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Form 8 (OPD) Southern Cross Healthcare Group PLC

10th Sep 2010 16:02

RNS Number : 5221S
Southern Cross Healthcare Grp PLC
10 September 2010
 



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) Identity of the party to the offer making the disclosure:

Southern Cross Healthcare 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

The Directors of Southern Cross Healthcare Group PLC

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

Use a separate form for each party to the offer

Southern Cross Healthcare Group PLC

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEREE

(e) Date position held:

10/09/2010

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this 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:

 

1p Ordinary Shares

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

N/A

N/A

(2) Derivatives (other than options):

N/A

N/A

(3) Options and agreements to purchase/sell:

N/A

N/A

 

TOTAL:

N/A

N/A

 

All interests and all short positions should be disclosed.

 

Details of any open derivative or option positions, 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:

N/A

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

N/A

 

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.

 

(c) Irrevocable commitments and letters of intent

 

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

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 of any person acting in concert with the party to the offer making the disclosure:

Shares

Director

Shares

%

Jamie Buchan

200,307

0.107

Raymond Reginald Miles

163,837

0.087

Christopher C Fisher

100,000

0.053

Richard Neil Midmer

80,344

0.043

Nancy Jane Hollendoner

15,919

0.008

Baroness Sally Morgan of Huyton

2,222

0.001

 

 

Share Plans

Shares

Approved Option

Exercise Price

Earliest Vesting Date

PSP*1

Richard Neil Midmer

189,967

Nil

18/01/2013

Richard Neil Midmer

19,737

 

£1.52

18/01/2013

Jamie Buchan

353,618

Nil

18/01/2013

Jamie Buchan

19,737

£1.52

18/01/2013

Share Options*2

Richard Neil Midmer

1,000,000

£0.84

01/07/2011

Richard Neil Midmer

500,000

£1.26

01/07/2011

Richard Neil Midmer

500,000

£1.68

01/07/2011

Richard Neil Midmer

500,000

£2.50

01/01/2012

Jamie Buchan

1,800,000

£1.00

01/01/2012

Jamie Buchan

600,000

£1.50

01/01/2012

Jamie Buchan

600,000

£2.00

01/01/2012

Note: *1.

100% of the options can be exercised on attainment of a performance target based on Adjusted EPS. Specifically the condition is that Adjusted EPS for the 2012 financial year requires to be 24.13p for full vesting to occur. At Adjusted EPS of 22.23p, 20% of the award will vest. There is straight-line vesting between these points. In terms of the approved option, the option can be exercised to the extent that the share price on the exercise date exceeds the option price. At the time of vesting, to the extent that there is a gain on the option granted under the Approved Section, PSP options will be forfeited to the same value, thus maintaining the gross value of the award at the same level as it would have been had no CSOP award been made.

 

Note *2

The Chief Executive's share options are subject to the following performance conditions. The options will only be exercisable provided the share price is in excess of 130p at the time of exercise and adjusted EPS has grown by 5% compound between the 2008 financial year (adjusted EPS 19.60p) and the financial year ending on 30 September 2011. This EPS performance condition also applies to Option 4 of the Finance Director's share option award. If the EPS performance condition is not satisfied, the Committee may allow up to one third of the options affected to be exercised in the period up to 31 March 2012 if it is their opinion, acting fairly and reasonably, that the underlying financial performance of the Group satisfies allowing such exercise.

 

In the event of a takeover, to the extent that the Performance Conditions are satisfied, the Options may be exercised within one month (or such longer period as the Committee may permit).

 

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 3 for each additional class of relevant security.

 

Details of any open derivative or option positions, 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:

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:

10/09/2010

Contact name:

William McLeish

Telephone number:

01483 757696

 

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 dealing 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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