Form 8 (OPD) - Consort Medical 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:	Consort Medical 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	Consort Medical PLC (offeror)
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	13 July 2018
(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:	Ordinary shares of 10 pence each in Consort Medical plc
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	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:	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)   Interests of the directors of Consort Medical plc in the ordinary shares of 10 pence each in Consort Medical plc
Director	No. of ordinary shares held	% of total issued share capital of Consort Medical plc
Jonathan Glenn (1)	165,354	0.335
Paul Hayes(2)	8,157	0.017
Dr Peter Fellner	6,500	0.013
Dr William Jenkins	1,625	0.003
Andrew Hosty	1,579	0.003
Ian Nicholson	1,000	0.002
Steve Crummett(3)	1,000	0.002
Charlotta Finman(4)	948	0.002

⁽¹⁾ 8,429 shares held under the share incentive plan scheme and 118,101 shares held by Jonathan Glenn's wife, Janis Glenn.

⁽²⁾ 4,000 shares held in an ISA, 4,000 shares held in a self-invested personal pension and 157 shares held in the share incentive plan scheme.

⁽³⁾ held in a nominee account for the benefit of Mrs Skerry Crummett

⁽⁴⁾ held in a nominee account with Hargreaves Lansdowne

 

 

b)   Interests of the directors of Consort Medical plc in awards of ordinary shares of 10 pence each under the Performance Share Plan (PSP), Deferred Bonus Plan (DBP) and Save As You Earn (SAYE) plan of Consort Medical plc
Director	Scheme	No. of Ordinary Shares	Vesting Dates	% of total issued share capital of Consort Medical plc
Jonathan Glenn	PSP	182,580	June 2018, June 2019, June 2020 and June 2021	0.370
Jonathan Glenn	DBP	49,957	June 2019, June 2020 and June 2021	0.101
Jonathan Glenn	SAYE	1,853	September 2018 and September 2020	0.004
Paul Hayes	PSP	55,942	June 2020 and June 2021	0.113
Paul Hayes	DBP	8,629	June 2021	0.018

 

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:	16 July 2018
Contact name:	Michelle Palmer
Telephone number:	+44 (0) 1442 867 920

 

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.