Last checked at 31 Jul 2020 16:06
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: | Microsaic Systems 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 | Microsaic Systems plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 31 July 2020 |
(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
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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
Class of relevant security:
| Ordinary shares of 0.25 pence each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | n/a | n/a | ||
(2) Cash-settled derivatives:
| n/a | n/a | ||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | n/a | n/a | ||
TOTAL: | n/a | n/a | ||
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: | n/a |
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: |
Interests of Directors of Microsaic Systems plc in ordinary shares of 0.25 pence each
Peter Grant - 750,000 ordinary shares (0.16%) Glenn Tracey - 800,000 ordinary shares (0.18%) Bevan Metcalf - 1,050,000 ordinary shares (0.23%) Eric Yeatman - 4,646,632 ordinary shares (1.02%)
Interests of Directors of Microsaic Systems plc in ordinary shares of 0.25 pence each under share option No. Exercise price Exercise period Peter Grant 3,500,000 4.05p 2 January 2018 - 2 January 2028* Glenn Tracey 100,000 47.75p 17 April 2015 - 17 April 2025** Glenn Tracey 200,000 23.5p 13 January 2016 - 13 January 2026*** Glenn Tracey 1,000,000 5p 14 September 2016 - 14 September 2026**** Glenn Tracey 1,000,000 4.05p 2 January 2018 - 2 January 2028* Glenn Tracey 2,500,000 1.55p 12 June 2019 - 12 June 2029***** Bevan Metcalf 120,000 23.5p 13 January 2016 - 13 January 2026*** Bevan Metcalf 1,000,000 5p 14 September 2016 - 14 September 2026**** Bevan Metcalf 1,000,000 4.05p 2 January 2018 - 2 January 2028* Bevan Metcalf 2,500,000 1.55p 12 June 2019 - 12 June 2029*****
* These options are subject to performance criteria and not ordinarily exercisable prior to the third anniversary of the date of award as referred to in the announcement by the Company dated 3 January 2018.
** These options are subject to performance criteria and not ordinarily exercisable prior to the third anniversary of the date of award.
*** These options are not ordinarily exercisable prior to the third anniversary of the date of award as referred to in the announcement by the Company dated 14 January 2016.
***\* These options are subject to performance criteria and are not ordinarily exercisable prior to the second anniversary of the date of award as referred to in the announcement by the Company dated 14 September 2016.
****\* These options are subject to performance criteria and are not ordinarily exercisable prior to the third anniversary of the date of award as referred to in the announcement by the Company dated 12 June 2019.
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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
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
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(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
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 31 July 2020 |
| Contact name: | Bevan Metcalf |
| Telephone number: | 01483 661306 |
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.