TIDMNSCI

RNS Number : 1140J

NetScientific PLC

30 November 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:                                                                    NETSCIENTIFIC 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:        NETSCIENTIFIC PLC 
  Use a separate form for each offeror/offeree 
                                                                                               ------------------ 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ------------------ 
 (e) Date position held:                                                                        29 November 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:                                                       Ordinary Shares of 5 pence each 
                                                                                    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                Nil         -        Nil        - 
 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:    N/A 
 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: 
 
   (1) Interests of directors (and their closely associated persons) of NetScientific plc in 
   the ordinary shares of 5 pence each (the "Ordinary Shares") 
    Director               No. of Ordinary Shares   % of total number 
                            held                     of Ordinary Shares 
                                                     held 
    Sir Richard Sykes      93,452                   0.12% 
                          -----------------------  -------------------- 
    Barry Wilson           67,310                   0.09% 
                          -----------------------  -------------------- 
    Prof. Stephen Smith    28,571                   0.04% 
                          -----------------------  -------------------- 
 
 
   (2) Interests of directors (and their closely associated persons) of NetScientific plc in 
   The NetScientific Share Option Scheme over Ordinary Shares (the "Options") 
    Director             Option Price   No. of Options   Vesting Date 
                                                         9 September 
    Sir Richard Sykes    160.0p         359,020           2016 
                        -------------  ---------------  ------------- 
    Francois Martelet    119.5p         359,020          8 June 2018 
                        -------------  ---------------  ------------- 
                                                         4 February 
    Francois Martelet    86.2p          200,000           2019 
                        -------------  ---------------  ------------- 
                                                         27 January 
    Francois Martelet    65.5p          200,000           2020 
                        -------------  ---------------  ------------- 
    Francois Martelet    45.5p          300,000          21 June 2021 
                        -------------  ---------------  ------------- 
    Ian Postlethwaite    79.7p          180,000          13 June 2019 
                        -------------  ---------------  ------------- 
                                                         27 January 
    Ian Postlethwaite    65.5p          180,000           2020 
                        -------------  ---------------  ------------- 
    Ian Postlethwaite    45.5p          200,000          21 June 2021 
                        -------------  ---------------  ------------- 
                                                         9 September 
    Barry Wilson         160.0p         179,510           2016 
                        -------------  ---------------  ------------- 
    Prof. Stephen                                        17 February 
     Smith               79.7p          30,000            2019 
                        -------------  ---------------  ------------- 
 
 
   (3) Interests of associated companies of NetScientific plc in the Ordinary Shares 
    Director   No. of Ordinary Shares   % of total number 
                held                     of Ordinary Shares 
                                         held 
 

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:    30 November 2018 
 Contact name:          Ian Postlethwaite 
                       ------------------ 
 Telephone number:      07703562305 
                       ------------------ 
 

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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