VERBUND AG — Director's Dealing 2018

Mar 29, 2018

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RNS Number : 3916J

Vernalis PLC

29 March 2018

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:	Vernalis plc ("Offeree")
(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	Vernalis plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	28 March 2018
(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 If YES, specify which:

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:	Ordinary Shares of £0.01 each (ISIN: GB00B3Y5L754)
	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:	NONE
Details, including nature of the rights concerned and relevant percentages:	NONE

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 in the Offeree's Ordinary Shares of £0.01 pence each beneficially held by directors of the Offeree and their concert parties

Class of relevant security	Ordinary Shares of £0.01 each (ISIN: GB00B3Y5L754)
Name	Number	%
Ian Garland (1)	1,141,167	0.217
David Mackney (2)	533,600	0.101
Peter Fellner (3)	270,000	0.051
Carol Ferguson (4)	156,212	0.030
Nigel Sheail (5)	346,838	0.066
Total	2,447,817	0.465
(1)     Includes interest held by Forest Nominees on behalf of Mr Garland (2)     Includes interest held by Forest Nominees on behalf of Mr Mackney (3)     Includes interest held by Roy Nominees on behalf of Dr Fellner and Mrs Fellner (4)     Includes interest held by Interactive Investor Services Nominees Limited on behalf of Ms Ferguson (5)     Includes interest held by Lynchwood Nominees and Forest Nominees on behalf of Mr Sheail

(b) Interests in the Offeree's Ordinary Shares of £0.01 pence each held by directors of the Offeree pursuant to the Offeree's 2012 Value Builder Plan ("VIP") and the 2016 Executive Incentive Plan ("EIP")

Class of relevant security		Ordinary Shares of £0.01 each (ISIN: GB00B3Y5L754)
Scheme Name	Maximum number of Shares		Exercise Price Per Share	Date from which Exerciseable	Expiry Date
Ian Garland
VBP	937,468		£0.010	Oct 2017	Oct 2022
VBP	3,105,912		£0.010	Oct 2018	Oct 2023
VBP	2,070,608		£0.010	Oct 2019	Oct 2024
Sharesave	15,734		£0.572	Feb 2019	Aug 2019
	6,129,722
David Mackney
VBP	652,858		£0.010	Oct 2017	Oct 2022
VBP	2,162,977		£0.010	Oct 2018	Oct 2023
VBP	1,441,984		£0.010	Oct 2019	Oct 2024
Sharesave	15,734		£0.572	Feb 2019	Aug 2019
	4,273,553

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:	29 March 2018
###### Contact name:	Susan Wallcraft, Company Secretary
###### Telephone number:	+44 (0) 118 938 0023

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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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