6th Apr 2016 15:30
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE AMENDMENT- PART 3 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: | Skyepharma 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 | Skyepharma PLC |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held: The latest practicable date prior to the disclosure | 6 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? If it is a cash offer or possible cash offer, state "N/A" | Yes - Vectura Group PLC as Offeror |
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 GBP1.00 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: | 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- AMENDED
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) Beneficial holdings of directors (including their close relatives and related trusts) of Skyepharma PLC in its ordinary shares
(1) the registered holder of (i) 182,926 is Lawshare Nominees Ltd of which 20,000 shares are held beneficially by Mr Grant's spouse and (ii) 24,723 is Computershare Trustees Limited A/C SKPSIP (2) the registered holder of 871 is Computershare Nominees (Channel Islands) Limited A/C 3NKAV (3) the registered holder of (i) 59,869 shares is N.Y. Nominees Limited (for Merrill Lynch); and (ii) 1,246 Computershare Nominees (Channel Islands) Limited A/C 3NKAV (4) the registered holder of 20,000 is Vidacos Nominees Ltd A/C CLRLUX
3(b) Interests in Skyepharma PLC ordinary shares held by directors in awards of ordinary shares under the Skyepharma Long Term Incentive Plan 2012, the Skyepharma Share Incentive Plan 2014 and the Skyepharma International Share Plan
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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" |
Vectura Group PLC and Skyepharma PLC have entered into a mutual confidentiality agreement dated 18 January 2016. The confidentiality agreement includes standstill obligations which, subject to certain exceptions and for a period of 18 months from the date of the agreement, prohibit Vectura Group PLC from, amongst other things, acquiring, offering to acquire or announcing any offer to acquire any Skyepharma PLC shares or soliciting proxies or votes from any Skyepharma PLC shareholder.
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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: | 6 April 2016 |
| Contact name: | John Murphy |
| Telephone number: | +44 (0)20 7881 1172 |
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:
SKP.LVEC.L