Form 8 (DD) - Biocompatibles International plc
January 05 2011 - 4:25AM
UK Regulatory
TIDMBII
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer or person acting in Executive Directors
concert making the disclosure: of
Biocompatibles
International 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
(c) Name of offeror/offeree in relation to whose relevant Biocompatibles
securities this form relates: International plc
Use a separate form for each offeror/offeree
(d) Status of person making the disclosure: Person acting in
concert with the
e.g. offeror, offeree, person acting in concert with offeree
the offeror/offeree (specify name of offeror/offeree)
(e) Date dealing undertaken: 04 January 2011
(f) Has the party previously disclosed, or is it today No
disclosing, under the Code in respect of any other party
to this offer?
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates following the dealing
Class of relevant security: Ordinary 21 53/94p
Interests Short
positions
Number % Number %
(1) Relevant securities owned Ian Ardill 77,586 0.20 0 0
and/or controlled:
Crispin Simon and 281,178 0.71 0 0
connected persons
Peter Stratford 36,111 0.09 0 0
John Sylvester 35,274 0.09 0 0
(2) Derivatives (other than 0 0 0 0
options):
(3) Options and agreements to 0 0 0 0
purchase/sell:
TOTAL:
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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 (including directors' and
other executive options)
Class of relevant security in Ordinary
relation to which subscription
right exists:
Details, including nature of the
rights concerned and relevant
percentages: Rights to Subscribe -
Options
(a) Awards granted under
the Performance Share
Plan
Ian Ardill An aggregate of 188,000 nil
cost options as follows:
75,000 vested but not yet
exercised
113,000 subject to attainment
of certain performance
conditions
Crispin Simon An aggregate of 324,000 nil
cost options as follows:
130,000 vested but not yet
exercised
194,000 subject to attainment
of certain performance
conditions
Peter Stratford An aggregate of 188,000 nil
cost options as follows:
75,000 vested but not yet
exercised
113,000 subject to attainment
of certain performance
conditions
John Sylvester An aggregate of 188,000 nil
cost options as follows:
75,000 vested but not yet
exercised
113,000 subject to attainment
of certain performance
conditions
(b) Interests under the No of Unvested Shares (NB The
Biocompatibles Share vesting of these shares is
Incentive Plan not
subject to any performance
conditions)
Ian Ardill 9,063
Crispin Simon 9,063
Peter Stratford 9,063
John Sylvester 9,065
(c) Interests under Ordinary Options Super
Share Option Schemes Options
Crispin Simon 31,250 @ 189p 31,250 @
each currently 189p each
exercisable subject to
attainment
of
performance
conditions
Peter Stratford 30,000 @ 59p
each currently
exercisable
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.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Name of Class of Purchase/sale Number of Price
director relevant securities per
security unit
Ian Ord. Purchase: Partnership Shares under 32 389.7p
Ardill the Biocompatibles Share Incentive
Plan 32 389.7p
Crispin
Simon 32 389.7p
Peter 32 389.7p
Stratford
John
Sylvester
(b) Derivatives transactions (other than options)
Class of Product Nature of dealing Number of Price
relevant description reference per
security e.g. opening/closing a long/short securities unit
e.g. CFD position, increasing/reducing a
long/short position
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Name of Class of Product description Writing, Number of Exercise Type Expiry date Option
Director relevant e.g. call option purchasing, securities price money
security selling, to which per unit e.g. paid/
varying option American, received
etc. relates European per unit
etc.
Ian Ord. Award 64 0 The shares Nil
Ardill (non-discretionary) vest on
of 2 Matching 64 04.01.2014
Crispin shares for 1 and vesting
Simon Partnership Share 64 is not
under the subject to
Peter Biocompatibles 64 performance
Stratford Share Incentive conditions.
Plan
John
Sylvester
Ian Ord. Matching shares 204 0 none Nil
Ardill vesting under the
Biocompatibles 204
Crispin Share Incentive
Simon Plan 204
Peter 202
Stratford
John
Sylvester
(ii) Exercising
Class of relevant Product Number of Exercise price per
security description securities unit
e.g. call option
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per unit (if
security applicable)
e.g. subscription,
conversion
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of
the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.
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 or person acting in concert making the disclosure and any other person:
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 or person acting in concert making the
disclosure 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 January 2011
Contact name: Ian Ardill
Telephone number: +44 (0) 1252 732706
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is
available for consultation in relation to the Code's dealing disclosure
requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
END
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