REG - Nanoco Group PLC - Form 8.3 - Nanoco Group PLC
RNS Number : 8832SNanoco Group PLC11 November 2019FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser:
Michael Albert Edelman
(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
The shares are held in nominee accounts where the discloser has sole discretion over any decision to buy or sell shares.
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
Nanoco Group plc
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
N/A
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
8 November 2019
(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"
N/A
2. POSITIONS OF THE PERSON 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 following the dealing (if any)
Class of relevant security:
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
1,324,734
0.46
NIL
0
(2) Cash-settled derivatives:
NIL
NIL
0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
4,304,081
1.50
NIL
0
TOTAL:
5,628,815
1.97
NIL
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).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists:
Share options over ordinary shares of 10p each in Nanoco Group PLC (as shown in 2 (a) (3) above)
Details, including nature of the rights concerned and relevant percentages:
Share options with performance conditions over ordinary shares of 10p each in Nanoco Group PLC (as shown in 2 (a) (3) above)
Number of potential shares
Strike price
Normal vesting date
Expiry date
1,149,106
Nil
Oct 2020
6 Dec 2027
923,824
Nil
Oct 2021
6 Nov 2028
The awards above will vest to the extent that they pass the associated performance conditions and vesting occurs on the day that the Group's annual results for the year are published - usually in October each year. In the event of a change of control the Remuneration Committee has the discretion to waive the performance conditions and / or to apply time apportionment of any award.
Share options without performance conditions but with a holding period over ordinary shares of 10p each in Nanoco Group PLC
Number of potential shares
Strike price
End of normal holding period
Expiry date
731,151
Nil
31 Oct 2021
31 Dec 2021
In the event of a change of control, the options become exercisable immediately and the remainder of the holding period falls away.
Share options without performance conditions and without a holding period over ordinary shares of 10p each in Nanoco Group PLC
Number of potential shares
Strike price
Expiry date
500,000
50p
25 Nov 2021
1,000,000
57p
22 Oct 2022
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), 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 security
Purchase/sale
Number of securities
Price per unit
(b) Cash-settled derivative transactions
Class of relevant security
Product description
e.g. CFD
Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
Number of reference securities
Price per unit
(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
e.g. American, European etc.
Expiry date
Option money paid/ received per unit
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
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 person 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 person 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:
11 November 2019
Contact name:
Brian Tenner, Nanoco Group PLC
Telephone number*:
+44 (0) 161 603 7900
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.
*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDRETFFLFWSFUSESF
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