Form 8 (OPD) (Yourgene Health Plc)

Yourgene Health PLC

13 July 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:	Yourgene Health 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	Yourgene Health Plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	12 July 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"	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:
	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:	N/A
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:

a)   Interests held by the directors of Yourgene Health Plc, their close relatives and related trusts Name Number of ordinary shares % of issued share capital Dr Bill Chang(1) 315,849,418 9.94 Lyn Rees 85,371,235 2.69 Dr John Brown 33,685,783 1.06 Dr Joanne Mason(2) 6,999,999 0.22 Note (¹): Including connected parties Note (2): Dr Joanne Mason holds in aggregate 7,782,770 Yourgene shares of which 782,771 Yourgene shares are held pursuant to the SIP. b)   Interests held as options or awards under the share plans of Yourgene Health Plc by the directors of Yourgene Health Plc and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code Dr Bill Chang Description of award Date of award Number of shares (under option or conditional award) Exercise price (pence) Vesting date Expiry date Unapproved3 share options 31/05/2019 400,000 10.25p Vested between 2020 and 2022 31/5/2029 Unapproved3 share options 2/7/2018 400,000 7.75p Vested between 2019 and 2021 30/6/2028 Unapproved3 share options 2/3/2017 300,000 10p Vested between 2019 and 2021 1/3/27 Lyn Rees Description of award Date of award Number of shares (under option or conditional award) Exercise price (pence) Vesting date Expiry date EMI and unapproved3 share options 2/7/2018 10,000,000 7.75p Vested between 2019 and 2021 30/6/2018 Unapproved3 share options 31/5/2019 4,000,000 10.25p Vested between 2020 and 2022 31/5/2029 Dr Joanne Mason Description of award Date of award Number of shares (under option or conditional award) Exercise price (pence) Vesting date Expiry date EMI share options 18/6/2020 400,000 18p Two-thirds vested between 2021 & 2022; one-third failed to vest 17/6/2030 EMI share options 25/9/2020 350,000 18p Two-thirds vested between 2021 & 2022; unlikely to vest in 2023 17/6/2030 EMI share options 22/3/2021 250,000 18p One-third vested; 2022; one-third failed to vest in 2023; one-third due to vest in 2024 21/3/2031 Jonathan Seaton Description of award Date of award Number of shares (under option or conditional award) Exercise price (pence) Vesting date Expiry date Unapproved3 share options 29/10/2019 1,500,000 12p Vested between 2020 and 2022 28/10/2029 Note (3): Unapproved share options represent those that have been awarded pursuant to Yourgene Health Plc's share options plan but which do not constitute qualifying Enterprise Management Incentive ("EMI") options. c)   Interests and short positions held by connected advisors of Yourgene Health Plc None d)   Interests, short positions and rights to subscribe held by other presumed concert parties of Yourgene Health Plc Name Number of ordinary shares % of issued share capital Link Market Trustees(4) 11,622,268 0.37% Note (4): Link Market Trustees holds Yourgene Health Plc shares on behalf of employees pursuant to its SIP.

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:	13 July 2023
Contact name:	Barry Hextall
Telephone number:	[phone]

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.

 

END