TIDMAVO
RNS Number : 5666A
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 N/A
1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
-------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Advanced Oncotherapy plc
Use a separate form for each offeror/offeree
-------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
-------------------------
(e) Date position held: 2 May 2023
The latest practicable date prior to the disclosure
-------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in N/A
respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "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: # Ordinary
Board Member Shares # Options Details on the Options
================= =========== ========== ========================================
Dr Enrico 4,076,361 N/A N/A
C Vanni
=========== ========== ========================================
-- 545,000 options with an exercise
price of 100p and maturity date
as of 20/02/2024 issued on 21/02/2019.
Dr Michael -- 5,500,000 options with an exercise
Sinclair price of 50p and maturity date
& Family 9,440,814 6,045,000 as of 04/10/2025 issued on 05/10/2020.
=========== ========== ========================================
Dr Piers 4,675,304 N/A N/A
Nicholas
Plowman
=========== ========== ========================================
Mr Hans 982,499 N/A N/A
von Celsing
=========== ========== ========================================
Mr Michael 8,354,240 N/A N/A
Bradfield
=========== ========== ========================================
-- 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
Mr Nicolas price of 50p and maturity date
Serandour 2,177,134 7,900,000 as of 04/10/2025 issued on 05/10/2020.
=========== ========== ========================================
Mrs Lori 293,749 N/A N/A
Cross
=========== ========== ========================================
Mrs Renhua 45,757,097 N/A N/A
Zhang and
Liquid Harmony
=========== ========== ========================================
-- 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
Prof Steve price of 50p and maturity date
Myers 1,540,569 1,715,000 as of 04/10/2025 issued on 05/10/2020.
=========== ========== ========================================
Details of warrant and secured convertible notes owned by the Directors of the Company:
Secured Details on the
Details on Convertible Secured Convertible
Board Member # Warrants the Warrants Notes Notes
================ =========== ================== ============= =====================
Dr Enrico 740,816 -- 40,816 GBP30,000 Maturity date
C Vanni warrants issued is the date falling
on 31/08/2018 nine months from
with an exercise the date of this
price of 100p Agreement, option
and maturity to convert at
date as of 20% discount
31/08/2023 to next equity
-- 500,000 raising, interest
warrants issued of 1.25% per
on 03 March month. Includes
2022 with a revenue sharing
an exercise agreement with
price at 60p Harley Street
and maturity Centre (See RNS
date as of 5649R dated 1
28 February March 2023 for
2025 further details).
-- 200,000
warrants issued
on 18/08/2022
with an exercise
price of 25p
and maturity
date as of
01/07/2026
=========== ================== ============= =====================
Dr Michael 430,000 -- Issued GBP563,000 As above
Sinclair on 18/08/2022
& Family with an exercise
price of 25p
and maturity
date as of
01/07/2026
=========== ================== ============= =====================
Dr Piers 61,224 -- Issued GBP10,000 As above
Nicholas on 31/08/2018
Plowman with an exercise
price of 100p
and maturity
date as of
31/08/2023
=========== ================== ============= =====================
Mr Hans 6,000 -- Issued GBP10,000 As above
von Celsing on 31/08/2018
with an exercise
price of 100p
and maturity
date as of
31/08/2023
=========== ================== ============= =====================
Mr Michael N/A N/A GBP80,000 As above
Bradfield
=========== ================== ============= =====================
Mr Nicolas N/A N/A GBP10,000 As above
Serandour
=========== ================== ============= =====================
Mrs Renhua 140,000 -- Issued N/A N/A
Zhang and on 18/08/2022
Liquid Harmony with an exercise
price of 25p
and maturity
date as of
01/07/2026
=========== ================== ============= =====================
Prof Steve N/A N/A GBP25,000 As above
Myers
=========== ================== ============= =====================
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
+44 (0)20 7638 0129.
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 Product Written or Number of Exercise price Type Expiry date
relevant description purchased securities to per unit e.g. American,
security e.g. call which option European etc.
option or derivative
relates
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
+44 (0)20 7638 0129.
*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 .
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END
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