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Form 8 (OPD) - LiDCO Group Plc
RNS
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RNS Number : 4423E
LiDCO Group Plc
06 November 2020
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
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(a) Full name of discloser:
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LiDCO Group plc
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(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.
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N/A
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
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LiDCO Group plc
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(d) Is the discloser the offeror or the offeree?
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OFFEREE
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(e) Date position held:
The latest practicable date prior to the disclosure
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30 October 2020
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
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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
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Class of relevant security:
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Ordinary shares of 0.5p in
LiDCO Group plc
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Interests
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Short positions
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Number
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%
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Number
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%
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(1) Relevant securities owned and/or controlled:
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Nil
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Nil
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Nil
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Nil
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(2) Cash-settled derivatives:
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Nil
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Nil
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Nil
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Nil
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(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
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Nil
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Nil
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Nil
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Nil
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TOTAL:
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Nil
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Nil
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Nil
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Nil
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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
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Class of relevant security in relation to which subscription right exists:
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N/A
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Details, including nature of the rights concerned and relevant percentages:
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N/A
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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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:
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(A) Interests held by the directors of
LiDCO Group plc
and their close relatives and related trusts:
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Director
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No. of ordinary shares of 0.5p each held
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Percentage of issued share capital
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Peter Grant
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944,163
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0.39%
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Matthew Sassone
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250,000
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0.10%
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Tim Hall
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100,000
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0.04%
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Philip Cooper
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2,666,667
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1.09%
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James Wetrich
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19,900
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0.01%
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(B) Interests held as options or awards by directors of
LiDCO Group plc
granted under the LiDCO Group plc Share Option Plan 2013 (the "Share Option Plan") which have vested but where the director has not exercised their right to acquire or receive the shares:
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Director
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Scheme
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Original no. of ordinary shares of 0.5p each under option / award (1)
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Exercise price
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Vesting date
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Last date for exercise (2)
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Percentage of issued share capital (3)
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Matt Sassone
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Share Option Plan
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1,248,262
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0.5 pence per share
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15 June 2018
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15 June 2025
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0.51%
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949,540
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0.5 pence per share
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15 June 2018
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15 June 2025
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0.39%
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2,197,802
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0.5 pence per share
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15 June 2019
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15 June 2025
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0.90%
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2,200,000
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0.5 pence per share
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11 April 2020
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10 April 2022
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0.90%
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(1)
The number shown in this column is the maximum number of ordinary shares which are capable of being acquired in connection with that option. The actual number of shares which may be acquired may be less, depending on performance against a share price performance condition.
(2)
The date shown in this column is the last date on which the option may be exercised, but for any earlier change of control of the Offeree in which case the last date for exercise shall be the date 90 days after the date of the change of control. Subject to it becoming unconditional in all respects, the Offer will constitute such a change of control.
(3)
The percentage stated is calculated relative to the undiluted share capital of LiDCO Group plc of 244,174,908 ordinary shares.
(C) Interests held as options or awards by directors of LiDCO Group plc granted under the Share Option Plan which have not yet vested:
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Director
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Scheme
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No. of ordinary shares of 0.5p each under option / award (3)
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Exercise price
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Vesting date
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Last date for exercise (4)
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Percentage of issued share capital (5)
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Matthew Sassone
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Share Option Plan
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1,000,000
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0.5 pence per share
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20 April 2021
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19 April 2023
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0.41%
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2,000,000
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0.5 pence per share
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9 April 2022
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8 April 2024
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0.82%
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Tim Hall
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Share Option Plan
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2,000,000
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0.5 pence per share
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9 April 2022
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8 April 2024
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0.82%
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1,000,000
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0.5 pence per share
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29 April 2023
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28 April 2025
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0.41%
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1,000,000
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0.5 pence per share
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29 April 2024
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28 April 2026
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0.41%
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(3)
The number shown in this column is the maximum number of ordinary shares which are capable of being acquired in connection with that option. The actual number of shares which may be acquired may be less, depending on performance against a share price performance condition.
(4)
The date shown in this column is the last date on which the option may be exercised, but for any earlier change of control of the Offeree in which case the last date for exercise shall be the date 90 days after the date of the change of control. Subject to it becoming unconditional in all respects, the Offer will constitute such a change of control.
(5)
The percentage stated is calculated relative to the undiluted share capital of LiDCO Group plc of 244,174,908 ordinary shares.
(D) Interests of connected advisers of
LiDCO Group plc
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Class of relevant security
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Ordinary shares of 0.5p each in LiDCO Group plc
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Interests
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Short positions
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Number
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%
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Number
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%
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(1) Relevant securities owned and/or controlled
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Nil
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Nil
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Nil
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Nil
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(2) Cash-settled derivatives
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Nil
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Nil
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Nil
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Nil
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(3) Stock-settled derivatives
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Nil
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Nil
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Nil
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Nil
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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
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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"
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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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"
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None
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions)
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NO
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Supplemental Form 8 (SBL)
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NO
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Date of disclosure:
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6th November 2020
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Contact name:
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Tim Hall
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Telephone number:
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020 7749 1509
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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
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