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Form 8 (OPD) - Clinigen Group plc

14th Dec 2021 16:36

RNS Number : 6442V
Clinigen Group plc
14 December 2021
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rule 8.2 of the Takeover Code (the "Code")

 

1. KEY INFORMATION

 

(a) Full name of discloser:

Clinigen 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

Clinigen Group plc

(d) Is the discloser the offeror or the offeree?

Offeree

(e) Date position held:

The latest practicable date prior to the disclosure

14 December 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 £0.001 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:

Nil

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

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) Interests held by the directors of Clinigen Group plc (and their related persons if applicable)

 

Director

Number of Ordinary Shares held

Percentage of total issued share capital (to two decimal places)

Elmar Schnee

10,000

0.01

Shaun Chilton

330,044

0.25

Anne Hyland

11,858

0.01

Alan Boyd

7,000

0.01

Total:

358,902

0.27

 

 

(b) Options and awards held by directors of Clinigen Group plc in its ordinary shares:

 

Long Term Incentive Plan

 

Clinigen Director

Maximum number of Clinigen Shares awarded (ordinary shares)

Date of grant

Exercise Period

Shaun Chilton

43,811

19 June 2015

25 September 2017 -

18 June 2025

34,452

30 November 2015

30 November 2018 -

29 November 2025

159,893

21 October 2016

21 October 2019 -

20 October 2026

20,943

16 October 2017

15 October 2020 -

15 October 2027

26,178

6 November 2017

5 November 2020 -

5 November 2027

63,604

31 October 2018

31 October 2021 -

30 October 2028

95,238

28 October 2019

28 October 2022 -

27 October 2029

127,442

22 October 2020

27 October 2023 -

22 October 2030

118,110

1 October 2021

30 September 2024 -

29 September 2031

Total:

689,671

-

-

 

 

 

 

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:

14 December 2021

Contact name:

Amanda Miller

Telephone number:

07764 784305

 

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.

 

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END
 
 
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