Form 8 (OPD) System C Healthcare

RNS Number : 5502C

System C Healthcare plc

08 March 2011

 



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:	System C Healthcare 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
(c)           Name of offeror/offeree in relation to whose relevant securities this form relates:                 Use a separate form for each party to the offer	System C Healthcare plc
(d)          Is the party to the offer making the disclosure the offeror or the offeree?	OFFEREE
(e)          Date position held:	7 March 2011
(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
	Interests		Short positions
	Number	%	Number	%
(1)          Relevant securities owned and/or controlled:
(2)          Derivatives (other than options):
(3)          Options and agreements to purchase/sell:
TOTAL:

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

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):

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
Interests
Name		Number of System C Shares			% of System C Issued Share Capital
System C employee Benefit Trust		5,387,741			4.6%
M Bolton		4,174,324			3.59%
I Denley		480,026			0.41%
J Horsburgh		300,000			0.26%
J Forrest		22,223			0.02%
T Chambers		22,223			0.02%
Rights to subscribe
The interests of the Directors under the Company's share based incentive schemes were as follows:
	Options outstanding		Exercise Price (p)	Exercisable date		Expiry date
M Bolton	521,000		28.00	18/10/2010		17/10/2017
	338,644		29.50	29/01/2011		28/01/2018
	155,864		29.50	29/01/2011		28/01/2018
	339,535		43.00	10/09/2011		09/09/2018
	40,814		49.00	17/07/2012		16/07/2019
	1,009,186		49.00	17/07/2012		16/07/2019
	1,050,000		60.50	30/11/2012		29/11/2019
	506,024		41.50	12/11/2013		11/11/2020
	36,923		26.00	1/12/2011		31/05/2012

I Denley	521,000	28.00	18/10/2010	17/10/2017
	237,966	29.50	29/01/2011	28/01/2018
	256,542	29.50	29/01/2011	28/01/2018
	372,093	43.00	10/09/2011	09/09/2018
	61,222	49.00	17/07/2012	16/07/2019
	1,138,778	49.00	17/07/2012	16/07/2019
	554,217	41.50	12/11/2013	11/11/2020
	1,200,000	60.50	31/11/2012	29/11/2019
	36,923	26.00	01/12/2011	31/05/2012
H Mayor	309,036	41.50	12/11/2014	11/11/2020
	72,289	41.50	12/11/2014	11/11/2020

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:	8 March 2011
Contact name:	Jane Conner
Telephone number:	01622 691 616

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 [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

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

 

END

 

 

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