Kalibrate Technologies : Form 8 (OPD) - Kalibrate Technologies plc

15 June 2017

Form 8 (OPD) - Kalibrate Technologies Plc

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:	Kalibrate Technologies 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	Kalibrate Technologies plc
(d) Is the discloser the offeror or the offeree? e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	OFFEREE
(e) Date dealing undertaken:	14 June 2017
(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:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	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:	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:

3(a) Interest of directors of Kalibrate Technologies plc and their connected persons in ordinary shares of Kalibrate Technologies plc Name Role No. of ordinary shares Percentage holding Philip Lawler Chairman 63,532 0.19% Neville Davis Non-Executive Director 25,000 0.07% 3(b) Share options held by Directors under the Kalibrate Unapproved Share Option Plan Name No. of ordinary shares under option Grant Date Normal vesting date Exercise price Robert Stein 1,293,393 07/01/2008 07/01/2012 0.3288 Robert Stein 215,651 09/09/2008 09/09/2012 0.3288 Share options held by Directors under the Kalibrate Enterprise Management Incentive Plan Name No. of ordinary shares under option Grant Date Normal vesting date Exercise price Robert Stein 800,000 29/11/2013 29/11/2016 0.790 Robert Stein 250,000 20/10/2014 20/10/2017 1.055 Robert Stein 175,000 20/11/2015 20/11/2018 0.945 Gregg Budoi 400,000 07/11/2014 07/11/2017 1.080 Gregg Budoi 100,000 20/11/2015 20/11/2018 0.945 3(c) Interests of connected advisers of Kalibrate Technologies plc in Kalibrate Technologies plc's shares Name Number of ordinary shares in Kalibrate Technologies plc Percentage of total issued share capital Nplus1 Singer Capital Markets Limited -1,697 -0.0050%

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:	15 June 2017
Contact name:	Gregg Budoi
Telephone number:	0161 228 0040

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 [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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