners LLP, a trading name of Charles Stanley & Co. Ltd (Financial Adviser to Ark Therapeutics Group plc) - 767,765 ordinary shares of 1p each representing 0.37% of the total issued share capital of Ark Therapeutics Group plc.
|
3.1 Shares held by the directors of Ark Therapeutics Group plc
Name of director | Number of shares | Percentage of issued share capital
|
Professor S Ylä-Herttuala | 3,162,835 | 1.51 |
D Prince | 16,486 | 0.01 |
Dr D Bloxham | 273,972 | 0.13 |
I Ross | *822,000 | 0.39 |
C Spicer | **551,395 | 0.26 |
* Held through Mr. Ross' Self Invested Pension Plan ("SIPP")
** Held through Mr. Spicer's SIPP
3.2 Rights to subscribe for shares in Ark Therapeutics Group plc
Name of director | Date of grant | Earliest exercise date
| Expiry date | Exercise price (GPB (£)) | Options held over number of shares
|
D Prince
| 26/05/2004 | 26/05/2005 | **26/05/2014 | £1.33 | 150,000 |
Professor S Ylä-Herttuala | 24/09/2003 | 24/09/2004 | *23/09/2013 | 50.00p | 50,000 |
29/01/2004 | 28/01/2005 | *27/01/2014 | 60.50p | 50,000 | |
28/09/2004 | 28/09/2004 | 31/12/2014 | 60.00p | 99,999 | |
12/03/2005 | 12/03/2008 | ***11/03/2015 | 96.25p | 50,000 | |
04/01/2006 | 04/01/2009 | ***03/01/2016 | £1.04 | 50,000 | |
03/01/2007 | 03/01/2010 | ****02/01/2017 | 94.75p | 16,500 | |
03/01/2008 | 03/01/2011 | ****02/01/2018 | 94.00p | 13,998 | |
05/01/2009 | 05/01/2012 | ****04/01/2019 | 39.25p | 70,000 | |
I Ross | 10/09/2010 | 09/09/2012 | *****08/09/2015 | 11.55p | 2,000,000 |
17/04/2012 | 17/04/2015 | ******16/04/2022 | 3.5p | 2,000,000 | |
Dr D Venables | 17/04/2012 | 17/04/2015 | ******16/04/2022 | 3.5p | 5,000,000 |
* Exercisable over four years in equal instalments.
** Exercisable over three years in equal instalments.
*** Vest, subject to performance conditions, over four years in equal instalments: exercisable after three years
**** Vest, subject to performance conditions, over three years: exercisable after three years
***** 1/24th vest at the end of each successive calendar month after 9/9/10 and until and including September 2012. Exercisable from 9/9/12 to 8/9/15
****** Vest in three equal tranches on the third, fourth and fifth anniversaries of the date of grant, but will only be exercisable if the share price on the exercise date is at least twice the exercise price at the date of grant.
Included in the preceding table are retained options held by Professor S Ylä-Herttuala over shares in Ark Therapeutics Limited, but, under an agreement dated 12 July 2002 between Ark Therapeutics Limited, Ark Therapeutics Group plc and Professor S Ylä-Herttuala, on any exercise of these options Ark Therapeutics Limited shares subject to option shall be issued directly to Ark Therapeutics Group plc and Ark Therapeutics Group plc shall issue the equivalent number of its shares to Professor S Ylä-Herttuala.
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: |
6 February 2013 |
| Contact name: | Sue Steven |
| Telephone number: | +44 (0)20 7388 7722 |
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.