YGEN.L

Yourgene Health plc
Yourgene Health PLC - Form 8 (OPD) (Yourgene Health Plc)
13th July 2023, 15:29
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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 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.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Yourgene Health Plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

12 July 2023

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

NO

 

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

-

 

     TOTAL:

NIL

-

NIL

-

 

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

Unapproved3 share options

31/05/2019

400,000

10.25p

Vested between 2020 and 2022

31/5/2029

Unapproved3 share options

2/7/2018

400,000

7.75p

Vested between 2019 and 2021

30/6/2028

Unapproved3 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 unapproved3 share options

2/7/2018

10,000,000

7.75p

Vested between 2019 and 2021

30/6/2018

Unapproved3 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 vest in 2024

21/3/2031

 

 

Jonathan Seaton

 

Description of award

Date of award

Number of shares (under option or conditional award)

Exercise price (pence)

Vesting date

Expiry date

Unapproved3 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.

 

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