RNS Number : 3440L
Osirium Technologies PLC
05 September 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:

Osirium Technologies 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

Osirium Technologies plc

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

Offeree

 

(e) Date position held:

     The latest practicable date prior to the disclosure

4 September 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

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

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

Nil

-

Nil

-

 

     TOTAL:

Nil

-

Nil

-

 

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) Ordinary shares of 1 pence each ("Ordinary Shares") held by directors of Osirium Technologies plc and their close relatives:

 

 

Name

Number of Ordinary Shares held

% of Ordinary Shares held

Simon Lee

1,656,083

1.35%

David Guyatt1

9,913,109

8.09%

Stuart McGregor

896,523

0.73%

Rupert Hutton2

1,140,580

0.93%

Simon Hember

103,571

0.08%

 

1Total holdings of David Guyatt and close family members

2Total holdings of Rupert Hutton and close family members

 

 

 

(B)  Options held by Osirium Technologies plc directors and their close relatives in Osirium Technologies plc's Ordinary Shares:

 

 

Name

Granted

Number of options over Ordinary Shares held

Exercise price

Scheme

Vesting period

Expiry date

Stuart McGregor

19 May 2023

3,676,460

2 pence

Enterprise Management Incentive (EMI) Share Option Plan 2020-2025

3 years

18 May 2033

Rupert Hutton

19 May 2023

1,225,487

2 pence

Enterprise Management Incentive (EMI) Share Option Plan 2020-2025

3 years

18 May 2033

Catherine Jamieson

19 May 2023

612,743

2 pence

Enterprise Management Incentive (EMI) Share Option Plan 2020-2025

3 years

18 May 2033

Tom Guyatt

19 May 2023

612,743

2 pence

Enterprise Management Incentive (EMI) Share Option Plan 2020-2025

3 years

18 May 2033

 

(c) Interests of persons acting in concert with Osirium Technologies plc (in addition to those set out in (a) above) in the Osirium Technologies plc's Ordinary Shares

 

Name

Number of ordinary

shares held

% of voting share capital

Allenby Capital Limited

1,625,950

1.33%

 

 

 

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:

5 September 2023

Contact name:

Rupert Hutton, Chief Financial Officer

Telephone number:

+44 (0)1183 242 444

 

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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