REG - Poolbeg Pharma PLC - Form 8 (OPD) - Poolbeg Pharma plc

Poolbeg PharmaAnnouncement

08/01/2025 16:00

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RNS Number : 6365S  Poolbeg Pharma PLC  08 January 2025

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:                                                     Poolbeg Pharma 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  Poolbeg Pharma plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         08 January 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          No
 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 0.02p

                                                                      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 Poolbeg Pharma plc's ordinary shares of 0.02p each held
 by the directors of Poolbeg Pharma plc:

Director            Number of Ordinary Shares                  % of issued share capital
 Cathal Friel                        37,219,757                 7.44%
 Ian O'Connell       8,326,839                                  1.66%
 Jeremy Skillington  873,497                                    0.17%
 Brendan Buckley     2,631,474                                  0.52%
 Luke O'Neill        -                                          -
 Eddie Gibson        -                                          -

 

 b)    Rights to subscribe for Interests in Poolbeg Pharma plc's ordinary
 shares of 0.02p each held by the directors of Poolbeg Pharma plc:

Director               Type           Number of shares under Option  Date of Grant  Expiry Date  Exercise price per share
 Cathal Friel           Warrants       240,681                        13/07/2021     18/07/2026   10p
 Cathal Friel(A)        Share Options  3,500,000                      13/07/2021     12/07/2031   10p
 Cathal Friel(B)        Share Options  3,500,000                      13/07/2021     12/07/2031   15p
 Cathal Friel(C)        Share Options  3,500,000                      13/07/2021     12/07/2031   15p
 Jeremy Skillington(A)  Share Options  5,000,000                      13/07/2021     12/07/2031   10p
 Jeremy Skillington(B)  Share Options  5,000,000                      13/07/2021     12/07/2031   15p
 Jeremy Skillington(C)  Share Options  5,000,000                      13/07/2021     12/07/2031   15p
 Ian O'Connell(A)       Share Options  3,500,000                      13/07/2021     12/07/2031   10p
 Ian O'Connell(B)       Share Options  3,500,000                      13/07/2021     12/07/2031   15p
 Ian O'Connell(C)       Share Options  3,500,000                      13/07/2021     12/07/2031   15p
 Cathal Friel(D)        EIP Options    4,639,175                      14/02/2024     06/02/2031   0.02p
 Jeremy Skillington(D)  EIP Options    4,639,175                      14/02/2024     06/02/2031   0.02p
 Ian O'Connell(D)       EIP Options    4,639,175                      14/02/2024     06/02/2031   0.02p

 Vesting conditions for the above options are as follows:

 (A) The closing price must be at least 10p for five consecutive business days
 when exercised

 (B) The closing price must be at least 15p for five consecutive business days
 when exercised

 (C) The closing price must be at least 20p for five consecutive business days
 when exercised

 (D) Vesting conditional upon the weighted-average of the mid-market closing
 price of the ordinary shares in the Company being 17.945 pence or above over
 a period of fourteen calendar days (representing a c.85% premium to the share
 price at close of market on February 14, 2024). The EIP Options are also
 subject to acceleration in certain scenarios including a change of control of
 the Company.

 

b)    Rights to subscribe for Interests in Poolbeg Pharma plc's ordinary
shares of 0.02p each held by the directors of Poolbeg Pharma plc:

 

 Director               Type           Number of shares under Option  Date of Grant  Expiry Date  Exercise price per share
 Cathal Friel           Warrants       240,681                        13/07/2021     18/07/2026   10p
 Cathal Friel(A)        Share Options  3,500,000                      13/07/2021     12/07/2031   10p
 Cathal Friel(B)        Share Options  3,500,000                      13/07/2021     12/07/2031   15p
 Cathal Friel(C)        Share Options  3,500,000                      13/07/2021     12/07/2031   15p
 Jeremy Skillington(A)  Share Options  5,000,000                      13/07/2021     12/07/2031   10p
 Jeremy Skillington(B)  Share Options  5,000,000                      13/07/2021     12/07/2031   15p
 Jeremy Skillington(C)  Share Options  5,000,000                      13/07/2021     12/07/2031   15p
 Ian O'Connell(A)       Share Options  3,500,000                      13/07/2021     12/07/2031   10p
 Ian O'Connell(B)       Share Options  3,500,000                      13/07/2021     12/07/2031   15p
 Ian O'Connell(C)       Share Options  3,500,000                      13/07/2021     12/07/2031   15p
 Cathal Friel(D)        EIP Options    4,639,175                      14/02/2024     06/02/2031   0.02p
 Jeremy Skillington(D)  EIP Options    4,639,175                      14/02/2024     06/02/2031   0.02p
 Ian O'Connell(D)       EIP Options    4,639,175                      14/02/2024     06/02/2031   0.02p

 Vesting conditions for the above options are as follows:

(A) The closing price must be at least 10p for five consecutive business days
when exercised

(B) The closing price must be at least 15p for five consecutive business days
when exercised

(C) The closing price must be at least 20p for five consecutive business days
when exercised

(D) Vesting conditional upon the weighted-average of the mid-market closing
price of the ordinary shares in the Company being 17.945 pence or above over
a period of fourteen calendar days (representing a c.85% premium to the share
price at close of market on February 14, 2024). The EIP Options are also
subject to acceleration in certain scenarios including a change of control of
the Company.

 

 

 

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:  08 January 2025
 Contact name:        Cathal Friel, Chairman
 Telephone number:    +44 (0) 207 183 1499

 

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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