Instem plc Replacement: Form 8 (OPD) - Instem plc (4754L)
September 05 2023 - 1:00PM
UK Regulatory
TIDMINS
RNS Number : 4754L
Instem plc
05 September 2023
Amendment: Form 8 (OPD) - Instem plc
The following amended announcement corrects the date in section
1(e) to be 4 September 2023 and the date of disclosure to be 5
September 2023 in the Form 8 (OPD) announcement released at 4.15
p.m. on 5 September 2023 (under RNS no. 4634L)
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 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: Instem plc
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 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"
-----------------
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
purchase/sell: Nil 0.00 Nil 0.00
-------- ----- ---------- ------
TOTAL: Nil 0.00 Nil 0.00
-------- ----- ---------- ------
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 % of total issued share
Held 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 Vesting Latest Exercise No. of options
Grant period Exercisable price (GBP) outstanding
Date
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 01/01/2031 Nil 3,031
------------ --------- -------------- ------------- ---------------
Nigel
Goldsmith 27/09/2021 3 years 27/09/2031 Nil 25,000
------------ --------- -------------- ------------- ---------------
Nigel
Goldsmith 02/03/2022 3 years 01/01/2032 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: 5 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 .
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