1st Apr 2016 10:37
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 ("Vectura") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
| N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
| Vectura Group plc |
(d) Is the discloser the offeror or the offeree? | Offeror |
(e) Date position held:
| 1 April 2016 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the 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 £0.00025 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 | - |
(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) Vectura shares held by its associated companies
(Note: The percentages below are calculated on the basis of 410,530,184 ordinary shares in issue as at the date of this disclosure)
(b) Vectura shares held by directors of Vectura or their close family members or related trusts (excluding any entitlements under the stock options plan set out below)
(Note: The percentages below are calculated on the basis of 410,530,184 ordinary shares in issue as at the date of this disclosure)
(c) Directors' rights to subscribe for Vectura shares under Vectura share plans
Sharesave
LTIPs
One-off award(1)
(1) James Ward-Lilley was granted a one-off award of nil cost options as follows: (i) option over 285,994 Vectura Shares which vested on 24 September 2015; (ii) option over 285,994 Vectura Shares which shall vest on 24 September 2016 subject to the achievement of certain performance conditions; (iii) option over 285,994 Vectura Shares which shall vest on 7 June 2016, subject to the TSR performance criteria of Vectura's 2013 LTIP award made under the 2012 LTIP scheme rules; and (iv) option over 273,635 Vectura Shares which shall vest on 1 July 2017, subject to the TSR performance criteria of Vectura's 2014 LTIP award made under the 2012 LTIP scheme rules. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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:
|
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | No |
Supplemental Form 8 (SBL) | No |
| Date of disclosure: | 1 April 2016 |
| Contact name: | Andrew Oakley |
| Telephone number: | +44 (0)1249 667700 |
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 disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
VEC.L