Primary Health Properties PLC Form 8 (OPD) (Primary Health Properties PLC (8296O)
01 2월 2019 - 7:14PM
UK Regulatory
TIDMPHP TIDMMXF
RNS Number : 8296O
Primary Health Properties PLC
01 February 2019
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: Primary Health Properties PLC (the "Company")
(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.
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(c) Name of offeror/offeree in relation to whose relevant securities The Company
this form relates:
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEROR
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(e) Date position held: 23 January 2019
The latest practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the discloser making Yes - MedicX Fund Limited ("MedicX")
disclosures in respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
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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 12.5 pence each
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:
--------------- ---- ------------- ---
Class of relevant security: Convertible Bond, ISIN: XS1067950615
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:
---------------- ---- -------------- ---
Class of relevant security: Retail Bond, ISIN: XS0795445823
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) Holdings of ordinary shares of 12.5p each in the Company, holdings in the Convertible Bond
(ISIN: XS1067950615) and holdings in the Retail Bond (ISIN: XS0795445823) by directors and
their close relatives and related trusts
Name No. of ordinary Percentage Holdings Holdings
shares of 12.5p of issued in the in the Retail
each held share capital Convertible Bond
Bond
Steven Owen(1) 73,149 0.009% Nil Nil
----------------- --------------- ---------------- ---------------
Harry Hyman(2) 436,231 0.057% Nil Nil
----------------- --------------- ---------------- ---------------
Nexus Group
Holdings
Limited(3) 12,330,000 1.590% Nil Nil
----------------- --------------- ---------------- ---------------
Richard
Howell(4) 128,208 0.017% Nil Nil
----------------- --------------- ---------------- ---------------
Dr Stephen
Kell 14,182 0.002% Nil Nil
----------------- --------------- ---------------- ---------------
Ian Krieger 81,481 0.011% Nil Nil
----------------- --------------- ---------------- ---------------
Geraldine
Kennell 257,951 0.033% Nil Nil
----------------- --------------- ---------------- ---------------
Nick Wiles 51,624 0.007% Nil Nil
----------------- --------------- ---------------- ---------------
Adam Hyman(5) 24,613 0.003% Nil Nil
----------------- --------------- ---------------- ---------------
Sarah Hyman(6) 27,654 0.004% Nil Nil
----------------- --------------- ---------------- ---------------
Paula Hyman(7) Nil Nil Nil GBP4,600
nominal
----------------- --------------- ---------------- ---------------
(1) This includes 23,822 ordinary shares held by Siân Owen, the wife of Steven Owen
(2) This includes 43,217 ordinary shares held by Anita Hyman, former spouse of Mr Hyman.
(3) Nexus Group Holdings Limited is a wholly owned subsidiary of Nexus Investco Limited, which
is owned by Harry Hyman and his children, Adam Hyman and Sarah Hyman.
(4) This includes 12,268 ordinary shares held by Nexus Central Management Services Limited
as bare trustee for Richard Howell and 101,155 ordinary shares held by his wife Fiona Howell
(5) Harry Hyman's son.
(6) Harry Hyman's daughter.
(7) Harry Hyman's mother.
b) Share options with performance conditions over ordinary shares of 1p each in the Company
held by directors and their close relatives and related trusts - N/A.
c) Share options vested but not exercised over ordinary shares of 1p each in the Company held
by directors and their close relatives and related trusts - N/A.
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: 1 February 2019
Contact name: Paul Wright
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Telephone number: +44 (0) 20 7451 7057
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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.
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.
END
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