Science Group PLC Form 8 (OPD) - Science Group plc (9055B)

TIDMSAG

RNS Number : 9055B

Science Group PLC

26 September 2018

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:                                                                    Science Group 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:        Science Group plc 
  Use a separate form for each offeror/offeree 
                                                                                               ------------------ 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ------------------ 
 (e) Date position held:                                                                        25 September 2018 
  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   NO 
  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:                                                       Ordinary shares of 1 pence each 
                                                                                    Interests         Short positions 
                                                                               -------------------  ------------------ 
                                                                                  Number       %       Number      % 
                                                                               -----------  ------  -----------  ----- 
 (1) Relevant securities owned and/or controlled:                                  N/A        N/A       N/A       N/A 
                                                                               -----------  ------  -----------  ----- 
 (2) Cash-settled derivatives:                                                     N/A        N/A       N/A       N/A 
                                                                               -----------  ------  -----------  ----- 
 (3) Stock-settled derivatives (including options) and agreements to               N/A        N/A       N/A       N/A 
 purchase/sell: 
                                                                               -----------  ------  -----------  ----- 
                                                                                   N/A        N/A       N/A       N/A 
   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:    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: 
 
   (a) Ordinary Shares of 1 pence each held by directors of Science Group plc 
 
                           Science Group      % of Science Group 
    Director             Ordinary Shares    issued share capital 
   ------------------  -----------------  ---------------------- 
    Martin Ratcliffe          13,412,906                  33.51% 
    David Courtley               375,000                   0.94% 
    Rebecca Archer                60,000                   0.15% 
   ------------------  -----------------  ---------------------- 
 
 
   (b) Science Group plc 2013 Performance Share Plan granted to directors of Science Group plc 
                      Maximum number 
                         of ordinary       Date of    Exercise      Exercise 
    Director          shares awarded         grant       price        period 
   ---------------  ----------------  ------------  ----------  ------------ 
    Rebecca Archer            25,000    3 Sep 2015   1.0 pence    3 Sep 2018 
                                                                    to 3 Sep 
                                                                        2025 
    Rebecca Archer            25,000   12 Aug 2016   1.0 pence   12 Aug 2019 
                                                                   to 12 Aug 
                                                                        2026 
    Rebecca Archer            25,000    6 Sep 2017   1.0 pence    6 Sep 2020 
                                                                    to 6 Sep 
                                                                        2027 
    Rebecca Archer           100,000   14 May 2018   1.0 pence   14 May 2023 
                                                                   to 14 May 
                                                                        2028 
   ---------------  ----------------  ------------  ----------  ------------ 
 

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:    26 September 2018 
 Contact name:          Sarah Cole, 
                         Group Legal Counsel & Company Secretary 
                       ----------------------------------------- 
 Telephone number:      01223 875200 
                       ----------------------------------------- 
 

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

FEEEALNSALFPEFF

(END) Dow Jones Newswires

September 26, 2018 02:00 ET (06:00 GMT)