REG - Yourgene Health PLC - Form 8 (OPD) (Yourgene Health Plc)

Yourgene HealthAnnouncement

13/07/2023 16:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230713:nRSM9796Fa&default-theme=true

RNS Number : 9796F  Yourgene Health PLC  13 July 2023

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:                                                     Yourgene Health 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  Yourgene Health Plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         12 July 2023

      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:

                                                                      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  NIL     -      NIL       -
 purchase/sell:
                                                                      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 held by the directors of Yourgene Health Plc, their close
 relatives and related trusts

Name                  Number of ordinary shares  % of issued share capital
 Dr Bill Chang((1))    315,849,418                9.94
 Lyn Rees              85,371,235                 2.69
 Dr John Brown         33,685,783                 1.06
 Dr Joanne Mason((2))  6,999,999                  0.22

Note (¹): Including connected parties

 Note ((2)): Dr Joanne Mason holds in aggregate 7,782,770 Yourgene shares of
 which 782,771 Yourgene shares are held pursuant to the SIP.

 b)   Interests held as options or awards under the share plans of Yourgene
 Health Plc by the directors of Yourgene Health Plc and their close relatives
 and related trusts who are not exempt principal traders for the purposes of
 Rule 8 of the Code

 Dr Bill Chang

Description of award         Date of award  Number of shares (under option or conditional award)  Exercise price (pence)  Vesting date                  Expiry date
 Unapproved(3) share options  31/05/2019     400,000                                               10.25p                  Vested between 2020 and 2022  31/5/2029
 Unapproved(3) share options  2/7/2018       400,000                                               7.75p                   Vested between 2019 and 2021  30/6/2028
 Unapproved(3) share options  2/3/2017       300,000                                               10p                     Vested between 2019 and 2021  1/3/27

 

 Lyn Rees

Description of award                 Date of award  Number of shares (under option or conditional award)  Exercise price (pence)  Vesting date                  Expiry date
 EMI and unapproved(3) share options  2/7/2018       10,000,000                                            7.75p                   Vested between 2019 and 2021  30/6/2018
 Unapproved(3) share options          31/5/2019      4,000,000                                             10.25p                  Vested between 2020 and 2022  31/5/2029

 

 Dr Joanne Mason

Description of award  Date of award  Number of shares (under option or conditional award)  Exercise price (pence)  Vesting date                                                                Expiry date
 EMI share options     18/6/2020      400,000                                               18p                     Two-thirds vested between 2021 & 2022; one-third failed to vest             17/6/2030
 EMI share options     25/9/2020      350,000                                               18p                     Two-thirds vested between 2021 & 2022; unlikely to vest in 2023             17/6/2030
 EMI share options     22/3/2021      250,000                                               18p                     One-third vested; 2022; one-third failed to vest in 2023; one-third due to  21/3/2031
                                                           vest in 2024

 

 Jonathan Seaton

Description of award         Date of award  Number of shares (under option or conditional award)  Exercise price (pence)  Vesting date                  Expiry date
 Unapproved(3) share options  29/10/2019     1,500,000                                             12p                     Vested between 2020 and 2022  28/10/2029

 

 Note ((3)): Unapproved share options represent those that have been awarded
 pursuant to Yourgene Health Plc's share options plan but which do not
 constitute qualifying Enterprise Management Incentive ("EMI") options.

 c)   Interests and short positions held by connected advisors of Yourgene
 Health Plc

 None

 d)   Interests, short positions and rights to subscribe held by other
 presumed concert parties of Yourgene Health Plc

Name                       Number of ordinary shares  % of issued share capital
 Link Market Trustees((4))  11,622,268                 0.37%

Note ((4)): Link Market Trustees holds Yourgene Health Plc shares on behalf of
 employees pursuant to its SIP.

Note (¹): Including connected parties

Note ((2)): Dr Joanne Mason holds in aggregate 7,782,770 Yourgene shares of
which 782,771 Yourgene shares are held pursuant to the SIP.

 

b)   Interests held as options or awards under the share plans of Yourgene
Health Plc by the directors of Yourgene Health Plc and their close relatives
and related trusts who are not exempt principal traders for the purposes of
Rule 8 of the Code

 

Dr Bill Chang

 

 Description of award         Date of award  Number of shares (under option or conditional award)  Exercise price (pence)  Vesting date                  Expiry date
 Unapproved(3) share options  31/05/2019     400,000                                               10.25p                  Vested between 2020 and 2022  31/5/2029
 Unapproved(3) share options  2/7/2018       400,000                                               7.75p                   Vested between 2019 and 2021  30/6/2028
 Unapproved(3) share options  2/3/2017       300,000                                               10p                     Vested between 2019 and 2021  1/3/27

 

Lyn Rees

 

 Description of award                 Date of award  Number of shares (under option or conditional award)  Exercise price (pence)  Vesting date                  Expiry date
 EMI and unapproved(3) share options  2/7/2018       10,000,000                                            7.75p                   Vested between 2019 and 2021  30/6/2018
 Unapproved(3) share options          31/5/2019      4,000,000                                             10.25p                  Vested between 2020 and 2022  31/5/2029

 

Dr Joanne Mason

 

 Description of award  Date of award  Number of shares (under option or conditional award)  Exercise price (pence)  Vesting date                                                                Expiry date
 EMI share options     18/6/2020      400,000                                               18p                     Two-thirds vested between 2021 & 2022; one-third failed to vest             17/6/2030
 EMI share options     25/9/2020      350,000                                               18p                     Two-thirds vested between 2021 & 2022; unlikely to vest in 2023             17/6/2030
 EMI share options     22/3/2021      250,000                                               18p                     One-third vested; 2022; one-third failed to vest in 2023; one-third due to  21/3/2031
                                                                                                                    vest in 2024

 

 

Jonathan Seaton

 

 Description of award         Date of award  Number of shares (under option or conditional award)  Exercise price (pence)  Vesting date                  Expiry date
 Unapproved(3) share options  29/10/2019     1,500,000                                             12p                     Vested between 2020 and 2022  28/10/2029

 

Note ((3)): Unapproved share options represent those that have been awarded
pursuant to Yourgene Health Plc's share options plan but which do not
constitute qualifying Enterprise Management Incentive ("EMI") options.

 

c)   Interests and short positions held by connected advisors of Yourgene
Health Plc

 

None

 

d)   Interests, short positions and rights to subscribe held by other
presumed concert parties of Yourgene Health Plc

 Name                       Number of ordinary shares  % of issued share capital
 Link Market Trustees((4))  11,622,268                 0.37%

Note ((4)): Link Market Trustees holds Yourgene Health Plc shares on behalf of
employees pursuant to its SIP.

 

 

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:  13 July 2023
 Contact name:        Barry Hextall
 Telephone number:    +44 (0) 161 669 8122

 

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) .

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FEESFAFIDEDSEEW