Form 8 (OPD) (Spire Healthcare Group plc)

RNS Number : 3592B

Spire Healthcare Group PLC

09 June 2021

 

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:	Spire Healthcare Group 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	Spire Healthcare Group plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	8 June 2021
(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"	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
	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:

Spire Healthcare Group plc directors a)  The following directors of Spire Healthcare Group plc have the interests in Spire Healthcare Group plc set out below: Spire Healthcare Group plc director Position Number of ordinary shares Percentage holding of Spire Healthcare Group plc issued share capital (to three decimal places) Justin Ash Chief Executive Officer 394,654[1] 0.098 Jitesh Sodha Chief Financial Officer 50,500 0.013 Adèle Anderson Independent Non-Executive Director 9,582 0.002 Anthony Bourne Independent Non-Executive Director 11,904 0.003 Professor Dame Janet Husband Deputy Chair and Senior Independent Director 10,231 0.003 Simon Rowlands Independent Non-Executive Director 786,516 0.196 TOTAL 1,263,387 0.315 b)  The following directors of Spire Healthcare Group plc have rights to the scheme interests set out below: Long Term Incentive Plan Spire Healthcare Group plc director Position Maximum number of ordinary shares awarded Date of grant Share price at grant [2] (£) Exercise price per share (£) Vesting date Lapse date Justin Ash Chief Executive Officer 108,874 28 March 2018 2.1352 Nil The Dealing Day following 28 March 2023 27 March 2028 694,444 25 March 2019 1.3284 Nil The Dealing Day following the second anniversary of 25 March 2022 24 March 2029 1,028,046 6 April 2020 0.897 Nil The Dealing Day following the second anniversary of 6 April 2023  5 April 2030 665,606 18 March 2021 1.641 Nil The Dealing Day following the second anniversary of 18 March 2024 17 March 2031 Jitesh Sodha Chief Financial Officer 78,287 8 October 2018 1.43304 Nil The Dealing Day following 28 March 2023 27 March 2028 446,025 25 March 2019 1.3284 Nil The Dealing Day following the second anniversary of 25 March 2022 24 March 2029 660,289 6 April 2020 0.897 Nil The Dealing Day following the second anniversary of 6 April 2023 5 April 2030 447,843 18 March 2021 1.641 Nil The Dealing Day following the second anniversary of 18 March 2024 17 March 2031 Deferred Share Bonus Plan Spire Healthcare Group plc Director Position Maximum number of ordinary shares awarded Date of grant Share price at grant [3] (£) Exercise price per share (£) Vesting date Lapse date Justin Ash Chief Executive Officer 170,833 6 April 2020 0.81 Nil 6 April 2023 5 April 2030 97,251 18 March 2021 1.66 Nil 18 March 2024 17 March 2031 Jitesh Sodha Chief Financial Officer 73,140 6 April 2020 0.81 Nil 6 April 2023 5 April 2030 41,637 18 March 2021 1.66 Nil 18 March 2024 17 March 2031 Sharesave Plan Spire Healthcare Group plc director Position Maximum number of ordinary shares awarded Date of grant Option exercise price per share (£) Awards are exercisable between Justin Ash Chief Executive Officer 3,302 2 May 2019 1.09 1 June 2022 and 30 November 2022 Jitesh Sodha Chief Financial Officer 3,302 2 May 2019 1.09 1 June 2022 and 30 November 2022 Persons deemed to be acting in concert with Spire Healthcare Group plc c)  The following interests are held by persons deemed to be acting in concert with Spire Healthcare Group plc : Name Number of ordinary shares Percentage holding of Spire Healthcare Group plc 's issued share capital (to three decimal places) Garry Watts 653,577 0.163

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:	9 June 2021
Contact name:	Philip Davies
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 .

 

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[1] Due to an error in the equivalent number disclosed in the Rule 2.7 Announcement, the above figure is 40 shares lower than the equivalent number disclosed in the Rule 2.7 Announcement.

[2] Closing price on the date of grant.

[3] Closing price on the date of grant.

 

END

 

 

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