Form 8 (OPD)

RNS Number : 0632X
Open Orphan PLC
17 December 2019
 

Open Orphan plc

 

("Open Orphan" or the "Company")

 

Disclosure under rule 8.1 and 8.2 of the Takeover Code

 

In accordance with Takeover code rule 8.1, the Company makes the following announcement:

 

 

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:

Open Orphan 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

Open Orphan plc

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

OFFEROR

(e) Date position held:

     The latest practicable date prior to the disclosure

13 December 2019

(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

 

 

 

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 0.1p each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

None


None


(2) Cash-settled derivatives:

 

None


None


(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

None


None


 

     TOTAL:

None


None


 

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:

 

Details of Concert Party shareholdings:

 


Current

% of current total

Raglan Road Capital Limited

  21,536,124

8.46%

Pamela Iver

  14,880,721

5.85%

Horizon Medical Technologies Limited

    4,630,136

1.82%

Anthony Richardson

  16,313,388

6.41%

Brendan Buckley

    7,845,860

3.08%

Crow Rock Capital Limited

    7,845,860

3.08%

Dairine Dempsey

    3,138,344

1.23%

Ian O'Connell

    3,138,344

1.23%

Montana Capital Limited

    1,376,466

0.54%

Clydagh Limited

    1,376,466

0.54%

Pat O'Neill

    1,569,172

0.62%

McNolan Ventures Limited

       470,974

0.19%

Carol Dalton

       313,983

0.12%

Bridget Chisolm

       313,983

0.12%

Ross Crocket

       313,983

0.12%

Dennis Jennings

    1,003,332

0.39%

Tom Tierney

    2,006,665

0.79%

Mount Amber International Limited

    5,016,291

1.97%

Francoise Richardson

    1,805,136

0.71%

Gary Duffy

       539,654

0.21%

 

 

 

Details of concert party options/warrants:

 


Options over Open Orphan shares

Raglan Road Capital Limited

    3,250,000

Cathal Friel CMF Pension Fund

       657,285

Dan Cronin

       539,654

Michael Fleming

       269,866

Pa Nolan

       269,866

Maurice Treacy

    7,716,964

 

Details of Director shareholdings (excluding those in the Concert Party)

 


Current

% of current total

Michael Ryan

134,586

0.2

 

 

Details of Director options (excluding those in the Concert Party)

 


Options over Open Orphan shares

Christian Milla

    770,000

Michael Ryan

       200,000

 

 

 

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:

17 December 2019

Contact name:

Cathal Friel, Chief Executive Officer

Telephone number:

+353 (0)1 644 0007

 

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 news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
FEEGGGAGPUPBGBQ

Companies

Hvivo (HVO)
UK 100

Latest directors dealings