Announcements and Rule 8 Disclosures

Form 8 (DD) - Collagen Solutions

01 September 2020

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
AMENDMENT – CHANGE TO SECTION 2B
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)


1.         KEY INFORMATION

(a) Full name of discloser:

Jamal David Rushdy

(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) Status of person making the disclosure:

e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Director of Collagen Solutions plc (offeree)

(e) Date dealing undertaken:

28 August 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"

N/A

 

2.         POSITIONS OF THE PERSON 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 following the dealing

Class of relevant security:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

1,906,145

0.43%

 

 

(2) Cash-settled derivatives:

 

 

 

 

 

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

 

 

 

 

TOTAL:

1,906,145

0.43%

 

 

 

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 (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 1p

Details, including nature of the rights concerned and relevant percentages:

Options over 9,725,000 ordinary shares of 1p each granted between 15/12/15 and 10/8/2019 under the Collagen Solutions Plc 2014 Enterprise Management Incentive Scheme, of which options over 3,725,000 ordinary shares of 1p are exercisable at a price below the offer price

(as more particularly set out in the offeree's Form 8 Opening Position Disclosure dated 27 April 2020)

 

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

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.

The currency of all prices and other monetary amounts should be stated.

(a)        Purchases and sales

(i)         Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit

 

 

 

 

 

(ii)        Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

Class of relevant security

Purchases/ sales

 

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

 

 

 

 

 

 

(b)        Cash-settled derivative transactions

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

 

 

 

 

 

 

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

Class of relevant security

Product descriptione.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

 

 

 

 

 

 

 

 

 

(ii)        Exercise

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

Ordinary shares of 1p

Vesting/exercise of award under Collagen Solutions plc Deferred Bonus Plan

Collagen Solutions plc (satisfied through transfer of shares by employee benefit trust)

906,145

Nil

 

 

(d)        Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

 

 

 

 

 

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:

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 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:

1 September 2020

Contact name:

Jamal David Rushdy

Telephone number:

+44 (0)141 648 9100

 

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 dealing 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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