Form 8 (DD) - Biocompatibles International plc
Form 8 (DD) - Biocompatibles International plc
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
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
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
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.