REG - Instem plc - Form 8 (OPD) - Instem plc

CYIOSAnnouncement

08/09/2023 14:15

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RNS Number : 9033L  Instem plc  08 September 2023

Amendment: Form 8 (OPD) - Instem plc

 

The following amended announcement corrects certain 'Latest Exercisable Dates'
in section 3(B) in the Form 8 (OPD) announcement released at 6.00 p.m. on 5
September 2023 (under RNS no. 4754L)

 

The full amended version is below:

 

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:                                                     Instem plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 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  Instem plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         4 September 2023

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect 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     0.00   Nil       0.00
 (2) Cash-settled derivatives:                                        Nil     0.00   Nil       0.00

 (3) Stock-settled derivatives (including options) and agreements to  Nil     0.00   Nil       0.00
 purchase/sell:
                                                                      Nil     0.00   Nil       0.00

      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:

 A)   Holdings of ordinary shares by directors of Instem plc and their close
 relatives:

Name             No. Ordinary Shares Held  % of total issued share capital carrying voting rights
 David Gare*      1,326,865                 5.79%
 Phil Reason      770,714                   3.36%
 Nigel Goldsmith  10,000                    0.04%

 

 *Includes holdings of Deborah Walker and Michael Gare and shares held via DG
 2008 Discretionary Settlement Trust (of which David Gare and Norma Gare are
 trustees)

 B)   The directors of the Company have the following rights to subscribe for
 the following relevant Instem plc securities under the share options plans:

Name             Date of Grant  Vesting period  Latest Exercisable Date  Exercise price (£)   No. of options outstanding
 Phil Reason      26/06/2020     3 years         15/03/2024               Nil                  76,000
 Phil Reason      16/04/2021     3 years         15/03/2025               Nil                  4,387
 Phil Reason      27/09/2021     3 years         15/03/2025               Nil                  25,000
 Phil Reason      02/03/2022     3 years         15/03/2026               Nil                  4,833
 Nigel Goldsmith  29/07/2015     3 years         28/07/2025               0.10                 62,500
 Nigel Goldsmith  22/02/2018     3 years         22/02/2028               Nil                  80,000
 Nigel Goldsmith  26/06/2020     3 years         26/06/2030               Nil                  74,000
 Nigel Goldsmith  16/04/2021     3 years         16/04/2031               Nil                  3,031
 Nigel Goldsmith  27/09/2021     3 years         27/09/2031               Nil                  25,000
 Nigel Goldsmith  02/03/2022     3 years         02/03/2032               Nil                  2,165

 

 

*Includes holdings of Deborah Walker and Michael Gare and shares held via DG
2008 Discretionary Settlement Trust (of which David Gare and Norma Gare are
trustees)

 

B)   The directors of the Company have the following rights to subscribe for
the following relevant Instem plc securities under the share options plans:

 

 Name             Date of Grant  Vesting period  Latest Exercisable Date  Exercise price (£)   No. of options outstanding
 Phil Reason      26/06/2020     3 years         15/03/2024               Nil                  76,000
 Phil Reason      16/04/2021     3 years         15/03/2025               Nil                  4,387
 Phil Reason      27/09/2021     3 years         15/03/2025               Nil                  25,000
 Phil Reason      02/03/2022     3 years         15/03/2026               Nil                  4,833
 Nigel Goldsmith  29/07/2015     3 years         28/07/2025               0.10                 62,500
 Nigel Goldsmith  22/02/2018     3 years         22/02/2028               Nil                  80,000
 Nigel Goldsmith  26/06/2020     3 years         26/06/2030               Nil                  74,000
 Nigel Goldsmith  16/04/2021     3 years         16/04/2031               Nil                  3,031
 Nigel Goldsmith  27/09/2021     3 years         27/09/2031               Nil                  25,000
 Nigel Goldsmith  02/03/2022     3 years         02/03/2032               Nil                  2,165

 

 

 

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:  8 September 2023
 Contact name:        Nigel Goldsmith, Chief Financial Officer
 Telephone number:    +44 17 8582 5608

 

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
(http://www.thetakeoverpanel.org.uk) .

 

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