REG - Takeover Panel - Disclosure Table (POTAM only)
THE TAKEOVER PANEL - DISCLOSURE TABLE
27 May 2021
The following are today's changes to the Disclosure Table:
ADDITIONS
OFFEREE: Augean plc
Offer period commenced: 07:00 27-May-2021
Rule 2.9 information to follow
OFFEROR: Morgan Stanley Infrastructure Inc.
Offeror identified: 07:00 27-May-2021
Rule 2.6 deadline: 17:00 24-Jun-2021
Disclosure of dealings and positions in this offeror is not required
DELETIONS
None
OTHER AMENDMENTS
OFFEREE: ADVANZ PHARMA Corp. Limited (See Note 9 below)
Offer period commenced: 12:08 23-Oct-2020
Limited voting NPV
ISIN: JE00BJVH6L55
NSI: 49,021,261
Class A NPV
NSI: 1,000
Class B NPV
NSI: 1,000
OFFEROR: Cidron Aida Bidco Limited (an indirect wholly-owned subsidiary of
Nordic Fund X Epsilon)
Offeror identified: 07:00 27-Jan-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
DISCLOSURE TABLE
OFFEREE: ADVANZ PHARMA Corp. Limited (See Note 9 below)
Offer period commenced: 12:08 23-Oct-2020
Limited voting NPV
ISIN: JE00BJVH6L55
NSI: 49,021,261
Class A NPV
NSI: 1,000
Class B NPV
NSI: 1,000
OFFEROR: Cidron Aida Bidco Limited (an indirect wholly-owned subsidiary of
Nordic Fund X Epsilon)
Offeror identified: 07:00 27-Jan-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: AFH Financial Group plc
Offer period commenced: 09:03 25-Jan-2021
10p ordinary
ISIN: GB00B4W5WQ08
NSI: 43,124,098
Convertible unsecured loan stock 2024
ISIN: GB00BJLFJB09
NSI: 2,620
OFFEROR: Cortina Bidco Limited (a newly incorporated company indirectly
controlled by funds managed by Flexpoint Ford LLC)
Offeror identified: 09:03 25-Jan-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Aggreko plc
Offer period commenced: 14:42 05-Feb-2021
4 329/395 p ordinary
ISIN: GB00BK1PTB77
NSI: 256,128,662
OFFEROR: Albion Acquisitions Limited (a newly formed company owned by funds
managed by I Squared Capital Advisors (US) LLC and investment funds managed by TDR Capital LLP)
Offeror identified: 14:42 05-Feb-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Arrow Global Group plc
Offer period commenced: 07:36 08-Feb-2021
1p ordinary
ISIN: GB00BDGTXM47
NSI: 177,400,606
OFFEROR: Sherwood Acquisitions Limited (a newly-formed company owned by
investment funds managed by TDR Capital LLP)
Offeror identified: 07:36 08-Feb-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Augean plc
Offer period commenced: 07:00 27-May-2021
Rule 2.9 information to follow
OFFEROR: Morgan Stanley Infrastructure Inc.
Offeror identified: 07:00 27-May-2021
Rule 2.6 deadline: 17:00 24-Jun-2021
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Bacanora Lithium plc
Offer period commenced: 12:19 06-May-2021
10p ordinary
ISIN: GB00BD20C246
NSI: 384,144,901
OFFEROR: Ganfeng International Trading (Shanghai) Limited
Offeror identified: 12:19 06-May-2021
Rule 2.6 deadline: 17:00 03-Jun-2021
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Cambria Automobiles plc
Offer period commenced: 07:00 22-Mar-2021
10p ordinary
ISIN: GB00B4R32X65
NSI: 100,000,000
OFFEROR: Mark Lavery or an entity controlled by him
Offeror identified: 07:00 22-Mar-2021
Rule 2.6 deadline: 17:00 14-Jun-2021
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Dialog Semiconductor plc
Offer period commenced: 14:05 07-Feb-2021
10p ordinary
ISIN: GB0059822006
NSI: 71,268,687
OFFEROR: Renesas Electronics Corporation
Offeror identified: 14:05 07-Feb-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Equiniti Group plc
Offer period commenced: 07:00 19-Apr-2021
0.1p ordinary
ISIN: GB00BYWWHR75
NSI: 367,223,598
OFFEROR: Earth Private Holdings Limited (a newly-formed company owned by
funds managed or advised by Siris Capital Group, LLC)
Offeror identified: 07:00 19-Apr-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: French Connection Group plc
Offer period commenced: 07:00 05-Feb-2021
1p ordinary
ISIN: GB0033764746
NSI: 96,612,934
OFFEROR: Go Global Retail in conjunction with HMJ International Services Ltd
Offeror identified: 07:00 05-Feb-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Gamesys Group plc
Offer period commenced: 12:23 24-Mar-2021
10p ordinary
ISIN: GB00BZ14BX56
NSI: 109,684,201
Warrant
NSI: 1
OFFEROR: Bally's Corporation (and Premier Entertainment Sub, LLC an
indirect wholly-owned subsidiary)
Offeror identified: 12:23 24-Mar-2021
Rule 2.6 deadline: N/A
USD 0.01 common
ISIN: US05875B1061
NSI: 42,459,524
OFFEREE: Globalworth Real Estate Investments Limited
Offer period commenced: 07:00 14-Apr-2021
Ordinary
ISIN: GG00B979FD04
NSI: 221,118,513
OFFEROR: CPI Property Group S.A and Aroundtown SA through Zakiono
Enterprises Limited
Offeror identified: 07:00 14-Apr-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: GYG plc
Offer period commenced: 16:36 09-Apr-2021
0.2p ordinary
ISIN: GB00BZ4FM652
NSI: 46,615,500
OFFEROR: Harwood Capital LLP
Offeror identified: 16:36 09-Apr-2021
Rule 2.6 deadline: 17:00 04-Jun-2021
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Immunodiagnostic Systems Holdings plc
Offer period commenced: 07:00 17-May-2021
2p ordinary
ISIN: GB00B01YZ052
NSI: 28,784,097
OFFEROR: PerkinElmer (UK) Holdings Ltd (a wholly-owned subsidiary of
PerkinElmer, Inc.)
Offeror identified: 07:00 17-May-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: John Laing Group plc
Offer period commenced: 14:01 06-May-2021
10p ordinary
ISIN: GB00BVC3CB83
NSI: 493,870,636
OFFEROR: Aqueduct Bidco Limited (a newly formed company owned by funds
advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates)
Offeror identified: 14:01 06-May-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Proactis Holdings plc
Offer period commenced: 16:00 30-Apr-2021
10p ordinary
ISIN: GB00B13GSS58
NSI: 95,532,628
OFFEROR: Cafe Bidco Limited (a wholly-owned indirect subsidiary of
investment funds advised and managed by Pollen Street Capital Limited)
Offeror identified: 16:00 30-Apr-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Renishaw plc
Offer period commenced: 07:00 02-Mar-2021
20p ordinary
ISIN: GB0007323586
NSI: 72,788,543
OFFEROR: No named offeror
OFFEREE: RSA Insurance Group plc
Offer period commenced: 16:42 05-Nov-2020
100p ordinary
ISIN: GB00BKKMKR23
NSI: 1,046,657,220
ADR
ISIN: US74971A2069
OFFEROR: Regent Bidco Limited (a wholly-owned subsidiary of Intact
Financial Corporation)
Offeror identified: 16:42 05-Nov-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Sanne Group plc
Offer period commenced: 07:00 14-May-2021
1p ordinary
ISIN: JE00BVRZ8S85
NSI: 162,178,754
OFFEROR: Cinven Limited
Offeror identified: 07:00 14-May-2021
Rule 2.6 deadline: 17:00 11-Jun-2021
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Signature Aviation plc
Offer period commenced: 13:49 17-Dec-2020
37p ordinary
ISIN: GB00BKDM7X41
NSI: 828,844,310
OFFEROR: Brown Bidco Limited (a newly formed company to be indirectly owned
by joint offerors Blackstone Infrastructure Advisors LLC and Blackstone Core Equity Management Associates LLC, Global Infrastructure Management, LLC and Cascade Investment LLC)
Offeror identified: 13:49 17-Dec-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Spire Healthcare Group plc
Offer period commenced: 07:22 26-May-2021
1p ordinary
ISIN: GB00BNLPYF73
NSI: 401,083,536
OFFEROR: Ramsay Health Care Limited
Offeror identified: 07:22 26-May-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: St. Modwen Properties plc
Offer period commenced: 07:00 07-May-2021
10p ordinary
ISIN: GB0007291015
NSI: 222,626,988
OFFEROR: Brighton Bidco Limited (a newly formed company indirectly owned by
investment funds advised by Blackstone)
Offeror identified: 07:00 07-May-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Telit Communications plc
Offer period commenced: 07:00 18-Mar-2021
1p ordinary
ISIN: GB00B06GM726
NSI: 134,389,782
OFFEROR: Trieste Acquisitions Holding Limited
Offeror identified: 07:00 18-Mar-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Trans-Siberian Gold plc
Offer period commenced: 07:04 18-Mar-2021
10p ordinary
ISIN: GB0033756866
NSI: 86,952,051
OFFEROR: Horvik Limited
Offeror identified: 07:04 18-Mar-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Vectura Group plc
Offer period commenced: 07:00 26-May-2021
0.0271p ordinary
ISIN: GB00BKM2MW97
NSI: 598,070,219
OFFEROR: Murano Bidco Limited (a newly formed company indirectly controlled
by funds managed by Carlyle Europe Partners V)
Offeror identified: 07:00 26-May-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Walls & Futures REIT plc
Offer period commenced: 07:00 08-Apr-2021
5p ordinary
ISIN: GB00BD04QG09
NSI: 3,755,086
OFFEROR: Virgata Services Limited
Offeror identified: 07:00 08-Apr-2021
Rule 2.6 deadline: N/A
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 West Digital Media Solutions
+44 (0)20 3753 2071
PR Newswire Disclose provided by PR Newswire
+44 (0)20 7454 5210
RNS provided by the London Stock Exchange
+44 (0)20 7797 4400
EQS IR.COCKPIT provided by EquityStory AG
+49 89 21 02 98 - 50
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