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. 
                                                                        ---------------------------------------------- 
 (c) Name of offeror/offeree in relation to whose relevant securities    The Company 
 this form relates: 
 Use a separate form for each offeror/offeree 
                                                                        ---------------------------------------------- 
 (d) Is the discloser the offeror or the offeree?                        OFFEROR 
                                                                        ---------------------------------------------- 
 (e) Date position held:                                                 23 January 2019 
  The latest practicable date prior to the disclosure 
                                                                        ---------------------------------------------- 
 (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" 
                                                                        ---------------------------------------------- 
 
   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 
                       --------------------- 
 Telephone number:      +44 (0) 20 7451 7057 
                       --------------------- 
 

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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February 01, 2019 05:14 ET (10:14 GMT)

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