Form 8 (OPD)

RNS Number : 2213X

Open Orphan PLC

17 December 2019

 

The Form 8 announcement released on 17/12/19 at 10:19 under RNS No 0632X has been amended.

The full amended text is shown below.

Open Orphan plc

("Open Orphan" or the "Company")

Disclosure under rule 8.1 and 8.2 of the Takeover Code

In accordance with Takeover code rule 8.1, the Company makes the following announcement:

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:	Open Orphan plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Open Orphan plc
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	13 December 2019
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO

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
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	None		None
(2) Cash-settled derivatives:	None		None
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	None		None
TOTAL:	None		None

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:

Details of Concert Party shareholdings: Current % of current total Raglan Road Capital Limited   21,536,124 8.46% Pamela Iver   14,880,721 5.85% Horizon Medical Technologies Limited     4,630,136 1.82% Anthony Richardson   16,313,388 6.41% Brendan Buckley     7,845,860 3.08% Crow Rock Capital Limited     7,845,860 3.08% Dairine Dempsey     3,138,344 1.23% Ian O'Connell     3,138,344 1.23% Montana Capital Limited     1,376,466 0.54% Clydagh Limited     1,376,466 0.54% Pat O'Neill     1,569,172 0.62% McNolan Ventures Limited        470,974 0.19% Carol Dalton        313,983 0.12% Bridget Chisolm        313,983 0.12% Ross Crocket        313,983 0.12% Dennis Jennings     1,003,332 0.39% Tom Tierney     2,006,665 0.79% Mount Amber International Limited     5,016,291 1.97% Francoise Richardson     1,805,136 0.71% Gary Duffy        539,654 0.21% Details of concert party options/warrants: Options over Open Orphan shares Raglan Road Capital Limited     3,250,000 Cathal Friel CMF Pension Fund        657,285 Dan Cronin        539,654 Michael Fleming        269,866 Pa Nolan        269,866 Maurice Treacy*     7,716,964 Details of Director shareholdings (excluding those in the Concert Party) Options over Open Orphan shares Michael Ryan 134,586 Details of Director options (excluding those in the Concert Party) Options over Open Orphan shares Grant date Exercise price per share (pence) Expiry date Christian Milla     770,000 14/09/2017 13 13/09/2027 Michael Ryan        200,000 14/09/2017 13 13/09/2027 *Maurice Treacy's options were granted on 28/06/2019, with an exercise price per share of 5.6 pence and expiry date of 27/06/2022

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:	17 December 2019
Contact name:	Cathal Friel, Chief Executive Officer
Telephone number:	[phone]

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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