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InnovaDerma PLC (IDP)

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Monday 15 February, 2021

InnovaDerma PLC

Form 8 (OPD) - InnovaDerma plc

RNS Number : 1674P
InnovaDerma PLC
15 February 2021
 

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:

InnovaDerma 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

InnovaDerma plc

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

Offeree

(e) Date position held:

  The latest practicable date prior to the disclosure

15 February 2021

(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:

Nil

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

Nil

 

 

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) Ordinary Shares of €0.10 each ("Ordinary Shares") held by directors of Innovaderma Plc and their close relatives and related trusts (excluding the options and awards set out below):

 

Name

Number of Ordinary Shares held

% of Ordinary Shares held

Number of new Ordinary Shares subscribed for in the Conditional Placing*

% of Ordinary Shares held following admission of the Conditional Placing Shares*

Ross Andrews (Director)

157,741

0.91

151,404

1.19

Blake Hughes (Director)

37,728

0.22

90,843

0.50

Simon Pyper (Director)

20,960

0.12

50,468

0.28

Mark Ward (Director)

2,174,495

12.5

1,428,571

13.9

 

Note: Each of the Directors has conditionally agreed to subscribe for an aggregated total of 1,721,286 further Ordinary Shares pursuant to a conditional placing, (as announced on 21 January 2021) by the Company at 35p per new share. Of these 1,721,286 further Ordinary Shares, 1,428,571 are to be issued to Mark Ward, Director, to satisfy the Company's obligation to repay the £500,000 loan facility provided by him. The conditional placing is subject to, amongst other things, approval by the Company's shareholders of certain resolutions proposed at an upcoming general meeting of the company, and the approval by the FCA of a prospectus in relation to the conditional placing. It expected that the prospectus will be approved and general meeting held towards the end of March 2021.

 

*As defined in the announcement of 21 January 2021

 

 (B) Options held by directors of Innovaderma plc in Innovaderma plc shares

 

 

Granted

Total number of Ordinary Shares

Exercise Price

Vest Date

Expiry Date

Ross Andrews

22 January 2020

75,000

£1.20

22/01/2023

22/01/2030

 

 

(C) Warrants in respect of Ordinary Shares by a Connected Adviser

 

Name

Conversion

Price

Number of warrants held

finnCap Ltd

35 pence

214,285

 

Note: Pursuant to a fundraising announced on 21 January 2021, InnovaDerma plc and finnCap Ltd have agreed to enter into a warrant agreement granting finnCap Ltd a right to subscribe for 214,285 Ordinary Shares. Such warrants are to be exercisable for the period of 24 months following the date of the Second Admission*. The Warrant Agreement will be conditional, amongst other things, on approval by the Company's shareholders of certain resolutions proposed at an upcoming general meeting of the company, and the approval by the FCA of a prospectus in relation to the conditional placing.

 

*As defined in the announcement of 21 January 2021

 

 

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:

15 February 2021

Contact name:

Ross Andrews, Chairman

Telephone number:

+44 800 014 8895

 

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 .

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