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4 May 2010 13:54
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
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(a) Identity of the party to the offer making the disclosure: |
ARK THERAPEUTICS GROUP PLC |
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
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(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 |
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(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEREE |
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(e) Date position held: |
4 May 2010 |
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
NO If YES, specify which: |
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
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Class of relevant security:
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|||
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Interests |
Short positions |
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Number |
% |
Number |
% |
|
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(1) Relevant securities owned and/or controlled: |
Nil |
N/A |
Nil |
N/A |
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(2) Derivatives (other than options): |
Nil |
N/A |
Nil |
N/A |
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(3) Options and agreements to purchase/sell: |
Nil |
N/A |
Nil |
N/A |
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TOTAL: |
Nil |
N/A |
Nil |
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
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Class of relevant security in relation to which subscription right exists: |
None |
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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
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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): |
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N/A
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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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: |
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See below - all interests relate to ordinary shares of 1 pence each
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Director of Ark Therapeutics Group plc |
Number of shares held |
Percentage of issued share capital |
Share options held |
Option Exercise price per share pence |
Date from which exercisable |
Expiry date |
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Peter Keen |
194,965 |
0.09 |
150,000 |
60.50 |
28/01/2005 |
* 27/01/2014
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Dr Nigel Parker
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3,154,579 |
1.50 |
428,000 400,000 350,000 400,000 500,000 395,545 244,107 86,625
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69.00 74.00 50.00 60.50 60.50 96.25 104.00 94.75 |
24/05/2002 21/03/2003 24/09/2004 28/01/2005 02/02/2005 12/03/2008 04/01/2009 03/01/2010
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* 23/05/2011 * 20/03/2012 * 23/09/2013 * 27/01/2014 * 01/02/2014 ***11/03/2015 ***03/01/2016 ****02/01/2017 |
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Dr Wolfgang Plischke
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Nil |
N/A |
150,000
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60.50 |
28/01/2005 |
** 27/01/2014 |
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David Prince |
16,486 |
0.007 |
150,000 |
133.00 |
26/05/2005 |
** 26/05/2014
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Sir Mark Richmond |
14,118 |
0.006 |
120,000 150,000 |
69.00 60.50 |
21/03/2002 28/01/2005 |
23/05/2011 ** 27/01/2014
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Martyn Williams |
551,310 |
0.26 |
300,000 200,000 54,542 145,458 180,000 180,000 90,000 158,220 94,696 33,000 |
30.00 69.00 74.00 74.00 50.00 60.50 60.50 96.25 104.00 94.75 |
08/03/2004 24/05/2002 04/04/2003 21/03/2003 24/09/2004 28/01/2005 02/02/2005 12/03/2008 04/01/2009 03/01/2010 |
*****05/12/2011 * 23/05/2011 * 03/04/2012 * 20/03/2012 * 23/09/2013 * 27/01/2014 * 01/02/2014 ***11/03/2015 ***03/01/2016 ****02/01/2017
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Professor Seppo Ylä-Herttuala |
3,162,835 |
1.51 |
60,000 50,000 50,000 99,999 50,000 50,000 16,500 60,000 350,000 150,000 |
74.00 50.00 60.50 60.00 96.25 104.00 94.75 94.00 39.25 16.05 |
21/03/2003 24/09/2004 28/01/2005 28/09/2004 12/03/2008 04/01/2009 03/01/2010 03/01/2011 05/01/2012 07/01/2013 |
* 20/03/2012 * 23/09/2013 * 27/01/2014 31/12/2014 ***11/03/2015 ***03/01/2016 ****02/01/2017 ****02/01/2018 ****04/01/2019 ****07/01/2020 |
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Andrew Christie |
25,865 |
0.012 |
Nil |
N/A |
N/A |
N/A |
* 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
***** Original expiry date of 05/12/09 extended by two years
Long Term Incentive Plan Awards
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Director of Ark Therapeutics Group plc |
Share Options Held |
Exercise price pence |
Date from which exercisable |
Expiry date |
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Dr N Parker |
145,000 |
- |
04/01/2009 |
*04/01/2016 |
|
|
86,625 |
- |
03/01/2010 |
*03/01/2017 |
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M Williams |
56,250 |
- |
04/01/2009 |
*04/01/2016 |
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33,000 |
- |
03/01/2010 |
*03/01/2017 |
*Vest, subject to performance conditions, and exercisable after three years
Directors' Family Benefit Trust interests
Conditional transfers of shares made to sub-funds within the Ark Therapeutics Family Benefit Trust of which Dr Parker and Mr Williams are among the class of beneficiary:
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Director of Ark Therapeutics Group plc |
Transferred to sub-fund |
Price (pence) payable on vesting |
Earliest vesting date |
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Dr N Parker |
315,000 |
Nil |
03/01/2011 |
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315,000 |
94.00 |
03/01/2011 |
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|
600,000 |
Nil |
04/01/2012 |
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200,000
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39.25 |
04/01/2012 |
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M Williams |
120,000 |
Nil |
03/01/2011 |
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120,000 |
94.00 |
03/01/2011 |
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240,000 |
Nil |
04/01/2012 |
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160,000 |
39.25 |
04/01/2012 |
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
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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" |
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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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" |
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None |
(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
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Supplemental Form 8 (SBL) |
NO |
| Date of disclosure: |
4 May 2010 |
| Contact name: |
Martyn Williams |
| Telephone number: |
0207 388 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.
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