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RNS Number : 1317M Takeover Panel 17 September 2021
THE TAKEOVER PANEL - DISCLOSURE TABLE
17 September 2021
The following are today's changes to the Disclosure Table:
ADDITIONS
OFFEREE: Safestay plc
Offer period commenced: 07:00 17-Sep-2021
1p ordinary ISIN: GB00BKT0J702 NSI: 64,679,014
OFFEROR: No named offeror
DELETIONS
None
OTHER AMENDMENTS
OFFEREE: Avast plc
Offer period commenced: 22:23 14-Jul-2021
10p ordinary ISIN: GB00BDD85M81 NSI: 1,034,253,952
OFFEROR: NortonLifeLock Inc.
Offeror identified: 22:23 14-Jul-2021
Rule 2.6 deadline: N/A
USD 0.01 common ISIN: US6687711084 NSI: 581,736,561
2.000% Senior Unsecured Convertible Notes August 2022 ISIN: US668771AA66 USD: 625,000,000
DISCLOSURE TABLE
OFFEREE: Arrow Global Group plc (See Note 10 below)
Offer period commenced: 07:36 08-Feb-2021
1p ordinary ISIN: GB00BDGTXM47 NSI: 177,412,006
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
1p ordinary ISIN: GB00B02H2F76 NSI: 104,971,924
OFFEROR: Antwerp Management Limited (a newly-formed company indirectly
owned by funds managed or advised by Morgan Stanley Infrastructure Inc., an
indirect subsidiary of Morgan Stanley)
Offeror identified: 07:00 27-May-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Eleia Limited (a newly-formed company indirectly owned by a
consortium consisting of investment funds managed by Ancala Partners LLP and
Fiera Infrastructure Inc.)
Offeror identified: 22:30 24-Aug-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Avast plc
Offer period commenced: 22:23 14-Jul-2021
10p ordinary ISIN: GB00BDD85M81 NSI: 1,034,253,952
OFFEROR: NortonLifeLock Inc.
Offeror identified: 22:23 14-Jul-2021
Rule 2.6 deadline: N/A
USD 0.01 common ISIN: US6687711084 NSI: 581,736,561
2.000% Senior Unsecured Convertible Notes August 2022 ISIN: US668771AA66 USD: 625,000,000
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: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Blue Prism Group plc
Offer period commenced: 14:56 31-Aug-2021
1p ordinary ISIN: GB00BYQ0HV16 NSI: 96,885,881
OFFEROR: TPG Capital
Offeror identified: 14:56 31-Aug-2021
Rule 2.6 deadline: 17:00 28-Sep-2021
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Vista Equity Partners
Offeror identified: 14:56 31-Aug-2021
Rule 2.6 deadline: 17:00 28-Sep-2021
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Charles Stanley Group plc
Offer period commenced: 07:03 29-Jul-2021
25p ordinary ISIN: GB0006556046 NSI: 52,132,834
OFFEROR: Raymond James UK Wealth Management Holdings Limited (a
wholly-owned subsidiary of Raymond James Financial, Inc.)
Offeror identified: 07:03 29-Jul-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Daily Mail and General Trust plc
Offer period commenced: 07:00 12-Jul-2021
12.5p A Non-Voting ISIN: GB00BJQZC279 NSI: 210,798,306
12.5p Voting NSI: 19,890,364
OFFEROR: Rothermere Continuation Limited
Offeror identified: 07:00 12-Jul-2021
Rule 2.6 deadline: 17:00 30-Sep-2021
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Drum Income Plus REIT plc
Offer period commenced: 07:00 04-Aug-2021
10p ordinary ISIN: GB00BW4NWS02 NSI: 38,201,990
OFFEROR: Custodian REIT plc
Offeror identified: 07:00 04-Aug-2021
Rule 2.6 deadline: N/A
1p ordinary ISIN: GB00BJFLFT45 NSI: 420,603,344
OFFEREE: Equiniti Group plc (See Note 10 below)
Offer period commenced: 07:00 19-Apr-2021
0.1p ordinary ISIN: GB00BYWWHR75 NSI: 367,757,084
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 (See Note 10 below)
Offer period commenced: 12:23 24-Mar-2021
10p ordinary ISIN: GB00BZ14BX56 NSI: 109,730,109
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: GCP Student Living plc
Offer period commenced: 17:08 02-Jul-2021
1p ordinary ISIN: GB00B8460Z43 NSI: 455,019,030
OFFEROR: Gemini Jersey JV L.P. (a newly formed vehicle owned, directly or
indirectly, by joint offerors Scape Living plc and iQSA Holdco Limited)
Offeror identified: 17:08 02-Jul-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Good Energy Group plc
Offer period commenced: 07:00 12-Jul-2021
5p ordinary ISIN: GB0033600353 NSI: 16,643,067
OFFEROR: Ecotricity Group Limited
Offeror identified: 07:00 12-Jul-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 17-Sep-2021
Disclosure of dealings and positions in this offeror is not required
OFFEREE: John Laing Group plc (See Note 10 below)
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: Meggitt plc
Offer period commenced: 07:00 02-Aug-2021
5p ordinary ISIN: GB0005758098 NSI: 781,824,757
OFFEROR: Parker-Hannifin Corporation
Offeror identified: 07:00 02-Aug-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Safestay plc
Offer period commenced: 07:00 17-Sep-2021
1p ordinary ISIN: GB00BKT0J702 NSI: 64,679,014
OFFEROR: No named offeror
OFFEREE: Sanne Group plc
Offer period commenced: 07:00 14-May-2021
1p ordinary ISIN: JE00BVRZ8S85 NSI: 162,178,754
OFFEROR: Apex Acquisition Company Limited (an indirect wholly-owned
subsidiary of Apex Group Ltd.)
Offeror identified: 07:00 02-Aug-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Stock Spirits Group plc
Offer period commenced: 07:00 12-Aug-2021
10p ordinary ISIN: GB00BF5SDZ96 NSI: 200,000,000
OFFEROR: Sunray Investments Luxembourg S.A R.L.
Offeror identified: 07:00 12-Aug-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Sumo Group plc
Offer period commenced: 07:00 19-Jul-2021
1p ordinary ISIN: GB00BD3HV384 NSI: 171,463,123
OFFEROR: Sixjoy Hong Kong Limited (an indirect subsidiary of Tencent
Holdings Limited)
Offeror identified: 07:00 19-Jul-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Ultra Electronics Holdings plc
Offer period commenced: 16:23 25-Jun-2021
5p ordinary ISIN: GB0009123323 NSI: 71,346,099
OFFEROR: Cobham Ultra Acquisitions Limited (a wholly-owned indirect
subsidiary of Cobham Group Holdings Limited)
Offeror identified: 16:23 25-Jun-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Wm Morrison Supermarkets plc (See Note 10 below)
Offer period commenced: 15:30 19-Jun-2021
10p ordinary ISIN: GB0006043169 NSI: 2,419,451,041
OFFEROR: Market Bidco Limited (a newly incorporated entity formed by
Clayton, Dubilier & Rice, LLP in its capacity as adviser to Clayton,
Dubilier & Rice, LLC as manager of CD&R Fund XI)
Offeror identified: 15:30 19-Jun-2021
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Oppidum Bidco Limited (a newly formed company indirectly owned by
funds managed or advised by affiliates of Fortress Investment Group, LLC)
Offeror identified: 07:06 03-Jul-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 words "See Note 10 below" appear by the name of the offeree company in the
Disclosure Table above if an offer was announced for the company in accordance
with Rule 2.7 of the Code on or before 4 July 2021. That offer, and any
competing offer for the offeree company (regardless of when announced), is
subject to the Twelfth edition of the Code (as last amended on 31 December
2020). Otherwise, any offer for an offeree company announced under Rule 2.7
on or after 5 July 2021 will be subject to the Thirteenth edition of the Code,
which took effect on that date. Both the Twelfth and the Thirteenth editions
of the Code are available on the Panel's website.
11. 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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