18th Nov 2016 13:46
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: | Sepura 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. |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Sepura plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 18 November 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? If it is a cash offer or possible cash offer, state "N/A" | NO |
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:
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| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(2) Cash-settled derivatives:
| Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
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) Shares held by directors of Sepura plc
Director | Number of Sepura plc shares | Percentage of existing Sepura plc shares |
Sion Kearsey (NED) | 10,433,657 | 2.82 |
Nigel Smith (Independent NED) | 28,444 | 0.01 |
Gordon Stuart (Independent NED) | 21,333 | 0.01 |
Gordon Watling | 342,295 shares | 0.09 |
Long Term Incentive Plan
Director | Maximum number of ordinary shares awarded | Date of grant | Exercise price per grant | Vesting date |
Richard Smith | 664,907 | 5 August 2016 | nil | 5 August 2019 |
196,990 | 4 January 2016 | nil | 4 January 2019 | |
Gordon Watling | 615,655 | 5 August 2016 | nil | 5 August 2019 |
316,698 | 13 August 2015 | nil | 5 August 2018 | |
312,391 | 17 June 2014 | nil | (4 year vesting - exceptional award) 17 June 2018 | |
312,391 | 17 June 2014 | nil | 17 June 2017 |
Deferred Share Awards
Director | Maximum number of ordinary shares awarded | Date of grant | Exercise price per grant | Vesting date |
Gordon Watling | 50,582 | 31 July 2013 | nil | 4 June 2016 (3 years from date of Company's preliminary results issued on 4 June 2013) |
| 35,633 | 17 June 2014 | nil | 10 June 2017 (3 years from date of Company's preliminary results issued on 10 June 2014) |
| 16,816 | 14 July 2015 | nil | 7 July 2017 (2 years from date of Company's preliminary results issued on 7 July 2015) |
3(c) Interests of other presumed concerted parties[1]
Name | Number of Sepura plc shares | Percentage of existing Sepura plc shares |
Tonia Watling (spouse of Gordon Watling) | 266,929 | 0.07 |
Jonathan Green1 | 24,058,709 | 6.49 |
John Drinkwater1 | 2,550,000 | 0.69 |
Michael Sherwood1 | 16,836,599 | 4.54 |
] The sole reason for the inclusion of Messrs Green, Sherwood and Drinkwater in Sepura's opening position disclosure is that under the City Code on Takeovers and Mergers and in accordance with the guidance of the Panel on Takeovers and Mergers, there is an automatic presumption that as original founders of Sepura, such individuals are acting in concert with Sepura.
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.
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(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.
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 18 November 2016 |
| Contact name: | Peter Connor |
| Telephone number: | 01223 694751 |
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.
Related Shares:
SEPU.L