REG - Intelligent Ultrasnd - Replacement - Form 8 (OPD) - IUG

Intelligent UltrasoundAnnouncement

20/01/2025 09:15

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RNS Number : 9450T  Intelligent Ultrasound Group PLC  20 January 2025

Amendment:

 

This form replaces the original announcement at 15:45 on 20(th) December 2024.
Section 3(a) has been amended, with the number of ordinary shares held by
Nicholas Avis and connected persons updated from 407,754 to 548,931.

 

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:                                                     Intelligent Ultrasound Group plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 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  Intelligent Ultrasound Group plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         20 December 2024

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 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 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 1p

                                                                      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  Nil     Nil    Nil       Nil
 purchase/sell:
                                                                      Nil     Nil    Nil       Nil

      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)    Interests in Intelligent Ultrasound Group plc's ordinary shares of 1p
 each held by the directors of Intelligent Ultrasound Group plc:

Director            Number of Ordinary Shares  % of issued share capital
 Stuart Gall         1,491,042                  0.46%
 Helen Jones         149,292                    0.05%
 Ingeborg Oie        216,216                    0.07%
 Riccardo Pigliucci  117,648                    0.04%
 Nicholas Avis       548,931*                   0.16%

 

 *The figure included in relation to the number of Nicholas Avis' Intelligent
 Ultrasound Shares includes 141,177 Intelligent Ultrasound Shares held by his
 connected persons representing 0.04 per cent. of the Intelligent Ultrasound
 Shares in issue.

 b)    Rights to subscribe for Interests in Intelligent Ultrasound Group
 plc's ordinary shares of 1p each held by the directors of Intelligent
 Ultrasound Group plc:

Director     Type                Number of shares under Option  Date of Grant  Fully Vesting Date  Expiry Date  Exercise price per share
 Stuart Gall  EMI                 545,591                        29.05.2018     29.05.2021          29.05.2028   11.25p
 Stuart Gall  Non-tax advantaged  1,891,409                      29.05.2018     29.05.2021          29.05.2028   11.25p
 Helen Jones  EMI                 1,000,000                      24.04.2020     24.04.2023          24.04.2030   12.00p
 Helen Jones  EMI                 662,266                        21.12.2020     21.12.2023          21.12.2030   15.25p
 Stuart Gall  Non-tax advantaged  1,087,498                      21.12.2020     21.12.2023          21.12.2030   15.25p
 Stuart Gall  EMI                 530,428                        21.12.2023     21.12.2026          21.12.2033   9.60p
 Stuart Gall  Non-tax advantaged  501,322                        21.12.2023     21.12.2026          21.12.2033   9.60p
 Helen Jones  EMI                 302,131                        21.12.2023     21.12.2026          21.12.2033   9.60p
 Helen Jones  Non-tax advantaged  334,409                        21.12.2023     21.12.2026          21.12.2033   9.60p

Note: All option grants listed above vest in tranches over a 36 month period.

 

*The figure included in relation to the number of Nicholas Avis' Intelligent
Ultrasound Shares includes 141,177 Intelligent Ultrasound Shares held by his
connected persons representing 0.04 per cent. of the Intelligent Ultrasound
Shares in issue.

 

b)    Rights to subscribe for Interests in Intelligent Ultrasound Group
plc's ordinary shares of 1p each held by the directors of Intelligent
Ultrasound Group plc:

 

 Director     Type                Number of shares under Option  Date of Grant  Fully Vesting Date  Expiry Date  Exercise price per share
 Stuart Gall  EMI                 545,591                        29.05.2018     29.05.2021          29.05.2028   11.25p
 Stuart Gall  Non-tax advantaged  1,891,409                      29.05.2018     29.05.2021          29.05.2028   11.25p
 Helen Jones  EMI                 1,000,000                      24.04.2020     24.04.2023          24.04.2030   12.00p
 Helen Jones  EMI                 662,266                        21.12.2020     21.12.2023          21.12.2030   15.25p
 Stuart Gall  Non-tax advantaged  1,087,498                      21.12.2020     21.12.2023          21.12.2030   15.25p
 Stuart Gall  EMI                 530,428                        21.12.2023     21.12.2026          21.12.2033   9.60p
 Stuart Gall  Non-tax advantaged  501,322                        21.12.2023     21.12.2026          21.12.2033   9.60p
 Helen Jones  EMI                 302,131                        21.12.2023     21.12.2026          21.12.2033   9.60p
 Helen Jones  Non-tax advantaged  334,409                        21.12.2023     21.12.2026          21.12.2033   9.60p

Note: All option grants listed above vest in tranches over a 36 month period.

 

 

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:  20 January 2025
 Contact name:        Helen Jones, Chief Financial Officer
 Telephone number:    +44 (0) 29 7220 0500

 

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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