13th Oct 2014 09:20
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: | STERIS Corporation |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | STERIS Corporation |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEROR |
(e) Date position held: | 10 October 2014 |
(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:
| ORDINARY SHARES | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | NIL | - | NIL | - |
(2) Derivatives (other than options): | NIL | - | NIL | - |
(3) Options and agreements to purchase/sell: | NIL | - | NIL | - |
TOTAL: | NIL | - | NIL | - |
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: | None |
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): | |||
Solar New Holdco Ltd has received the following irrevocable undertakings to vote in favour of the merger between Synergy Health plc and STERIS Corporation from directors of Synergy Health plc and shareholders who hold shares in Synergy Health plc.
| |||
NAME | NUMBER OF SYNERGY HEALTH SHARES | PER CENT. OF SYNERGY HEALTH'S ISSUED SHARE CAPITAL* | OPTIONS AND AWARDS IN SYNERGY HEALTH |
DIRECTORS AND THEIR CONNECTED PERSONS | |||
Adrian Coward | 38,003 | 0.06% | LTIP: 89,215 Co-Investment: 69,702 |
Constance Baroudel | 735 | 0.00% | 0 |
Gavin Hill | 39,884 | 0.07% | LTIP 77,630
Co-Investment: 71,768 |
Richard Steeves | 219,222 | 0.37 | LTIP: 193,504 Co-Investment: 155,864 |
Anna Steeves | 481,779 | 0.82 | 0 |
SHAREHOLDERS | |||
Kabouter Management LLC | 2,179,398 | 3.69% | 0 |
AXAInvestment Managers UK | 7,131,818 | 12.08% | 0 |
* 59,024,389 Synergy shares currently in issue
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: |
See below
|
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).
3.1 STERIS DIRECTORS
NAME OF DIRECTOR | NUMBER OF SHARES OF COMMON STOCK HELD[1] | PER CENT. OF TOTAL ISSUED COMMON STOCK OF 59,420,378 SHARES (EXCLUDING TREASURY SHARES)[2] |
WALTER M ROSENBROUGH JR | 126,274 | 0.21% |
RICHARD C BREEDEN | 97,537 | 0.16% |
LOYAL W WILSON | 27,745 | 0.05% |
JOHN P WAREHAM | 23,256 | 0.04% |
MICHAEL B WOOD | 22,855 | 0.04% |
JACQUELINE B KOSECOFF | 20,362 | 0.03% |
KEVIN M MCMULLEN | 19,991 | 0.03% |
MOHSEN M SOHI | 16,825 | 0.03% |
CYNTHIA L FELDMANN | 10,000 | 0.02% |
DAVID B LEWIS | 6,684 | 0.01% |
3.2 STERIS DIRECTORS' STOCK OPTIONS AND UNITS
(A) OPTION TO PURCHASE COMMON SHARES
NAME OF DIRECTOR | NUMBER OF OUTSTANDING OPTIONS TO PURCHASE COMMON SHARES[3] |
WALTER M ROSENBROUGH JR | 744,800 |
RICHARD C BREEDEN | 25,066 |
MICHAEL B WOOD | 43,796 |
LOYAL W WILSON | 39,212 |
JOHN P WAREHAM | 59,330 |
JACQUELINE B KOSECOFF | 48,453 |
KEVIN M MCMULLEN | 39,212 |
MOHSEN M SOHI | 33,318 |
CYNTHIA L FELDMANN | 7,999 |
DAVID B LEWIS | 9,472 |
(B) CAREER RESTRICTED STOCK UNITS
NAME OF DIRECTOR | NUMBER OF CAREER RESTRICTED STOCK UNITS ("CRSUs")[4] HELD |
JOHN P WAREHAM | 4,111 |
LOYAL W WILSON | 8,434 |
JACQUELINE B KOSECOFF | 2,845 |
CYNTHIA L FELDMANN | 5,110 |
DAVID B LEWIS | 6,177 |
RICHARD C BREEDEN | 5,587 |
MICHAEL B WOOD | 1,309 |
3.3 THE STERIS CORPORATION 401(k) PLAN
NUMBER OF SHARES OF COMMON STOCK HELD AT 7 OCTOBER 2014[5] | |
THE STERIS CORPORATION 401(k) PLAN | 686,948 |
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: | 13 October 2014 |
Contact name: | J. Adam Zangerle |
Telephone number: | U.S.A, Tel: 001 440 392 7108 |
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.
[1] These amounts include common shares of STERIS Corporation held by the directors both directly and indirectly. In some cases the shares are held in trusts, as disclosed in Securities and Exchange Commission filings.
2 These amounts include common shares of STERIS Corporation held by the directors both directly and indirectly. In some cases the shares are held in trusts, as disclosed.
3 STERIS Non-Qualified Stock Options, including both vested and unvested options. When vested the holder is entitled to purchase one share of STERIS common stock at a price per share equal to the closing market price of STERIS corporation on the grant date. Information containing full details of the directors options are set out on the website at www.steris.com/synergy.
4 The number of CRSUs a director is entitled to receive for each annual term will be determined based upon the dollar amount of the retainer fees elected to be received in CRSUs and the STERIS per share closing price on the NYSE on a specified date at the beginning of the annual term. A director's CRSUs will be settled in STERIS common shares six months after the cessation of the director's board service.
5 The STERIS Corporation 401(k) Plan includes a STERIS Stock Fund. Each participant in the STERIS Stock Fund holds a certain number of STERIS Stock Units that are the equivalent of a certain number of STERIS common shares. As of 7 October 2014, the STERIS Stock Fund held in total 704,215.590 units which were the equivalent of 686,948 STERIS common shares. With regards to voting at the Annual Meeting of Shareholders, Vanguard Fiduciary Trust Company, acts as trustee under the STERIS Corporation 401(k) Plan and Trust. All common shares of STERIS Corporation held under the Plan for which the trustee does not receive a direction from a participant in the plan will be voted by the trustee in the same proportion as it votes those shares with respect to which it does receive voting instructions.
Additional Information
This document is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there by any sale, issuance, exchange or transfer of the securities referred to in this document to any jurisdiction in contravention of applicable law. Subject to future developments, STERIS may file a registration statement and/or tender offer documents with the SEC in connection with a combination. Holders of Synergy Health and/or STERIS shares should read those filings, and any other filings made by STERIS with the SEC in connection with the combination, as they will contain important information. Those documents, if and when filed, as well as STERIS's other public filings with the SEC may be obtained without charge at the SEC's website at www.sec.gov and at STERIS's website at www.STERIS.com/about/ir/sec.cfm.
Related Shares:
SYR.L