22nd Oct 2015 07:00
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer or person acting in concert making the disclosure: | Michael B. Wood |
(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 offeror/offeree | STERIS Corporation |
(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | Person acting in concert with the Offeror STERIS Corporation |
(e) Date dealing undertaken: | 21 October 2015 |
(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 PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing
Class of relevant security:
| Common Stock | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 34,131 | 0.06% | NIL | - |
(2) Derivatives (other than options): | NIL | - | NIL | - |
(3) Options and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | 34,131 | 0.06% | NIL | - |
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 (including directors' and other executive options)
Class of relevant security in relation to which subscription right exists: | 27,906 Total NQSOs[1] 2,362 Total CRSUs[2] |
Details, including nature of the rights concerned and relevant percentages: |
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.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
N/A
|
(b) Derivatives transactions (other than options)
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
N/A |
|
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
N/A |
(ii) Exercising
Class of relevant security | Product description e.g. call option | Number of securities | Exercise price per unit |
N/A |
(d) Other dealings (including subscribing for new securities)
Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
Common Stock
| Charitable donation | 797 | $68.80 |
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
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 or person acting in concert making the disclosure and any other person: 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 or person acting in concert making the disclosure 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: | 22 October 2015 |
| Contact name: | J. Adam Zangerle |
| Telephone number: | U.S.A, Tel: 001 440 392 7108 |
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 [email protected]. 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.
Additional Information
This document is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there by any sale, issuance, exchange or transfer of the securities referred to in this document to any jurisdiction in contravention of applicable law. Subject to future developments, STERIS may file a registration statement and/or tender offer documents with the SEC in connection with the combination. Holders of Synergy Health and/or STERIS shares should read those filings, and any other filings made by STERIS with the SEC in connection with the combination, as they will contain important information. Those documents, if and when filed, as well as STERIS's other public filings with the SEC may be obtained without charge at the SEC's website at www.sec.gov and at STERIS's website at www.STERIS.com/about/ir/sec.cfm.
[1] This amount represents vested STERIS Non Qualified Stock Options. The holder is entitled to purchase STERIS Common Stock at a price per share equal to the closing market price of STERIS Corporation on the grant date. Information containing full details of the Directors' options is set out on the website at www.steris.com/synergy.
[2] This amount represents STERIS Career Restricted Stock Units. Each Career Restricted Stock Unit represents the right to receive one STERIS Common Share six months after the cessation of the Director's Board service.
Related Shares:
SYR.L