REG - Diurnal Group PLC Neurocrine Bio. - Form 8 (OPD) (Diurnal Group)

Neurocrine BiosciencesAnnouncement

05/09/2022 13:45

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RNS Number : 3056Y  Diurnal Group PLC  05 September 2022

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:                                                     Diurnal 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  Diurnal 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:                                                         2 September 2022

      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 shares of £0.05 each

                                                                      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)    Ordinary Shares held by directors of Diurnal Group PLC

         Number of Ordinary Shares  % of Issued Share Capital (170,040,825)
 Richard Ross     2,284,047                  1.34%
 Richard Bungay   337,578                    0.19%
 John Goddard     228,574                    0.13%
 Samuel Williams  113,819                    0.06%
 Alan Raymond     66,849                     0.03%

 

 b)    Options and awards held by directors of Diurnal Group PLC

 Long Term Incentive Plan:

        Maximum number of share awards  Date of Grant  Exercise Price  Vesting date        Exercise Period
 Richard Ross    71,743                          04/12/2018     Nil             Vested              Expiry 04/12/2028
 Richard Ross    82,431                          10/01/2020     Nil             Vesting 10/01/2023  Expiry 10/01/2025
 Richard Ross    137,860                         18/12/2020     Nil             Vesting 18/12/2023  Expiry 18/12/2025
 Richard Ross    155,899                         14/12/2021     Nil             Vesting 31/12/2024  Expiry 31/12/2026
 Richard Bungay  242,857                         08/05/2017     £0.05           Vested              Expiry 18/05/2027
 Richard Bungay  56,877                          17/10/2017     £0.05           Vested              Expiry 17/10/2027
 Richard Bungay  204,083                         04/12/2018     Nil             Vested              Expiry 04/12/2028
 Richard Bungay  239,172                         10/01/2020     Nil             Vesting 10/01/2023  Expiry 10/01/2025
 Richard Bungay  411,764                         18/12/2020     Nil             Vesting 18/12/2023  Expiry 18/12/2025
 Richard Bungay  374,434                         14/12/2021     Nil             Vesting 31/12/2024  Expiry 31/12/2026

 

 

b)    Options and awards held by directors of Diurnal Group PLC

 

Long Term Incentive Plan:

 

                 Maximum number of share awards  Date of Grant  Exercise Price  Vesting date        Exercise Period
 Richard Ross    71,743                          04/12/2018     Nil             Vested              Expiry 04/12/2028
 Richard Ross    82,431                          10/01/2020     Nil             Vesting 10/01/2023  Expiry 10/01/2025
 Richard Ross    137,860                         18/12/2020     Nil             Vesting 18/12/2023  Expiry 18/12/2025
 Richard Ross    155,899                         14/12/2021     Nil             Vesting 31/12/2024  Expiry 31/12/2026
 Richard Bungay  242,857                         08/05/2017     £0.05           Vested              Expiry 18/05/2027
 Richard Bungay  56,877                          17/10/2017     £0.05           Vested              Expiry 17/10/2027
 Richard Bungay  204,083                         04/12/2018     Nil             Vested              Expiry 04/12/2028
 Richard Bungay  239,172                         10/01/2020     Nil             Vesting 10/01/2023  Expiry 10/01/2025
 Richard Bungay  411,764                         18/12/2020     Nil             Vesting 18/12/2023  Expiry 18/12/2025
 Richard Bungay  374,434                         14/12/2021     Nil             Vesting 31/12/2024  Expiry 31/12/2026

 

 

 

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:  2 September 2022
 Contact name:        Mike Scott
 Telephone number:    +44 (0)20 3727 1000

 

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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