TIDMORPH
RNS Number : 2213X
Open Orphan PLC
17 December 2019
The Form 8 announcement released on 17/12/19 at 10:19 under RNS
No 0632X has been amended.
The full amended text is shown below.
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): N/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: Open Orphan plc
Use a separate form for each offeror/offeree
-----------------
(d) Is the discloser the offeror or the offeree? OFFEROR
-----------------
(e) Date position held: 13 December 2019
The latest practicable date prior to the disclosure
-----------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect NO
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: 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 None None
purchase/sell:
------------- --- ------------- ---
None None
TOTAL:
------------- --- ------------- ---
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:
% of current
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)
Options over
Open Orphan
shares
Michael Ryan 134,586
-------------
Details of Director options (excluding those in the Concert Party)
Options over Grant date Exercise Expiry date
Open Orphan price per
shares share (pence)
Christian
Milla 770,000 14/09/2017 13 13/09/2027
------------- ----------- --------------- ------------
Michael
Ryan 200,000 14/09/2017 13 13/09/2027
------------- ----------- --------------- ------------
*Maurice Treacy's options were granted on 28/06/2019, with an exercise price per share of
5.6 pence and expiry date of 27/06/2022
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
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