TIDMOSI TIDMTTM

RNS Number : 3440L

Osirium Technologies PLC

05 September 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:                                                                  Osirium Technologies plc 
 (b) Owner or controller of interests and short positions disclosed, if different from        N/A 
 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 relates:      Osirium Technologies plc 
  Use a separate form for each offeror/offeree 
                                                                                             ------------------------- 
 (d) Is the discloser the offeror or the offeree?                                             Offeree 
                                                                                             ------------------------- 
 (e) Date position held:                                                                      4 September 2023 
  The latest practicable date prior to the disclosure 
                                                                                             ------------------------- 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in         N/A 
 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 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:    None 
 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 of 1 pence each ("Ordinary Shares") held by directors of Osirium Technologies 
  plc and their close relatives: 
 
   Name                Number of Ordinary   % of Ordinary Shares 
                              Shares held                   held 
   Simon Lee                    1,656,083                  1.35% 
                      -------------------  --------------------- 
   David Guyatt(1)              9,913,109                  8.09% 
                      -------------------  --------------------- 
   Stuart McGregor                896,523                  0.73% 
                      -------------------  --------------------- 
   Rupert Hutton(2)             1,140,580                  0.93% 
                      -------------------  --------------------- 
   Simon Hember                   103,571                  0.08% 
                      -------------------  --------------------- 
 
 
  (1) Total holdings of David Guyatt and close family members 
  (2) Total holdings of Rupert Hutton and close family members 
 
 
 
  (B) Options held by Osirium Technologies plc directors and their close relatives in Osirium 
  Technologies plc's Ordinary Shares: 
 
   Name         Granted   Number           Exercise   Scheme            Vesting   Expiry 
                           of options       price                        period    date 
                           over Ordinary 
                           Shares 
                           held 
   Stuart        19 May        3,676,460    2 pence        Enterprise   3 years   18 May 
    McGregor       2023                                    Management               2033 
                                                            Incentive 
                                                          (EMI) Share 
                                                               Option 
                                                       Plan 2020-2025 
               --------  ---------------  ---------  ----------------  --------  ------- 
   Rupert        19 May        1,225,487    2 pence        Enterprise   3 years   18 May 
    Hutton         2023                                    Management               2033 
                                                            Incentive 
                                                          (EMI) Share 
                                                               Option 
                                                       Plan 2020-2025 
               --------  ---------------  ---------  ----------------  --------  ------- 
   Catherine     19 May          612,743    2 pence        Enterprise   3 years   18 May 
    Jamieson       2023                                    Management               2033 
                                                            Incentive 
                                                          (EMI) Share 
                                                               Option 
                                                       Plan 2020-2025 
               --------  ---------------  ---------  ----------------  --------  ------- 
   Tom Guyatt    19 May          612,743    2 pence        Enterprise   3 years   18 May 
                   2023                                    Management               2033 
                                                            Incentive 
                                                          (EMI) Share 
                                                               Option 
                                                       Plan 2020-2025 
               --------  ---------------  ---------  ----------------  --------  ------- 
 
 
  (c) Interests of persons acting in concert with Osirium Technologies plc (in addition to 
  those set out in (a) above) in the Osirium Technologies plc's Ordinary Shares 
   Name               Number of ordinary   % of voting share 
                       shares held          capital 
   Allenby Capital 
    Limited           1,625,950            1.33% 
                     -------------------  ------------------ 
 

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:    5 September 2023 
 Contact name:          Rupert Hutton, Chief Financial Officer 
                       --------------------------------------- 
 Telephone number:      +44 (0)1183 242 444 
                       --------------------------------------- 
 

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 .

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September 05, 2023 02:00 ET (06:00 GMT)

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