Renalytix plc
("Renalytix plc" or the "Company")
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:
|
Renalytix
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
|
Renalytix
PLC
|
(d) Is the discloser the
offeror or the offeree?
|
OFFEREE
|
(e) Date position
held:
The latest
practicable date prior to the disclosure
|
7 March
2024
|
(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 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:
|
0.25p ordinary
shares
|
|
Interests
|
Short
positions
|
Number
|
%
|
Number
|
%
|
(1) Relevant securities owned
and/or controlled:
|
Nil
|
0
|
Nil
|
0
|
(2) Cash-settled
derivatives:
|
Nil
|
0
|
Nil
|
0
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
Nil
|
0
|
Nil
|
0
|
TOTAL:
|
Nil
|
0
|
Nil
|
0
|
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 ordinary shares 0.25 pence
each in which the Directors of Renalytix PLC are interested (and
their close relatives and related trusts):
Renalytix PLC
Director
|
Position
|
Number of 0.25p ordinary
shares
|
Percentage of total issued
share capital of Renalytix PLC
|
Christopher
Mills
|
Non-Executive Chairman
|
10,072,500
|
10.08%
|
James
McCullough
|
Chief
Executive Officer
|
2,746,386
|
2.75%
|
Fergus
Fleming
|
Chief
Technology Officer
|
569,481
|
0.57%
|
b) Options held by the Directors of
Renalytix PLC, their close relatives and related trusts:
Renalytix PLC
Director
|
Position
|
Share
Scheme
|
Grant Date
|
Expiry Date
|
Option Price
(£)
|
Number of Ordinary Shares
(under option)
|
Christopher
Mills
|
Non-Executive Chairman
|
CSOP
|
17/11/2023
|
17/11/2033
|
£0.245
|
95,000
|
Daniel
Levangie
|
Non-Executive Director
|
CSOP
|
17/11/2023
|
17/11/2033
|
£0.245
|
95,000
|
CSOP
|
27/01/2022
|
27/01/2032
|
£4.95
|
40,000
|
Catherine
Coste
|
Non-Executive Director
|
CSOP
|
17/11/2023
|
17/11/2033
|
£0.245
|
95,000
|
CSOP
|
06/07/2023
|
06/07/2033
|
£1.025
|
190,000
|
James
McCullough
|
Chief
Executive Officer
|
CSOP
|
06/07/2023
|
06/07/2033
|
£1.025
|
875,017
|
Fergus
Fleming
|
Chief
Technology Officer
|
CSOP
|
06/07/2023
|
06/07/2033
|
£1.025
|
352,902
|
O. James
Sterling
|
Chief
Financial Officer
|
CSOP
|
06/07/2023
|
06/07/2033
|
£1.025
|
575,160
|
|
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:
|
8 March
2024
|
Contact name:
|
O. James
Sterling
|
Telephone number:
|
+1
646-397-3970
|
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.
For further information, please contact:
Renalytix
plc
James McCullough, CEO
|
www.renalytix.com
Via Walbrook PR
|
|
|
Stifel (Nomad and
Joint Broker to Renalytix)
Nicholas Moore / Nick Harland / Samira Essebiyea
|
Tel: 020 7710 7600
|
|
|
Investec Bank plc
(Joint Broker)
Gary Clarence / Shalin Bhamra
|
Tel: 020 7597
4000
|
|
|
Walbrook PR
Limited
Paul
McManus / Alice Woodings / Charlotte Edgar
|
Tel: 020 7933 8780 or
renalytix@walbrookpr.com
Mob: 07980 541893 / 07407
804654 / 07884 664686
|
|
|
CapComm
Partners
Peter DeNardo
|
Tel:
415-389-6400 or
investors@renalytix.com
|