REG-BARCLAYS PLC Form 8.5 (EPT/NON-RI) - CLINIGEN GROUP PLC

BarclaysAnnouncement

20/01/2022 12:30

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Form 8.5 (EPT/NON-RI) - CLINIGEN GROUP PLC

 

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR
WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION
 (a) Name of exempt principal trader:                                             BARCLAYS CAPITAL SECURITIES LTD                                                 
 (b) Name of offeror/offeree in relation to whose relevant securities this form   CLINIGEN GROUP PLC                                                              
 relates:                                                                                                                                                         
 
                                                                                                                                                                
 Use a separate form for each offeror/offeree                                                                                                                     
 (c) Name of the party to the offer with which exempt principal trader is         Triley Bidco Limited (a newly-formed company indirectly owned by Triton Funds)  
 connected:                                                                                                                                                       
 (d) Date position held/dealing undertaken:                                       19 Jan 2022                                                                     
 
                                                                                                                                                                
 For an opening position disclosure, state the latest practicable date prior to                                                                                   
 the disclosure                                                                                                                                                   
 (e) In addition to the company in 1(b) above, is the exempt principal trader     NO                                                                              
 making disclosures in respect of any other party to the offer?                                                                                                   
 
                                                                                                                                                                
 If it is a cash offer or possible cash offer, state “N/A”                                                                                                        


2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), 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 following the dealing (if any)
 Class of relevant security:                                   0.1p ordinary                              
                                                               Interests           Short Positions      
                                                               Number     (%)      Number     (%)       
 (1)         Relevant securities owned                                                                  
             and/or controlled:                                2,056,562  1.54%    408,439    0.31%     
                                                                                                        
 (2)         Cash-settled derivatives:                                                                  
                                                               315,500    0.24%    1,709,830  1.28%     
                                                                                                        
 (3)         Stock-settled derivatives (including options)                                              
             and agreements to purchase/sell:                  0          0.00%    0          0.00%     
                                                                                                        
 (4)                                                                                                    
             TOTAL:                                            2,372,062  1.78%    2,118,269  1.59%     
                                                                                                        


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).

(b) Rights to subscribe for new securities (including directors’ and other
employee options)
 Class of relevant security in relation to which subscription right exists:       
 Details, including nature of the rights concerned and relevant percentages:      


3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales
 Class of relevant                  Purchase/sale          Total number of          Highest price per unit  Lowest price per unit  
 security                                                  securities               paid/received           paid/received          
 0.1p ordinary                      Purchase               69,946                   9.0793 GBP              9.04 GBP               
 0.1p ordinary                      Sale                   23,188                   9.0925 GBP              9.054 GBP              
                                                                                                                                   
 (b) Cash-settled derivative transactions                                                                                          
 Class of                           Product                Nature of dealing        Number of               Price per              
 relevant                           description                                     reference               unit                   
 security                                                                           securities                                     
 0.1p ordinary                      SWAP                   Long                     182                     9.0592 GBP             
 0.1p ordinary                      SWAP                   Long                     506                     9.0500 GBP             
 0.1p ordinary                      SWAP                   Long                     1,108                   9.0550 GBP             
 0.1p ordinary                      SWAP                   Short                    177                     9.0540 GBP             
 0.1p ordinary                      SWAP                   Short                    534                     9.0800 GBP             
 0.1p ordinary                      SWAP                   Short                    587                     9.0761 GBP             
 0.1p ordinary                      SWAP                   Short                    1,742                   9.0669 GBP             
 0.1p ordinary                      CFD                    Short                    3,955                   9.0812 GBP             
 0.1p ordinary                      CFD                    Short                    4,000                   9.0500 GBP             
 0.1p ordinary                      SWAP                   Short                    8,481                   9.0689 GBP             
 0.1p ordinary                      CFD                    Short                    24,943                  9.0631 GBP             


(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying
 Class of relevant security  Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number of securities to which option relates  Exercise price per unit  Type                           Expiry date  Option money paid/ received per unit  
                                                                                                                                                                                      
                                                                                 
                                                                                                                                                                                      e.g. American, European etc.                                                      
                                                                                                                                                                                                                                                                        


(ii) Exercise
 Class of relevant security  Product description  Exercising/ exercised against  Number of securities  Exercise price per unit  
                             
                                                                                                  
                             e.g. call option                                                                                   
                                                                                                                                
                                                                                                       
                        
                                                                                                                                


(d) Other dealings (including subscribing for new securities)
 Class of relevant security  Nature of dealing               Details  Price per unit (if applicable)  
                             
                                                                        
                             e.g. subscription, conversion                                            
                                                                                                      
                             
                                                                        
                                                                                                      


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 exempt      
 principal trader making the disclosure and any party to the offer or any         
 person acting in concert with a party to the offer:                              
 
                                                                                
 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 exempt principal trader making the disclosure 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
 Is a Supplemental Form 8 (Open Positions) attached?  NO  

 Date of disclosure:  20 Jan 2022                           
 Contact name:        Large Holdings Regulatory Operations  
 Telephone number:    020 3134 7213                         


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
(http://www.thetakeoverpanel.org.uk/) .



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