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RNS Number : 8638P Takeover Panel 24 May 2024
THE TAKEOVER PANEL - DISCLOSURE TABLE
24 May 2024
The following are today's changes to the Disclosure Table:
ADDITIONS
None
DELETIONS
OFFEREE: Accrol Group Holdings plc
Offer period commenced: 07:00 22-Mar-2024
0.1p ordinary ISIN: GB00BZ6VT592 NSI: 335,444,589
OFFEROR: Navigator Paper UK Limited (an indirect wholly owned subsidiary of
The Navigator Company, S.A.)
Offeror identified: 07:00 22-Mar-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Viavi Solutions Acquisitions Limited (a company indirectly owned by
Viavi Solutions Inc.) (potential offeror for Spirent Communications plc)
Offeror identified: 07:00 05-Mar-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OTHER AMENDMENTS
OFFEREE: Capital & Regional plc
Offer period commenced: 08:46 23-May-2024
10p ordinary ISIN: GB00BL6XZ716 NSI: 224,906,731
OFFEROR: Vukile Property Fund Limited
Offeror identified: 08:46 23-May-2024
Rule 2.6 deadline: 17:00 20-Jun-2024
Ordinary NPV ISIN: ZAE000180865 NSI: 1,104,719,779
DISCLOSURE TABLE
OFFEREE: Advanced Oncotherapy plc
Offer period commenced: 07:00 18-Apr-2023
25p ordinary ISIN: GB00BD6SX109 NSI: 542,573,869
Senior secured fixed rate convertible loan notes 11 January 2024 NSI: 6,379,725
OFFEROR: No named offeror
OFFEREE: Alpha Financial Markets Consulting plc
Offer period commenced: 10:45 01-May-2024
0.075p ordinary ISIN: GB00BF16C058 NSI: 122,009,736
OFFEROR: Bridgepoint Advisers Limited
Offeror identified: 10:45 01-May-2024
Rule 2.6 deadline: 17:00 29-May-2024
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Anglo American plc
Offer period commenced: 23:44 24-Apr-2024
USD 0.54945 ordinary ISIN: GB00B1XZS820 NSI: 1,337,577,913
ADR ISIN: US03485P3001
OFFEROR: BHP Group Limited
Offeror identified: 23:44 24-Apr-2024
Rule 2.6 deadline: 17:00 29-May-2024
Ordinary NPV ISIN: AU000000BHP4 NSI: 5,071,530,817
ADR ISIN: US0886061086
OFFEREE: Balanced Commercial Property Trust Limited
Offer period commenced: 07:00 15-Apr-2024
1p ordinary ISIN: GG00B4ZPCJ00 NSI: 701,550,187
OFFEROR: No named offeror
OFFEREE: Benchmark Holdings plc
Offer period commenced: 07:00 22-Jan-2024
0.1p ordinary ISIN: GB00BGHPT808 NSI: 739,751,355
OFFEROR: No named offeror
OFFEREE: Capital & Regional plc
Offer period commenced: 08:46 23-May-2024
10p ordinary ISIN: GB00BL6XZ716 NSI: 224,906,731
OFFEROR: Vukile Property Fund Limited
Offeror identified: 08:46 23-May-2024
Rule 2.6 deadline: 17:00 20-Jun-2024
Ordinary NPV ISIN: ZAE000180865 NSI: 1,104,719,779
OFFEROR: NewRiver REIT plc
Offeror identified: 08:46 23-May-2024
Rule 2.6 deadline: 17:00 20-Jun-2024
1p ordinary ISIN: GB00BD7XPJ64 NSI: 313,686,292
OFFEREE: Cykel AI plc
Offer period commenced: 08:00 19-Jan-2024
0.1p ordinary ISIN: GB00BPTJZN05 NSI: 205,183,350
Warrants 1p 25/10/2026 NSI: 48,000,000
Warrants 3p 25/10/2028 NSI: 11,385,170
OFFEROR: Mustang Energy plc
Offeror identified: 08:00 19-Jan-2024
Rule 2.6 deadline: N/A
0.1p ordinary ISIN: GB00BJ9MHH56 NSI: 12,161,966
Warrants 30p 15/11/2024 NSI: 636,986
Unsecured Convertible Loan Notes 31/5/24 GBP: 200,000
OFFEREE: Darktrace plc
Offer period commenced: 08:11 26-Apr-2024
1p ordinary ISIN: GB00BNYK8G86 NSI: 700,396,071
OFFEROR: Luke Bidco Limited (a newly-formed company indirectly wholly-owned by
funds managed and/or advised by Thoma Bravo, L.P.)
Offeror identified: 08:11 26-Apr-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Equals Group plc
Offer period commenced: 13:39 01-Nov-2023
1p ordinary ISIN: GB00BLS0XX25 NSI: 187,627,898
OFFEROR: Madison Dearborn Partners, LLC
Offeror identified: 13:39 01-Nov-2023
Rule 2.6 deadline: 17:00 12-Jun-2024
Disclosure of dealings and positions in this offeror is not required
OFFEROR: A consortium comprising Embedded Finance Limited and TowerBrook
Capital Partners (U.K.) LLP
Offeror identified: 09:57 20-Mar-2024
Rule 2.6 deadline: 17:00 12-Jun-2024
Disclosure of dealings and positions in this offeror is not required
OFFEREE: FireAngel Safety Technology Group plc
Offer period commenced: 07:02 06-Jun-2023
2p ordinary ISIN: GB0030508757 NSI: 302,321,822
Warrant 3p June 2026 NSI: 60,355,529
OFFEROR: Intelligent Safety Electronics Pte. Ltd (a company incorporated in
Singapore and wholly-owned by Siterwell Electronics Co., Ltd)
Offeror identified: 07:00 27-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: GCP Asset Backed Income Fund Limited
Offer period commenced: 07:00 13-Dec-2023
Ordinary NPV ISIN: JE00BYXX8B08 NSI: 425,626,059
OFFEROR: No named offeror
OFFEREE: Gresham Technologies plc
Offer period commenced: 07:00 09-Apr-2024
5p ordinary ISIN: GB0008808825 NSI: 83,874,458
OFFEROR: Alliance Bidco Ltd (a company owned indirectly by funds managed or
advised by STG Partners, LLC)
Offeror identified: 07:00 09-Apr-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Hargreaves Lansdown plc
Offer period commenced: 18:06 22-May-2024
0.4p ordinary ISIN: GB00B1VZ0M25 NSI: 474,318,625
OFFEROR: A consortium comprising CVC Advisers Limited, Nordic Capital XI
Delta, SCSP (acting through its general partner Nordic Capital XI Delta GP
SARL) and Platinum Ivy B 2018 RSC limited (a wholly-owned subsidiary of Abu
Dhabi Investment Authority managed by its Private Equities investment
department)
Offeror identified: 18:06 22-May-2024
Rule 2.6 deadline: 17:00 19-Jun-2024
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Hipgnosis Songs Fund Limited
Offer period commenced: 07:00 18-Apr-2024
ordinary ISIN: GG00BFYT9H72 NSI: 1,209,214,286
OFFEROR: Lyra Bidco Limited (a company indirectly wholly-owned by investment
funds advised by affiliates of Blackstone Inc.)
Offeror identified: 13:57 20-Apr-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: International Distributions Services plc
Offer period commenced: 11:33 17-Apr-2024
1p ordinary ISIN: GB00BDVZYZ77 NSI: 958,293,475
OFFEROR: EP Corporate Group a.s.
Offeror identified: 11:33 17-Apr-2024
Rule 2.6 deadline: 17:00 29-May-2024
Disclosure of dealings and positions in this offeror is not required
OFFEREE: IQGeo Group plc
Offer period commenced: 10:28 14-May-2024
2p ordinary ISIN: GB00B3NCXX73 NSI: 61,801,488
OFFEROR: Geologist Bidco Limited (a newly formed company wholly-owned by funds
advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates)
Offeror identified: 10:28 14-May-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Keywords Studios plc
Offer period commenced: 23:04 18-May-2024
1p ordinary ISIN: GB00BBQ38507 NSI: 79,551,831
OFFEROR: EQT Group
Offeror identified: 23:04 18-May-2024
Rule 2.6 deadline: 17:00 15-Jun-2024
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Lakes Distillery Company plc, The (See Note 9 below)
Offer period commenced: 09:00 02-Apr-2024
2p ordinary NSI: 37,894,799
OFFEROR: Nyetimber Wines and Spirits Group Limited
Offeror identified: 09:00 02-Apr-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Libertine Holdings plc
Offer period commenced: 07:00 29-Apr-2024
0.1p ordinary ISIN: GB00BN6PSG15 NSI: 139,219,010
OFFEROR: No named offeror
OFFEREE: Lok'n Store Group plc
Offer period commenced: 07:00 11-Apr-2024
1p ordinary ISIN: GB0007276115 NSI: 32,897,949
OFFEROR: Shurgard Self Storage Ltd
Offeror identified: 07:00 11-Apr-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Mattioli Woods plc
Offer period commenced: 07:00 08-Mar-2024
1p ordinary ISIN: GB00B0MT3Y97 NSI: 52,010,569
OFFEROR: Tiger Bidco Limited (a wholly-owned subsidiary of investment vehicles
advised and managed by Pollen Street Capital Limited)
Offeror identified: 07:00 08-Mar-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Mission Group plc, The
Offer period commenced: 10:00 12-May-2024
10p ordinary ISIN: GB00B11FD453 NSI: 92,238,119
OFFEROR: Brave Bison Group plc
Offeror identified: 10:00 12-May-2024
Rule 2.6 deadline: 17:00 09-Jun-2024
1p ordinary ISIN: GB00BF8HJ774 NSI: 1,288,147,280
OFFEREE: musicMagpie plc
Offer period commenced: 07:00 20-Nov-2023
1p ordinary ISIN: GB00BKY4XG48 NSI: 107,808,287
OFFEROR: No named offeror
OFFEREE: Network International Holdings plc
Offer period commenced: 14:05 13-Apr-2023
10p ordinary ISIN: GB00BH3VJ782 NSI: 532,748,593
OFFEROR: BCP VI Neptune Bidco Holdings Limited (an entity indirectly owned by
Brookfield Business Partners together with private equity funds managed and/or
advised by affiliates of Brookfield Asset Management Ltd)
Offeror identified: 07:00 21-Apr-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Redrow plc
Offer period commenced: 07:01 07-Feb-2024
10.5p ordinary ISIN: GB00BG11K365 NSI: 330,770,245
OFFEROR: Barratt Developments plc
Offeror identified: 07:01 07-Feb-2024
Rule 2.6 deadline: N/A
10p ordinary ISIN: GB0000811801 NSI: 974,592,261
OFFEREE: Renalytix plc
Offer period commenced: 07:00 04-Mar-2024
0.25p ordinary ISIN: GB00BYWL4Y04 NSI: 154,368,191
ADS ISIN: US75973T1016
OFFEROR: No named offeror
OFFEREE: Revolution Bars Group plc
Offer period commenced: 07:00 26-Mar-2024
0.1p ordinary ISIN: GB00BVDPPV41 NSI: 230,048,520
OFFEROR: Nightcap plc
Offeror identified: 07:00 02-May-2024
Rule 2.6 deadline: 17:00 30-May-2024
1p ordinary ISIN: GB00BLKGVD49 NSI: 234,550,656
OFFEREE: Smith (DS) plc
Offer period commenced: 10:16 08-Feb-2024
10p ordinary ISIN: GB0008220112 NSI: 1,379,431,246
OFFEROR: International Paper Company
Offeror identified: 17:30 26-Mar-2024
Rule 2.6 deadline: N/A
common stock ISIN: US4601461035 NSI: 347,323,080
OFFEREE: Spirent Communications plc
Offer period commenced: 07:00 05-Mar-2024
3 1/3p ordinary ISIN: GB0004726096 NSI: 578,646,363
ADR ISIN: US84856M2098
OFFEROR: Keysight Technologies Inc.
Offeror identified: 07:00 28-Mar-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: STM Group plc
Offer period commenced: 07:00 11-Jul-2023
0.1p ordinary ISIN: IM00B1S9KY98 NSI: 59,408,088
OFFEROR: Jambo SRC Limited
Offeror identified: 07:00 11-Jul-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: TClarke plc
Offer period commenced: 07:00 16-Apr-2024
10p ordinary ISIN: GB0002015021 NSI: 52,877,376
OFFEROR: Regent Acquisitions Limited
Offeror identified: 07:00 16-Apr-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Trinity Exploration & Production plc
Offer period commenced: 07:00 01-May-2024
USD 0.01 ordinary ISIN: GB00BN7CJ686 NSI: 38,802,994
OFFEROR: Touchstone Exploration Inc.
Offeror identified: 07:00 01-May-2024
Rule 2.6 deadline: N/A
Common NPV ISIN: CA89156L1085 NSI: 234,386,061
OFFEREE: Tyman plc
Offer period commenced: 07:00 22-Apr-2024
5p ordinary ISIN: GB00B29H4253 NSI: 196,322,249
OFFEROR: Quanex Building Products Corporation
Offeror identified: 07:00 22-Apr-2024
Rule 2.6 deadline: N/A
Common ISIN: US7476191041 NSI: 33,111,593
OFFEREE: Virgin Money UK plc
Offer period commenced: 07:00 07-Mar-2024
10p ordinary ISIN: GB00BD6GN030 NSI: 1,296,472,686
CDI ISIN: AU0000064966
OFFEROR: Nationwide Building Society
Offeror identified: 07:00 07-Mar-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Wood Group (John) plc
Offer period commenced: 12:16 08-May-2024
4 2/7p ordinary ISIN: GB00B5N0P849 NSI: 691,839,369
OFFEROR: Dar Al-Handasah Consultants Shair and Partners Holdings Ltd
Offeror identified: 12:16 08-May-2024
Rule 2.6 deadline: 17:00 05-Jun-2024
Disclosure of dealings and positions in this offeror is not required
Notes:
1. Rule 8 of the Takeover Code (the "Code") sets out the circumstances in which
Dealing Disclosures and/or Opening Position Disclosures are required to be
made by the parties to an offer, persons acting in concert with them, persons
with an interest in relevant securities of 1% or more and exempt principal
traders ("EPTs") connected with the parties to an offer.
2. Where an offeror is marked "Disclosure of dealings and positions in this
offeror is not required", dealings and positions in relevant securities of
that offeror are not required to be disclosed under Rule 8. This is either
because it has been announced that the offer or possible offer is, or is
likely to be, solely in cash or because disclosure is not required for some
other reason.
3. Dealings and positions required to be disclosed under Rule 8 of the Code
include dealings and positions in derivatives referenced to, and options in
respect of, relevant securities of an offeree company and, where appropriate,
an offeror (see Note 2 above).
4. The information set out in the Disclosure Table relating to the relevant
securities in issue of an offeree company or of an offeror (and any amendments
thereto) has been extracted from the relevant announcement made by such
company under Rule 2.9 of the Code. Similarly, details of any deadline set
under Rule 2.6 by which a potential offeror must announce either a firm
intention to make a bid or that it does not intend to make an offer (or, in
the case of Rule 2.6(a), by which the Panel must consent to an extension of
the deadline) has been extracted from the relevant announcement made by the
offeree company.
5. Additions and deletions of offeree companies and offerors are reflected in the
Disclosure Table throughout the day, following the relevant announcement.
Other amendments may also be made throughout the day. In any event, details of
the classes of relevant securities issued by an offeree or offeror company,
the number of such securities in issue ("NSI") and the International
Securities Identification Number ("ISIN") of such securities announced under
Rule 2.9 of the Code before 5.00 pm each day will be included in the final
version of the Disclosure Table by 5.30 pm that day. The final version of the
Disclosure Table issued each day will be marked "Final" and persons required
to make Dealing Disclosures and Opening Position Disclosures are advised to
use that final version. Any changes to a potential offeror's Rule 2.6 deadline
will also be reflected in the "Final" version of the Disclosure Table,
although any such changes will not be shown in the "Amendments" section at the
top of the Disclosure Table.
6. Dealing Disclosures by the parties to an offer, persons acting in concert with
them and connected EPTs must be made by no later than 12 noon on the business
day (as defined in the Code) following the date of the relevant dealing and
Dealing Disclosures by persons with an interest in relevant securities of 1%
or more must be made by 3.30 pm on the business day following the date of the
relevant dealing.
7. Opening Position Disclosures by the parties to an offer and by connected EPTs
must be made by no later than 12 noon on the 10th business day after the
commencement of the offer period or the announcement that first identifies an
offeror (as the case may be). Where required, Opening Position Disclosures by
persons with interests in relevant securities of 1% or more must be made by no
later than 3.30 pm on the 10th business day after the commencement of the
offer period or the announcement that first identifies an offeror (as the case
may be). Details of the time and date at which an offer period commenced and
at which an offeror was first identified are set out in the Disclosure Table.
In order to calculate the deadline for Opening Position Disclosures, it is
therefore necessary to count forward 10 business days from the relevant date.
8. Opening Position Disclosures and Dealing Disclosures required under Rule 8 of
the Code must be made to a Regulatory Information Service ("RIS").
9. This Note is applicable if it says "See Note 9 below" by the name of the
company in the Disclosure Table above. The Executive has granted the company
a dispensation from the requirements under the Code that announcements must be
published via a RIS. The company is instead required to publish all
announcements on its website. The Executive has also granted a dispensation
from Note 3 on Rule 8 of the Code that disclosures made under Rule 8 of the
Code must be made to a RIS. Therefore, Opening Position Disclosures and
Dealing Disclosures required under Rule 8 of the Code may be made to the
company at the address stated in the announcement that commenced the offer
period.
10. The following are approved Regulatory Information Services:
. Business Wire Regulatory Disclosure provided by Business Wire +44 (0)20 7626 1982
. GlobeNewswire provided by GlobeNewswire UK Limited +44 (0)20 3753 2071
. PR Newswire Disclose provided by Cision Group Ltd +44 (0)20 7454 5210
. RNS provided by the London Stock Exchange +44 (0)20 7797 4400
. EQS COCKPIT provided by EQS Group AG +44 (0)20 3141 3940
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