Form 8 (OPD) (Primary Health Properties PLC

RNS Number : 8296O

Primary Health Properties PLC

01 February 2019

 

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:	Primary Health Properties PLC (the "Company")
(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.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	The Company
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	23 January 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"	Yes - MedicX Fund Limited ("MedicX")

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 12.5 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 purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

Class of relevant security:	Convertible Bond, ISIN: XS1067950615
	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	-
TOTAL:	Nil	-	Nil	-

Class of relevant security:	Retail Bond, ISIN: XS0795445823
	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	-
TOTAL:	Nil	-	Nil	-

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:

a)     Holdings of ordinary shares of 12.5p each in the Company, holdings in the Convertible Bond (ISIN: XS1067950615) and holdings in the Retail Bond (ISIN: XS0795445823) by directors and their close relatives and related trusts Name No. of ordinary shares  of 12.5p each held Percentage of issued share capital Holdings in the Convertible Bond Holdings in the Retail Bond Steven Owen(1) 73,149 0.009% Nil Nil Harry Hyman(2) 436,231 0.057% Nil Nil Nexus Group Holdings Limited(3) 12,330,000 1.590% Nil Nil Richard Howell(4) 128,208 0.017% Nil Nil Dr Stephen Kell 14,182 0.002% Nil Nil Ian Krieger 81,481 0.011% Nil Nil Geraldine Kennell 257,951 0.033% Nil Nil Nick Wiles 51,624 0.007% Nil Nil Adam Hyman(5) 24,613 0.003% Nil Nil Sarah Hyman(6) 27,654 0.004% Nil Nil Paula Hyman(7) Nil Nil Nil £4,600 nominal (1) This includes 23,822 ordinary shares held by Siân Owen, the wife of Steven Owen (2)  This includes 43,217 ordinary shares held by Anita Hyman, former spouse of Mr Hyman. (3)  Nexus Group Holdings Limited is a wholly owned subsidiary of Nexus Investco Limited, which is owned by Harry Hyman and his children, Adam Hyman and Sarah Hyman. (4) This includes 12,268 ordinary shares held by Nexus Central Management Services Limited as bare trustee for Richard Howell and 101,155 ordinary shares held by his wife Fiona Howell (5) Harry Hyman's son. (6) Harry Hyman's daughter. (7) Harry Hyman's mother. b)    Share options with performance conditions over ordinary shares of 1p each in the Company held by directors and their close relatives and related trusts - N/A. c)     Share options vested but not exercised over ordinary shares of 1p each in the Company held by directors and their close relatives and related trusts - N/A.

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:	1 February 2019
Contact name:	Paul Wright
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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