Bioquell PLC Form 8 (OPD) Bioquell PLC (3825J)
04 December 2018 - 9:34PM
UK Regulatory
TIDMBQE
RNS Number : 3825J
Bioquell PLC
04 December 2018
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: BIOQUELL 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.
----------------
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: BIOQUELL PLC
Use a separate form for each offeror/offeree
----------------
(d) Is the discloser the offeror or the offeree? OFFEREE
----------------
(e) Date position held: 4 DECEMBER 2018
The latest practicable date prior to the disclosure
----------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect N/A
of any other party to the offer?
If it is a cash offer or possible cash offer, state "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:
Interests Short positions
------------- ------------------
Number % Number %
------- ---- ----------- -----
(1) Relevant securities owned and/or controlled: Nil Nil Nil Nil
------- ---- ----------- -----
(2) Cash-settled derivatives: Nil Nil Nil Nil
------- ---- ----------- -----
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil Nil Nil Nil
------- ---- ----------- -----
Nil Nil Nil Nil
TOTAL:
------- ---- ----------- -----
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: 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:
The directors of Bioquell plc (the "Company") have the following interests in the Company:
Name No. of ordinary % of ordinary
shares held issued share
capital
Christopher Mills (Non-Executive
Director) (1) 6,305,000 28.21
---------------- --------------
Jay LeCoque (Commercial Director)
(2) 333,000 1.49
---------------- --------------
Michael Roller (Chief Financial
Officer) 159,729 0.71
---------------- --------------
Simon Constantine (Non-Executive
Director) 153,500 0.69
---------------- --------------
(1)Christopher Mills, Non-Executive Director of Bioquell plc, is the Chief Investment Officer
and a member of Harwood Capital LLP which owns, through three entities connected with Harwood
Capital LLP (being Harwood Capital Nominees Limited, Oryx International Growth Fund Limited
and North Atlantic Smaller Companies Investment Trust plc), 28.21% of the issued share capital
of the Company.
(2) Held in a PSP restricted stock award.
The close relatives of the directors of the Company have the following interests in the Company:
Name Relation to No. of ordinary % of ordinary
Director shares held issued share
capital
Wife of Simon
Joanna Constantine Constantine 81,500 0.36
----------------- ---------------- --------------
Wife of Michael
Susan Roller Roller 13,381 0.06
----------------- ---------------- --------------
The directors of the Company have the following rights to subscribe for the following relevant
Company securities:
Name Plan Date of Option price Expiry Number of
grant (pence) date options
outstanding
Long
Term
Incentive 10 March 10 March
Ian Johnson Plan 2017 Nil 2027 667,000
------------ ---------- ------------- --------- -------------
Long
Term
Michael Incentive 10 March 10 March
Roller Plan 2017 Nil 2027 90,000
------------ ---------- ------------- --------- -------------
Executive
Share
Option 26 March 26 March
Scheme 2015 85.00 2022 159,000
------------ ------------------------ ------------- --------- -------------
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: 4 DECEMBER 2018
Contact name: MICHAEL ROLLER
--------------------
Telephone number: +44 (0)1264 835 817
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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 +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 news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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