2 Aug 2018 13:13
The following amendment has been made to the "Public opening position disclosure by a party to an offer" announcement released on 19 July 2018 under RNS no.1922V.
In the "Positions of persons acting in concert with the party to the offer making the disclosure" section, details of the Directors' Annual Bonus Plan were previously omitted. This has now been disclosed in section 3 (c) below.
All other details remain unchanged. The full amended text is show 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: | SINCLAIR PHARMA 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 | SINCLAIR PHARMA PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 19 JULY 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 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:
| ORDINARY SHARES OF 1P EACH | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | NIL |
| NIL |
|
(2) Cash-settled derivatives:
| NIL |
| NIL |
|
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL |
| NIL |
|
TOTAL: | NIL |
| NIL |
|
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: | 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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||||||||
a) Beneficial interests of Directors of Sinclair Pharma PLC and their connected parties and its ordinary shares of 1p each:
b) Sinclair Pharma PLC operates a Value Creation Plan (VCP) which grants VCP units to executive Directors and certain senior managers. VCP units have no value at grant but may convert into nil cost options over ordinary shares of 1p each subject to the share price reaching certain targets at five separate dates over a five-year performance period. The following nil cost options were previously awarded to executive Directors under the terms of the VCP:
c) Sinclair Pharma PLC operates the Sinclair Pharma PLC 2013 Bonus Plan (Bonus Plan) annually. The Bonus Plan allows for a discretionary bonus to be awarded to Christopher Paul Spooner and Alan Musgrave Olby at the financial year end. The payment is arranged as follows: · 50% of the bonus is deferred into a plan account · The amount in the plan account is revalued every year based on share price movements · Participants receive a cash payment of 50% of the revalued amount every year · In year four, when the plan ends, the participants may receive the balance in shares
Two Directors hold the following number of notional shares, which could convert into ordinary shares of 1p each when the plan ends at the discretion of the Board:
d) Connected Advisors:
|
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: | 19 July 2018 |
| Contact name: | Jayne Burrell |
| Telephone number: | 020 7467 6920 |
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.