REG - Creightons PLC InnovaDerma PLC - Form 8 (OPD) CREIGHTONS

CreightonsAnnouncement

04/02/2021 17:40

RNS Number : 0737O
  
Creightons PLC
  
04 February 2021
  
 

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:


Creightons 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


Creightons plc




(d) Is the discloser the offeror or the offeree?


OFFEROR




(e) Date position held:
     The latest practicable date prior to the disclosure


4th February 2021




(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:
 


Creightons plc ordinary shares of 1p each




 
 


Interests


Short positions




Number


%


Number


%




(1) Relevant securities owned and/or controlled:


NIL


-


NIL


-




(2) Cash-settled derivatives:
 


NIL


-


NIL


-




(3) Stock-settled derivatives (including options) and agreements to purchase/sell:


NIL


-


NIL


-




 
     TOTAL:


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:




 
The interests of the directors of Creightons plc in the ordinary shares of 1p each ("Ordinary Shares") are as follows:
 




Director


Number of Ordinary Shares of 1p each in the Offeror 


Percentage of issued ordinary share capital (%) (excluding shares under option) of the Offeror




William McIlroy (Note)


16,219,275


25.05%




Bernard Johnson


5,087,844


7.86%




Nicholas O'Shea


100,000


0.15%




William Glencross


67,500


0.10%




Pippa Clark


651,818


1.01%




Martin Stevens 


881,818


1.36%




Paul Forster


1,183,318


1.83%




 
Note: Mr McIlroy's holding incudes 14,450,000 Ordinary Shares held in the name of Ontario Developments Ltd, a private company of which Mr McIlroy is a director and controlling shareholder.
 
The outstanding rights to subscribe for ordinary shares of 1p each ("Ordinary Shares") in Creightons plc granted to Directors are as follows:
 




Director


Number of share options 


Exercise price (pence)


Date of grant


Vesting date


Expiry date




William McIlroy


1,300,000


5.5p


28/11/2014


28/11/2017


27/11/2024




 


900,000


26.8p


18/10/2018


18/10/2021


17/10/2028




Bernard Johnson


900,000


26.8p


18/10/2018


18/10/2021


17/10/2028




Nicholas O'Shea


150,000


26.8p


18/10/2018


18/10/2021


17/10/2028




William Glencross


150,000


26.8p


18/10/2018


18/10/2021


17/10/2028




Pippa Clark


200,000


4.5p


09/09/2015


09/09/2018


08/09/2025




 


600,000


26.8p


18/10/2018


18/10/2021


17/10/2028




 


200,000


36.0p


08/07/2020


08/07/2023


07/07/2030




Martin Stevens 


400,000


26.8p


18/10/2018


18/10/2021


17/10/2028




 


100,000


36.0p


08/07/2020


08/07/2023


07/07/2030




Paul Forster


300,000


26.8p


18/10/2018


18/10/2021


17/10/2028




 


100,000


36.0p


08/07/2020


08/07/2023


07/07/2030




 
Beaumont Cornish Limited (connected adviser to the Offeror) has no interest in the Offeror's Ordinary Shares.
 




 
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:


4th February 2021




Contact name:


Nicholas O'Shea




Telephone number:


01733 281000




 
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.
 

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