Form 8 (OPD) (EKF Diagnostics Holdings plc)

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:	EKF Diagnostics Holdings 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.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	OFFEREE - EKF Diagnostics Holdings plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	28 August 2015
(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"	NO

 

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:	1p ordinary shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0	-	0	-
(2) Cash-settled derivatives:	0	-	0	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	-	0	-
TOTAL:	0	-	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:	None.

 

 

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:

3(a) Interests of directors of EKF Diagnostics Holdings plc in EKF Diagnostics Holdings plc ordinary shares   Director Number of EKF Diagnostics Holdings plc Ordinary Shares % of EKF Diagnostics Holdings plc Issued Ordinary Share Capital Paul Foulger 3,488,589 0.83 Adam Reynolds 3,229,724 0.77 David Evans 1,805,753 0.43 Julian Baines 1,721,955 0.41 Kevin Wilson 947,846 0.22 Richard Evans 178,842 0.04 Tito Bacarese-Hamilton 106,429 0.03 TOTAL 11,479,138 2.72   3(b) Interests in EKF Diagnostics Holdings plc shares held by directors in awards of ordinary shares under EKF Diagnostics Holdings plc's share plans   Name Number of Options Date from which exercisable Expiry date Exercise price (p)     Paul Foulger* 1,000,000 17-Apr-17 17-Apr-24 35   David Evans* 8,545,638 01-Jan-14 31-Dec-20 15   Julian Baines* 8,545,638 01-Jan-14 31-Dec-20 15   Richard Evans 4,260,000 01-Jan-14 31-Dec-20 20   Tito Bacarese-Hamilton 1,300,000 30-May-17 30-May-24 35     *Some of these shares are subject to certain share price performance conditions which are documented fully in the company's Annual Report.   3(c) Interests of connected advisors   Panmure Gordon (UK) Limited   Class of relevant security:   1p ordinary shares     Interests Short positions Number % Number % (1)        Relevant securities owned and/or controlled: - - - - (2)        Derivatives (other than options): - - - - (3)        Options and agreements to purchase/sell: - - - -               TOTAL: - - - -

 

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 September 2015
Contact name:	Paul Foulger
Telephone number:	+44 (0)1932 220 124

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected].  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.