ABZA Abzena

TIDMABZA

RNS Number : 7522Y

Abzena PLC

23 August 2018

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:                                                                    Abzena 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:        Abzena plc 
  Use a separate form for each offeror/offeree 
                                                                                               --------------- 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               --------------- 
 (e) Date position held:                                                                        23 AUGUST 2018 
  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   N/A 
  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:   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: 
 
        a) Beneficial interests of Directors of Abzena PLC and their connected parties and its ordinary 
        shares of 1p each: Name                             Number of ordinary   % of issued share 
                                                shares              capital 
         Anthony Brampton (Non-Exec)      211,138              0.1 
                                         -------------------  ------------------ 
         John Burt (CEO)                  2,150,565            1.0 
                                         -------------------  ------------------ 
         Kenneth Cunningham (Chairman)    787,613              0.4 
                                         -------------------  ------------------ 
         Peter Grant (Non-Exec)           55,303               0.0 
                                         -------------------  ------------------ 
         Julian Smith (CFO)               525,419              0.2 
                                         -------------------  ------------------ 
 
 
        Anthony Brampton also directly holds warrants over 37,500 Ordinary Shares with an exercise 
        price of GBP0.36, issued on 1 July 2014 and with an expiry date of 16 February 2020. 
 
        A breakdown of Directors' share options can be found below: 
         Name        Grant Date   Number of  Expiry date   Exercise price 
                                   options 
         John Burt 
         Issue 1     29-Nov-13    151,673    29-Nov-23     GBP0.0002 
                    ------------  ---------  -----------  --------------- 
         Issue 2     25-Mar-14    1,000,000  25-Mar-24     GBP0.001 
                    ------------  ---------  -----------  --------------- 
         Issue 3     05-Apr-17    685,125    05-Apr-27     GBP0.002 
                    ------------  ---------  -----------  --------------- 
         John Burt Total*         1,836,798 
                                  ---------  ---------------------------- 
         Julian Smith 
         Issue 1     29-Nov-13    83,253     29-Nov-23     GBP0.0002 
                    ------------  ---------  -----------  --------------- 
         Issue 2     25-Mar-14    625,000    25-Mar-24     GBP0.001 
                    ------------  ---------  -----------  --------------- 
         Issue 3     05-Apr-17    411,233    05-Apr-27     GBP0.002 
                    ------------  ---------  -----------  --------------- 
         Julian Smith Total*      1,119,486 
                                  ---------  ---------------------------- 
 
 
        *Of these total option shares, only 151,673 for John Burt and 83,253 for Julian Smith are 
        currently exercisable. The remaining options are performance based for which the criteria 
        are not currently met. These options will lapse in connection with the transaction. 
 

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:    23 August 2018 
 Contact name:          John Burt, CEO 
                       --------------------- 
 Telephone number:      +44 (0) 1223 903 498 
                       --------------------- 
 

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.

, 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.

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(END) Dow Jones Newswires

August 23, 2018 12:41 ET (16:41 GMT)