Form 8 (OPD) - NeutraHealth PLC
16 September 2010 - 8:55PM
UK Regulatory
TIDMNUT
RNS Number : 8136S
Elder Pharmaceuticals Ltd
16 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) | Elder |
| Identity | Pharmaceuticals |
| of the | Limited |
| party to | |
| the | |
| offer | |
| making | |
| the | |
| disclosure: | |
+--------------+-----------------+
| (b) | Elder |
| Owner | International |
| or | FCZO |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+--------------+-----------------+
| (c) | NeutraHealth |
| Name | plc |
| of | |
| offeree | |
| in | |
| relation | |
| to whose | |
| relevant | |
| securities | |
| this form | |
| relates: | |
| Use a | |
| separate | |
| form for | |
| each party | |
| to the | |
| offer | |
+--------------+-----------------+
| (d) Is | OFFEROR |
| the | |
| party | |
| to the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+--------------+-----------------+
| (e) | 16 |
| Date | September |
| position | 2010 |
| held: | |
+--------------+-----------------+
| (f) | NO |
| Has | |
| the | |
| party | |
| previously | |
| disclosed, | |
| or is it | |
| today | |
| disclosing, | |
| under the | |
| Code in | |
| respect of | |
| any other | |
| party to | |
| this offer? | |
+--------------+-----------------+
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) |37,101,786 | 21.1 | Nil | N/A |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+------------+--------+--------+--------+
| (2) | Nil | N/A | Nil | N/A |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+------------+--------+--------+--------+
| (3) | Nil | N/A | Nil | N/A |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+------------+--------+--------+--------+
| |37,101,786 | 21.1 | Nil | N/A |
| | | | | |
| TOTAL: | | | | |
+----------------+------------+--------+--------+--------+
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 | Nil |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | Nil |
| 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): |
+-----------------+
| |
| Elder |
| Pharmaceuticals |
| has received |
| irrevocable |
| undertakings or |
| letters of |
| intent to vote |
| (or procure the |
| vote) in favour |
| of: |
| · the |
| resolutions at |
| the Court |
| Meeting from |
| Neutrahealth |
| Shareholders in |
| respect of, in |
| aggregate, |
| 38,584,281 |
| Neutrahealth |
| Shares |
| representing |
| approximately |
| 28.6 per cent. |
| of the |
| Neutrahealth |
| Shares entitled |
| to vote at the |
| Court Meeting; |
| and |
| · the |
| Special |
| Resolution from |
| Neutrahealth |
| Shareholders in |
| respect of, in |
| aggregate, |
| 38,584,281 |
| Neutrahealth |
| Shares |
| representing |
| approximately |
| 21.9 of the |
| Neutrahealth |
| Shares entitled |
| to vote on the |
| Special |
| Resolution. |
| In addition |
| Elder has |
| confirmed that |
| it will vote in |
| favour of the |
| Special |
| Resolution in |
| respect of its |
| holding of |
| 37,101,786 |
| Neutrahealth |
| Shares |
| representing |
| approximately |
| 21.1% of the |
| entire issued |
| ordinary share |
| capital of |
| Neutrahealth |
| entitled to |
| vote on the |
| Special |
| Resolution. |
| The irrevocable |
| undertakings |
| and letters of |
| intent referred |
| to above |
| comprise the |
| following: |
| (a) the |
| Independent |
| Directors have |
| each |
| irrevocably |
| undertaken to |
| vote in favour |
| of the |
| resolutions at |
| the Court |
| Meeting and the |
| Special |
| Resolution to |
| be proposed at |
| the General |
| Meeting in |
| respect of |
| their entire |
| beneficial |
| holdings of |
| Neutrahealth |
| Shares, |
| amounting to |
| 4,079,880 |
| Neutrahealth |
| Shares in |
| aggregate, |
| representing |
| 3.03 per cent. |
| of the |
| Neutrahealth |
| Shares now |
| entitled to |
| vote at the |
| Court Meeting |
| and |
| approximately |
| 2.32 per cent. |
| of the |
| Neutrahealth |
| Shares entitled |
| to vote on the |
| Special |
| Resolution. The |
| undertaking |
| given by the |
| Independent |
| Directors will |
| remain binding |
| if a competing |
| proposal is |
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