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Fusion IP PLC (FIP)

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Monday 27 January, 2014

Fusion IP PLC

Form 8 (OPD) - Fusion IP - Amendment to Section 3

RNS Number : 6236Y
Fusion IP PLC
27 January 2014
 

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:

Fusion IP 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

N/A

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

       Use a separate form for each party to the offer

Fusion IP plc

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

Offeree

(e)  Date position held:

27th January 2014

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

No

 

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:

 

Ordinary shares of 1p

 

 

Interests

Short positions

Number

%

Number

%

(1)  Relevant securities owned and/or controlled:





(2)  Derivatives (other than options):





(3)  Options and agreements to purchase/sell:





 

       TOTAL:

Nil


Nil


 

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:

None

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

N/A

 

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):

 

Nil

 

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:

The Directors of Fusion IP plc (the "Company") have the following interests in the Company:

 

Director

No. of  Shares

% of issued share capital




D Baynes

1,333,332

1.22%

P Grant

1,333,332

1.22%

S Gall

1,333,332

1.22%

D Liversidge

10,000

0.01%

 

Apart from the interests disclosed above, no Directors hold interests in the share capital or loan stock of the Company or other Group companies.

 

The Directors of the Company have the following interests in options over unissued ordinary shares in the Company:

 

Director

No. of shares to which options relate

Exercise price (p)

Earliest date of exercise

Date of expiry






D Liversidge

50,000

33.5p

31/07/12

31/07/19

D Catton

33,333

150p

28/01/08

28/01/15

D Catton

50,000

33.5p

31/07/12

31/07/19

 

In addition on 22 January 2014, the Fusion IP Board approved and adopted the Fusion IP LTIP, the rules of which are based on the terms provisionally agreed by the Fusion IP Board in 2013, and conditionally awarded each of David Baynes, Stuart Gall and Peter Grant, one million Fusion IP Shares.  Such awards will vest on 31 December 2017 provided certain performance conditions are met, which relate to, inter alia, the growth in value of Fusion IP's portfolio companies and the continued employment of the relevant Fusion IP Director. Upon such vesting, each of David Baynes, Stuart Gall and Peter Grant will be issued and allotted with 0.446 of an IP Group Share for each Fusion IP Share which they are entitled to pursuant to the terms of the Fusion IP LTIP. 

 

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:

27th January 2014

Contact name:

David Baynes

Telephone number:

01142 755555

 

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 [email protected].  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
The company news service from the London Stock Exchange
 
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