Bioquell PLC Form 8 (OPD) Bioquell PLC (0212O)
May 22 2015 - 2:47AM
UK Regulatory
TIDMBQE
RNS Number : 0212O
Bioquell PLC
22 May 2015
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): N/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
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(d) Is the discloser the offeror or the offeree? OFFEREE
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(e) Date position held: 22 May 2015
The latest practicable date prior to the disclosure
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(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"
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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: 10p 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 -
--------- ------------- ---
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: None
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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:
a. Interests of directors of Bioquell PLC (and persons presumed to be acting in
concert with the directors) in its ordinary shares
Director Number of ordinary % of issued share
shares capital
Nigel Keen(1) 127,270 0.3%
------------------- ------------------
Nicholas Adams 485,599 1.1%
------------------- ------------------
Michael Roller 19,245 -%
------------------- ------------------
Simon Constantine 120,634 0.3%
------------------- ------------------
Christopher Mills(2) 12,610,000 29.6%
------------------- ------------------
(1) Nigel Keen holds his interests jointly with his wife, Caroline Keen
(2) Christopher Mills is Chief Investment Officer and a member of Harwood Capital LLP which
owns 29.6% of the issued share capital in Bioquell PLC
b. Interests of close relatives of directors of Bioquell PLC in its ordinary shares
Name Relation to Number of ordinary % of issued
Director shares share capital
Wife of Nigel
Caroline Keen(1) Keen 127,270 0.3%
------------------ ------------------- ---------------
Wife of Nicholas
Letitia Adams Adams 514,979 1.2%
------------------ ------------------- ---------------
Wife of Simon
Joanna Constantine Constantine 349,366 0.8%
------------------ ------------------- ---------------
(1) Caroline Keen holds her interests jointly with her husband, Nigel Keen
c. Options and awards held by directors of Bioquell PLC (and persons assumed
to be acting in concert with the directors) in its ordinary shares
(i) Executive Share Option Share Scheme
Director Number of Shares Option Price Date from which
under option (pence) exercisable
Nicholas Adams 194,000 146.5 19 April 2016
----------------- ------------- ----------------
Nicholas Adams 232,000 128.0 24 March 2017
----------------- ------------- ----------------
Nicholas Adams 254,000 120.5 26 March 2018
----------------- ------------- ----------------
Michael Roller 150,000 128.0 24 March 2017
----------------- ------------- ----------------
Michael Roller 159,000 120.5 26 March 2018
----------------- ------------- ----------------
d. Interests in Bioquell PLC held by other concert parties in its ordinary shares
Name Number of ordinary % of issued share
shares capital
Harwood Capital LLP 12,610,000 29.6%
------------------- ------------------
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: 22 May 2015
Contact name: Michael Roller
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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 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 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
END
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