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Form 8 (OPD) - Collagen Solutions plc

27 April 2020

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:

Collagen Solutions 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

Collagen Solutions Plc

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

OFFEREE

(e) Date position held:
The latest practicable date prior to the disclosure

24 April 2020

(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:

N/A

 

N/A

 

(2) Cash-settled derivatives:

N/A

 

N/A

 

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

N/A

 

N/A

 

TOTAL:

N/A

 

N/A

 

 

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 directors of Collagen Solutions Plc

 

Name

Ordinary Shares held

% of issued ordinary share capital

Wade Rosen

83,600,000

18.8%

Geoffrey Bennett

6,325,988

1.4%

Malcolm Gillies

5,000,000

1.1%

Christopher Brinsmead

1,731,250

0.4%

Jamal Rushdy

1,000,000

0.2%

Hilary Spence

550,817

0.1%

b) Options and awards held by directors of Collagen Solutions Plc in Collagen Solutions Plc shares

Name

Plan*

Grant Date

Options

Strike Price (p)

Expiry Date

Jamal Rushdy

EMIS

15/12/2015

1,100,000

8.890

14/12/2025

Jamal Rushdy

EMIS

15/12/2015

1,100,000

8.890

14/12/2025

Jamal Rushdy

EMIS

15/12/2015

1,100,000

8.890

14/12/2025

Jamal Rushdy

EMIS

14/07/2016

2,700,000

8.125

13/07/2026

Jamal Rushdy

EMIS

12/07/2017

1,700,000

5.250

11/07/2027

Jamal Rushdy

EMIS

10/08/2019

2,025,000

3.900

08/08/2029

Jamal Rushdy

EMIS

03/10/2019

906,145

None

02/10/2029

Total

 

 

10,631,145

 

 

 

 

Name

Plan*

Grant Date

Options

Strike Price (p)

Expiry Date

Hilary Spence

EMIS

06/04/2018

2,000,000

2.700

05/04/2028

Hilary Spence

EMIS

16/01/2019

1,000,000

3.850

15/01/2029

Hilary Spence

EMIS

03/10/2019

336,000

None

02/10/2029

Hilary Spence

EMIS

24/04/2020

1,000,000

3.850

23/04/2030

Total

 

 

4,336,000

 

 

*Option Plan: 2014 Enterprise Management Incentive Scheme

c) Interests held by other persons presumed to be acting in concert with Collagen Solution plc

None

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:

27 April 2020

Contact name:

Hilary Spence

Telephone number:

020 7933 8780 (Via Walbrook PR Ltd)

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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