Form 8 (OPD) Advanced Oncotherapy plc

Advanced Oncotherapy PLC

24 May 2023

 

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:	Advanced Oncotherapy 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	Advanced Oncotherapy plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	2 May 2023
(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"	N/A

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:	25p Ordinary
	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:	8,645,405	1.61	Nil	0
TOTAL:	8,645,405	1.61	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:	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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

The Directors of Advanced Oncotherapy plc (the "Company") have the following interests in the Company: Details of Ordinary Shares and share options owned by the Directors of the Company: Board Member # Ordinary Shares # Options Details on the Options Dr Enrico C Vanni 4,076,361  N/A  N/A Dr Michael Sinclair & Family 9,440,814 6,045,000 • 545,000 options with an exercise price of 100p and maturity date as of 20/02/2024 issued on 21/02/2019. • 5,500,000 options with an exercise price of 50p and maturity date as of 04/10/2025 issued on 05/10/2020. Dr Piers Nicholas Plowman 4,675,304  N/A  N/A Mr Hans von Celsing 982,499  N/A  N/A Mr Michael Bradfield 8,354,240  N/A  N/A Mr Nicolas Serandour 2,177,134 7,900,000 • 1,400,000 options with an exercise price of 100p and maturity date as of 20/02/2024 issued on 21/02/2019. • 6,500,000 options with an exercise price of 50p and maturity date as of 04/10/2025 issued on 05/10/2020. Mrs Lori Cross 293,749  N/A  N/A Mrs Renhua Zhang and Liquid Harmony 45,757,097  N/A  N/A Prof Steve Myers 1,540,569 1,715,000 • 215,000 options with an exercise price of 100p and maturity date as of 20/02/2024 issued on 21/02/2019. • 1,500,000 options with an exercise price of 50p and maturity date as of 04/10/2025 issued on 05/10/2020. Details of warrant and secured convertible notes owned by the Directors of the Company: Board Member # Warrants Details on the Warrants Secured Convertible Notes Details on the Secured Convertible Notes Dr Enrico C Vanni 740,816  • 40,816 warrants issued on 31/08/2018 with an exercise price of 100p and maturity date as of 31/08/2023  • 500,000 warrants issued on 03 March 2022 with an exercise price at 60p and maturity date as of 28 February 2025 • 200,000 warrants issued on 18/08/2022 with an exercise price of 25p and maturity date as of 01/07/2026 £30,000 Maturity date is the date falling nine months from the date of this Agreement, option to convert at 20% discount to next equity raising, interest of 1.25% per month. Includes a revenue sharing agreement with Harley Street Centre (See RNS 5649R dated 1 March 2023 for further details). Dr Michael Sinclair & Family  430,000  • Issued on 18/08/2022 with an exercise price of 25p and maturity date as of 01/07/2026 £563,000 As above Dr Piers Nicholas Plowman 61,224  • Issued on 31/08/2018 with an exercise price of 100p and maturity date as of 31/08/2023 £10,000 As above Mr Hans von Celsing 6,000  • Issued on 31/08/2018 with an exercise price of 100p and maturity date as of 31/08/2023 £10,000 As above Mr Michael Bradfield  N/A  N/A £80,000 As above Mr Nicolas Serandour  N/A  N/A £10,000 As above Mrs Renhua Zhang and Liquid Harmony  140,000  • Issued on 18/08/2022 with an exercise price of 25p and maturity date as of 01/07/2026 N/A  N/A Prof Steve Myers  N/A  N/A £25,000 As above

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)	YES
Supplemental Form 8 (SBL)	NO

Date of disclosure:	24 May 2023
Contact name:	Henry Clarke
Telephone number:	+ 44 20 3325 8290

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

1.         KEY INFORMATION

Full name of person making disclosure:	Advanced Oncotherapy Plc
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	Advanced Oncotherapy Plc

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
25p ordinary	See 3 below	Written	8,645,405	0	See 3 below	17 July 2024

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

Advanced Oncotherapy holds an option to re-purchase 8,645,405 of the shares held by Cosylab for nil consideration should Cosylab fail to deliver software (control system for a linear accelerator) to Advanced Oncotherapy under the Development Agreement.

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 [phone].

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END