9 Jun 2021 11:30
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: | Vectura 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. 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 | Vectura Group plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 8 June 2021 |
(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 0.0271 pence 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: | ||||||||||
3(a) Interests of directors of Vectura Group plc (and their close relatives and related trusts) in ordinary shares of Vectura Group plc | ||||||||||
Director | Number of ordinary shares | Percentage of total issued share capital (%) | ||||||||
Bruno Angelici | 236,385 | 0.039 | ||||||||
Will Downie | 4,510* | 0.000 | ||||||||
Paul Fry | 128,578* | 0.021 | ||||||||
Per-Olof Andersson | 46,153 | 0.008 | ||||||||
Kevin Matthews | 12,000 | 0.002 | ||||||||
Juliet Thompson | 45,261 | 0.008 | ||||||||
Paul Fry's father | 500 | 0.000 | ||||||||
*Includes shares held under the Vectura Share Incentive Plan | ||||||||||
3(b) Interests of directors of Vectura Group plc (and their close relatives and related trusts) in Vectura Group plc share options/awards in respect of ordinary shares | ||||||||||
Director | Description of option/award | Number and class of relevant securities under option/award | Date of grant | Exercise price | Vesting date | Lapse date | ||||
Will Downie | Option under the Vectura 2015 Long Term incentive Plan ("LTIP") | 933,421 Ordinary Shares | 1 June 2020 | £0.000271
| 1 June 2023
| 31 May 2030 | ||||
Option under the LTIP | 755,949 Ordinary Shares | 24 March 2021 | £0.000271 | 24 March 2024 | 23 March 2031 | |||||
Option under the Option under the Vectura Group plc Deferred Share Bonus Plan 2017 ("DSBP") | 4,263 Ordinary Shares | 24 April 2020 | Nil
| 24 April 2022
| 24 April 2030
| |||||
Option under the DSBP | 108,025 Ordinary Shares | 24 March 2021 | Nil | 24 March 2023
| 24 March 2031 | |||||
Paul Fry | Option under the LTIP | 864,966 Ordinary Shares | 24 April 2019 | £0.000271
| 25 April 2022 | 24 April 2029
| ||||
Option under the LTIP | 756,724 Ordinary Shares | 1 June 2020
| £0.000271 | 1 June 2023 | 31 May 2030
| |||||
Option under the LTIP | 612,848 Ordinary Shares | 24 March 2021 | £0.000271
| 24 March 2024
| 23 March 2031 | |||||
Option under the LTIP | 159,896 Ordinary Shares | 22 October 2018 | £0.000271
| 22 October 2021 | 21 October 2028 | |||||
Option under the Vectura Group plc Deferred Share Bonus Plan 2017 | 81,089 Ordinary Shares
| 24 March 2021
| Nil | 24 March 2023 | 24 March 2031
| |||||
Option under the Vectura Group plc 2014 Sharesave Scheme | 28,607 Ordinary Shares | 26 March 2019 | £0.6292
| 1 May 2022
| 1 November 2022 | |||||
3(c) Interests in ordinary shares of Vectura Group plc held by other concert parties of Vectura Group plc | ||||||||||
Concert Party | Number of ordinary shares | Percentage of total issued share capital (%) | ||||||||
J.P. Morgan Chase Bank (Custody) | 22 | 0.000 | ||||||||
| ||||||||||
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: | 9 June 2021 |
| Contact name: | Shayan Junaid |
| Telephone number: | +44 (0) 20 7006 3001 |
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.