Form 8 (OPD) (Evolution Group

RNS Number : 6508T
Evolution Group PLC
30 September 2010
 



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) Identity of the party to the offer making the disclosure:

EVOLUTION 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


(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each party to the offer

EVOLUTION GROUP PLC

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

29 SEPTEMBER 2010

(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

YES

If YES, specify which:

PANMURE GORDON & CO PLC

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

(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:

0

0

0

0

(2) Derivatives (other than options):

0

0

0

0

(3) Options and agreements to purchase/sell:

0

0

0

0

 

     TOTAL:

0

0

0

0

 

All interests and all short positions should be disclosed.

 

Details of any open derivative or option positions, 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:

-

Details, including nature of the rights concerned and relevant percentages:

-

 

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.

 

(c)        Irrevocable commitments and letters of intent

 

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

 

-

 

 

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 of any person acting in concert with the party to the offer making the disclosure:

ORDINARY SHARES

A Snow (Director)

5,630,002*

2.424%

M Gray (Director)

35,000

0.015%

I MacLaurin (Director)

125,800

0.054%

P Gibbs (Director)

100,000

0.043%

M Nicholls (Director)

 20,000

0.009%

C Chambers (Director)

126,000

0.054%

P Howell (Director)

1,774**

0.001%

Williams de Broe Ltd on behalf of discretionary clients

988,747

0.426%

TOTAL

7,027,323

3.025%

* Total includes 21,184 shares held under the 2003 Share Incentive Plan

**All shares are held under the 2003 Share Incentive Plan

 

OPTIONS

Alex Snow

Andrew Westenberger

2002 ESIP Amount

2,000,000


Grant Date

19 May 2009


Exercise Price

1p per share


Vesting Date

19 May 2011


2002 ESIP Amount

175,179

150,000

Grant Date

8 April 2009

8 April 2009

Exercise Price

1p per share

1p per share

Vesting Date

8 April 2012

8 April 2012

2002 ESIP Amount

378,151

89,286

Grant Date

25 March 2010

25 March 2010

Exercise Price

1p per share

1p per share

Vesting Date

25 March 2013

25 March 2013

2002 ESIP


200,000

Grant Date


26 April 2010

Exercise Price


1p per share

Vesting Date


8 April 2013




Total 2002 ESIP Shares Under Option

2,553,330

439,286




2010 Partnership Equity Plan - JSOP

3,500,000

2,000,000

Grant Date

25 March 2010

25 March 2010

Vesting Dates

(see below)

25 March 2013

25 March 2014

25 March 2015

25 March 2013

25 March 2014

25 March 2015

Details

 

Alex Snow subscribed for partnership equity representing a potential interest of up to a maximum of 3.5m ordinary shares at an aggregate subscription cost of £175,000

Andrew Westenberger subscribed for partnership equity representing a potential interest of up to a maximum of 2m ordinary shares at an aggregate subscription cost of £100,000

JSOP Rules

Subject to satisfying certain financial and other performance conditions, including achievement of share price growth in the Company above a hurdle rate, together with continued employment, the potential interests in ordinary shares can be realised in three equal tranches after the third, fourth and fifth anniversaries of grant.

Definitions

JSOP - Joint Share Ownership Plan

ESIP - Executive Share Incentive Plan

 

 

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 3 for each additional class of relevant security.

 

Details of any open derivative or option positions, 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:

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 SEPTEMBER 2010

Contact name:

TONY LEE

Telephone number:

020 7071 4300

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing 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
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