Modern Water PLC Replacement - Form 8 (OPD) - Modern Water plc (9634B)
October 13 2020 - 9:45AM
UK Regulatory
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RNS Number : 9634B
Modern Water PLC
13 October 2020
REPLACEMENT FORM 8 (OPD)
The following amendment has been made to the Form 8 (OPD)
announcement released by Modern Water on 14 September 2020 under
RNS 8860Y.
The information in section 3 relating to the "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" has been
updated to include details of warrants in the offeror held by a
director of Modern Water plc. The positions shown now refer to the
post consolidation share capital of DeepVerge plc (formerly
Integumen plc). All other details remain unchanged.
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: Modern Water 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: DeepVerge plc
Use a separate form for each offeror/offeree
------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
------------------
(e) Date position held: 11 September 2020
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 Yes
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 in DeepVerge plc
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 Nil Nil
agreements to purchase/sell:
-------------------- ----- ----------------- ----
Nil Nil
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: 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 0.1p each in DeepVerge plc held by the directors of Modern Water plc
Name No. of DeepVerge % of issued share
plc Shares capital of DeepVerge
plc
Nigel Burton 74,596 0.07
----------------- ----------------------
b) Options over ordinary shares of 0.1p each in DeepVerge plc held by the directors of Modern
Water plc
Name No. of DeepVerge % of issued share
plc Shares capital of DeepVerge
plc
N/A N/A N/A
----------------- ----------------------
c) Rights over ordinary shares of 0.1p each in DeepVerge plc held by the directors of Modern
Water plc
Names Number of Exercise Date Exercise Percentage
DeepVerge Price of Grant Period of current
plc Shares issued share
the subject capital
of Warrants (%)
Nigel Burton 178,571 20p 02/05/19 Until 02/05/21 0.16%
------------- --------- ---------- --------------- --------------
d) Rights over ordinary shares of 0.1p each in DeepVerge plc held by the connected advisers
of Modern Water plc
Connected Number of Exercise Date Exercise Percentage
Adviser DeepVerge Price of Grant Period of current
plc Shares issued share
the subject capital
of Warrants (%)
527,999 15 p 16/12/19 Until 16/12/22 0.47%
180,000 62.5p 5/4/17 Until 5/4/22 0.16%
Turner
Pope 30,000 15p 5/1/18 Until 5/1/23 0.03%
Investments
(TPI) Limited 814,285 14 p 2/5/19 Until 2/5/22 0.72%
------------- --------- ---------- --------------- --------------
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 October 2020
Contact name: Simon Humphrey (Director)
--------------------------
Telephone number: +44 (0)20 3827 3439
--------------------------
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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