RNS Number : 1829Y
Advanced Oncotherapy PLC
02 May 2023
 

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:

Advanced Oncotherapy 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.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Advanced Oncotherapy plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

2 May 2023

(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"

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

Nil

0

(2) Cash-settled derivatives:

 

Nil

0

Nil

0

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

Nil

0

Nil

0

 

     TOTAL:

Nil

0

Nil

0

 

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 Advanced Oncotherapy plc (the "Company") have the following interests in the Company:

 

Details of Ordinary Shares and share options owned by the Directors of the Company:

Board Member

# Ordinary Shares

# Options

Details on the Options

Dr Enrico C Vanni

4,076,361

 N/A

 N/A

Dr Michael Sinclair & Family

9,440,814

6,045,000

• 545,000 options with an exercise price of 100p and maturity date as of 20/02/2024 issued on 21/02/2019.
• 5,500,000 options with an exercise price of 50p and maturity date as of 04/10/2025 issued on 05/10/2020.

Dr Piers Nicholas Plowman

4,675,304

 N/A

 N/A

Mr Hans von Celsing

982,499

 N/A

 N/A

Mr Michael Bradfield

8,354,240

 N/A

 N/A

Mr Nicolas Serandour

2,177,134

7,900,000

• 1,400,000 options with an exercise price of 100p and maturity date as of 20/02/2024 issued on 21/02/2019.
• 6,500,000 options with an exercise price of 50p and maturity date as of 04/10/2025 issued on 05/10/2020.

Mrs Lori Cross

293,749

 N/A

 N/A

Mrs Renhua Zhang and Liquid Harmony

45,757,097

 N/A

 N/A

Prof Steve Myers

1,540,569

1,715,000

• 215,000 options with an exercise price of 100p and maturity date as of 20/02/2024 issued on 21/02/2019.
• 1,500,000 options with an exercise price of 50p and maturity date as of 04/10/2025 issued on 05/10/2020.

 

Details of warrant and secured convertible notes owned by the Directors of the Company:

 

Board Member

# Warrants

Details on the Warrants

Secured Convertible Notes

Details on the Secured Convertible Notes

Dr Enrico C Vanni

740,816

 • 40,816 warrants issued on 31/08/2018 with an exercise price of 100p and maturity date as of 31/08/2023

 • 500,000 warrants issued on 03 March 2022 with an exercise price at 60p and maturity date as of 28 February 2025

• 200,000 warrants issued on 18/08/2022 with an exercise price of 25p and maturity date as of 01/07/2026

£30,000

Maturity date 9 months following receipt of funds, option to convert at 20% discount to next equity raising, interest of 1.25% per month. Includes a revenue sharing agreement with Harley Street Centre (See RNS 5649R dated 1 March 2023 for further details).

Dr Michael Sinclair & Family

 430,000

 • Issued on 18/08/2022 with an exercise price of 25p and maturity date as of 01/07/2026

£563,000

As above

Dr Piers Nicholas Plowman

61,224

 • Issued on 31/08/2018 with an exercise price of 100p and maturity date as of 31/08/2023

£10,000

As above

Mr Hans von Celsing

6,000

 • Issued on 31/08/2018 with an exercise price of 100p and maturity date as of 31/08/2023

£10,000

As above

Mr Michael Bradfield

 N/A

 N/A

£80,000

As above

Mr Nicolas Serandour

 N/A

 N/A

£10,000

As above

Mrs Renhua Zhang and Liquid Harmony

 140,000

 • Issued on 18/08/2022 with an exercise price of 25p and maturity date as of 01/07/2026

N/A

 N/A

Prof Steve Myers

 N/A

 N/A

£25,000

As above

 

 

 

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:

2 May 2023

Contact name:

Henry Clarke

Telephone number:

+ 44 20 3325 8290

 

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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