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Form 8 (OPD) - Quantum Pharma Plc

29th Aug 2017 15:20

RNS Number : 2148P
Quantum Pharma PLC
29 August 2017
 

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:

Quantum 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.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Quantum Pharma Plc

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

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

29 August 2017

(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:

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

Nil

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

Nil

Nil

Nil

 

TOTAL:

Nil

Nil

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:

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:

 

BENEFICIAL HOLDINGS OF THE DIRECTORS OF QUANTUM PHARMA PLC AND THEIR CLOSE RELATIVES AND RELATED TRUSTS IN QUANTUM PHARMA PLC SHARES:

 

Name

No. of ordinary shares held

Percentage of ordinary shares held

Gerard Murray (CFO)

200,000

0.12

Chris Rigg (CEO)

162,059

0.10

Dr. John Brown (Senior Independent Non-executive Director)

73,529

0.04

Ian Johnson (Non-executive Chairman)

58,824

0.03

Christopher Mills (Non-executive Director)(1)

0

0

 

(1) Christopher Mills, who is a Non-executive Director of Quantum Pharma Plc, is the Chief Executive of North Atlantic Smaller Companies Investment Trust plc, Director of Oryx International Growth Fund Limited and also Chief Executive Officer of Harwood Capital LLP which owns 14.8% of Quantum Pharma plc.

 

INTERESTS OF THE DIRECTORS OF QUANTUM PHARMA PLC IN OPTIONS OVER QUANTUM PHARMA PLC SHARES:

 

Name

Plan

Date of grant

Exercise price (pence)

Exercisable from

Expiry date

Number of options active

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chris Rigg

LTIP

18.07.2016

Nil

Later of 18.07.2019 and date when the Remuneration Committee determines the extent which the performance targets have been achieved, or on a change of control.

18.07.2026

446,281

LTIP

10.11.2016

30

On the mid-market closing

share price being greater than 140.0 pence for an average of 90 days or on a change of control

The options shall lapse if the target has not

been achieved on or before 31.12.2021 and the exercise period runs from the vesting date until 09.11.2026

6,000,000

Gerard Murray

LTIP

23.01.2017

30

On the mid-market closing

share price being greater than 140.0 pence for an average of 90 days or on a change of control

The options shall lapse if the target has not

been achieved on or before 31.12.2021 and the exercise period runs from the vesting date until 22.01.2027

1,100,000

 

 

 

 

 

 

INTERESTS OF THOSE PERSONS PRESUMED TO BE ACTING IN CONCERT WITH QUANTUM PHARMA PLC:

 

Name

No. of ordinary shares held

Percentage of ordinary shares held

N+1 Singer Capital Markets Limited

125,000

0.0739

Harwood Capital LLP(2)

25,000,000

14.78

 

(2) Harwood Capital LLP's shareholding of 25,000,000 ordinary shares includes 10,000,000 ordinary shares in which North Atlantic Smaller Companies Investment Trust plc is interested and 15,000,000 ordinary shares in which Oryx International Growth Fund Limited is interested of which 5,000,000 ordinary shares are registered in the name of Securities Services Nominees Limited

 

 

 

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:

29 August 2017

Contact name:

Chris Rigg, Chief Executive Officer

Gerard Murray, Chief Financial Officer

Telephone number:

+44 (0) 1207 279 404

 

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.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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