Abzena PLC Form 8 (OPD) - Abzena Plc (7522Y)
23 Agosto 2018 - 1:41PM
UK Regulatory
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
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(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 23 AUGUST 2018
The latest practicable date prior to the disclosure
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(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
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Telephone number: +44 (0) 1223 903 498
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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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FEEQXLFLVVFXBBK
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August 23, 2018 12:41 ET (16:41 GMT)
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