Osirium Technologies PLC Form 8 (OPD) Osirium Technologies plc (3440L)
September 05 2023 - 1:00AM
UK Regulatory
TIDMOSI TIDMTTM
RNS Number : 3440L
Osirium Technologies PLC
05 September 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: Osirium Technologies 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: Osirium Technologies plc
Use a separate form for each offeror/offeree
-------------------------
(d) Is the discloser the offeror or the offeree? Offeree
-------------------------
(e) Date position held: 4 September 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:
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 -
-------- ------------- ---
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: 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:
(A) Ordinary shares of 1 pence each ("Ordinary Shares") held by directors of Osirium Technologies
plc and their close relatives:
Name Number of Ordinary % of Ordinary Shares
Shares held held
Simon Lee 1,656,083 1.35%
------------------- ---------------------
David Guyatt(1) 9,913,109 8.09%
------------------- ---------------------
Stuart McGregor 896,523 0.73%
------------------- ---------------------
Rupert Hutton(2) 1,140,580 0.93%
------------------- ---------------------
Simon Hember 103,571 0.08%
------------------- ---------------------
(1) Total holdings of David Guyatt and close family members
(2) Total holdings of Rupert Hutton and close family members
(B) Options held by Osirium Technologies plc directors and their close relatives in Osirium
Technologies plc's Ordinary Shares:
Name Granted Number Exercise Scheme Vesting Expiry
of options price period date
over Ordinary
Shares
held
Stuart 19 May 3,676,460 2 pence Enterprise 3 years 18 May
McGregor 2023 Management 2033
Incentive
(EMI) Share
Option
Plan 2020-2025
-------- --------------- --------- ---------------- -------- -------
Rupert 19 May 1,225,487 2 pence Enterprise 3 years 18 May
Hutton 2023 Management 2033
Incentive
(EMI) Share
Option
Plan 2020-2025
-------- --------------- --------- ---------------- -------- -------
Catherine 19 May 612,743 2 pence Enterprise 3 years 18 May
Jamieson 2023 Management 2033
Incentive
(EMI) Share
Option
Plan 2020-2025
-------- --------------- --------- ---------------- -------- -------
Tom Guyatt 19 May 612,743 2 pence Enterprise 3 years 18 May
2023 Management 2033
Incentive
(EMI) Share
Option
Plan 2020-2025
-------- --------------- --------- ---------------- -------- -------
(c) Interests of persons acting in concert with Osirium Technologies plc (in addition to
those set out in (a) above) in the Osirium Technologies plc's Ordinary Shares
Name Number of ordinary % of voting share
shares held capital
Allenby Capital
Limited 1,625,950 1.33%
------------------- ------------------
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: 5 September 2023
Contact name: Rupert Hutton, Chief Financial Officer
---------------------------------------
Telephone number: +44 (0)1183 242 444
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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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