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Public Opening Position Disclosure

29th Mar 2018 10:08

RNS Number : 3916J
Vernalis PLC
29 March 2018
 

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:

Vernalis plc ("Offeree")

(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

Vernalis plc

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

Offeree

(e) Date position held:

The latest practicable date prior to the disclosure

28 March 2018

(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

If YES, specify which:

 

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 £0.01 each

(ISIN: GB00B3Y5L754)

 

 

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

 

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 in the Offeree's Ordinary Shares of £0.01 pence each beneficially held by directors of the Offeree and their concert parties

 

Class of relevant security

Ordinary Shares of £0.01 each (ISIN: GB00B3Y5L754)

Name

Number

%

Ian Garland (1)

1,141,167

0.217

David Mackney (2)

533,600

0.101

Peter Fellner (3)

270,000

0.051

Carol Ferguson (4)

156,212

0.030

Nigel Sheail (5)

346,838

0.066

Total

2,447,817

0.465

(1) Includes interest held by Forest Nominees on behalf of Mr Garland

(2) Includes interest held by Forest Nominees on behalf of Mr Mackney

(3) Includes interest held by Roy Nominees on behalf of Dr Fellner and Mrs Fellner

(4) Includes interest held by Interactive Investor Services Nominees Limited on behalf of Ms Ferguson

(5) Includes interest held by Lynchwood Nominees and Forest Nominees on behalf of Mr Sheail

 

(b) Interests in the Offeree's Ordinary Shares of £0.01 pence each held by directors of the Offeree pursuant to the Offeree's 2012 Value Builder Plan ("VIP") and the 2016 Executive Incentive Plan ("EIP")

 

Class of relevant security

Ordinary Shares of £0.01 each (ISIN: GB00B3Y5L754)

Scheme Name

Maximum number of Shares

Exercise Price Per Share

Date from which Exerciseable

Expiry Date

Ian Garland

VBP

937,468

£0.010

Oct 2017

Oct 2022

VBP

3,105,912

£0.010

Oct 2018

Oct 2023

VBP

2,070,608

£0.010

Oct 2019

Oct 2024

Sharesave

15,734

£0.572

Feb 2019

Aug 2019

6,129,722

David Mackney

VBP

652,858

£0.010

Oct 2017

Oct 2022

VBP

2,162,977

£0.010

Oct 2018

Oct 2023

VBP

1,441,984

£0.010

Oct 2019

Oct 2024

Sharesave

15,734

£0.572

Feb 2019

Aug 2019

4,273,553

 

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 March 2018

Contact name:

Susan Wallcraft, Company Secretary

Telephone number:

+44 (0) 118 938 0023

 

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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