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RNS Number : 2518L Takeover Panel 29 December 2022
THE TAKEOVER PANEL - DISCLOSURE TABLE
29 December 2022 - FINAL
The following are today's changes to the Disclosure Table:
ADDITIONS
None
DELETIONS
None
OTHER AMENDMENTS
None
DISCLOSURE TABLE
OFFEREE: Amicrest Holdings plc (See Note 9 below)
Offer period commenced: 10:30 17-Nov-2022
50p ordinary NSI: 4,820,247
OFFEROR: Mr Gerard Lee
Offeror identified: 10:30 17-Nov-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Appreciate Group plc
Offer period commenced: 07:00 07-Nov-2022
2p ordinary ISIN: GB0006710643 NSI: 186,347,228
OFFEROR: PayPoint plc
Offeror identified: 07:00 07-Nov-2022
Rule 2.6 deadline: N/A
1/3p ordinary ISIN: GB00B02QND93 NSI: 68,981,077
OFFEREE: AVEVA Group plc
Offer period commenced: 12:15 24-Aug-2022
3 5/9p ordinary ISIN: GB00BBG9VN75 NSI: 302,059,213
OFFEROR: Ascot Acquisition Holdings Limited (an indirect subsidiary of
Schneider Electric SE)
Offeror identified: 12:15 24-Aug-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Biffa plc
Offer period commenced: 07:00 07-Jun-2022
1p ordinary ISIN: GB00BD8DR117 NSI: 306,167,553
OFFEROR: Bears Bidco Limited (a newly incorporated company controlled by funds
managed by affiliates of ECP V, LLC)
Offeror identified: 07:00 07-Jun-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Bonhill Group plc
Offer period commenced: 07:01 10-Oct-2022
1p ordinary ISIN: GB00BFWYSS80 NSI: 119,288,687
OFFEROR: No named offeror
OFFEREE: Crestchic plc
Offer period commenced: 23:45 08-Dec-2022
10p ordinary ISIN: GB00B0SPFW38 NSI: 28,196,053
OFFEROR: Aggreko Limited
Offeror identified: 23:45 08-Dec-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Curtis Banks Group plc
Offer period commenced: 11:41 25-Nov-2022
0.5p ordinary ISIN: GB00BW0D4R71 NSI: 66,879,312
OFFEROR: Nucleus Financial Platforms Limited
Offeror identified: 11:41 25-Nov-2022
Rule 2.6 deadline: 17:00 09-Jan-2023
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Devro plc
Offer period commenced: 07:00 25-Nov-2022
10p ordinary ISIN: GB0002670437 NSI: 167,449,022
OFFEROR: Saria Nederland B.V. (an indirect subsidiary undertaking of Saria SE
& Co. KG)
Offeror identified: 07:00 25-Nov-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: EMIS Group plc
Offer period commenced: 15:50 17-Jun-2022
1p ordinary ISIN: GB00B61D1Y04 NSI: 63,311,396
OFFEROR: Bordeaux UK Holdings II Limited (an affiliate of Optum Health
Solutions (UK) Limited and a wholly owned subsidiary of UnitedHealth Group
Incorporated)
Offeror identified: 15:50 17-Jun-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Forest Company Limited, The (See Note 9 below)
Offer period commenced: 11:37 22-Nov-2021
USD 0.10 ordinary ISIN: GG00B4TC8Z57 NSI: 51,243,641
USD 0.10 A ordinary
OFFEROR: No named offeror
OFFEREE: HomeServe plc
Offer period commenced: 16:09 24-Mar-2022
2 9/13p ordinary ISIN: GB00BYYTFB60 NSI: 338,443,441
OFFEROR: Hestia Bidco Limited (an indirect subsidiary of Brookfield
Infrastructure funds)
Offeror identified: 16:09 24-Mar-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Hurricane Energy plc
Offer period commenced: 07:00 02-Nov-2022
0.1p ordinary ISIN: GB00B580MF54 NSI: 1,991,871,556
OFFEROR: No named offeror
OFFEREE: Impellam Group plc
Offer period commenced: 07:00 12-Apr-2022
1p ordinary ISIN: GB00B8HWGJ55 NSI: 45,057,654
OFFEROR: No named offeror
OFFEREE: In The Style Group plc
Offer period commenced: 07:00 08-Dec-2022
0.25p ordinary ISIN: GB00BMXMR838 NSI: 52,499,998
OFFEROR: No named offeror
OFFEREE: Jigsaw Insurance Services plc (See Note 9 below)
Offer period commenced: 13:51 21-Nov-2022
10p ordinary NSI: 10,280,231
OFFEROR: PIB Group Limited
Offeror identified: 13:51 21-Nov-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: K3 Capital Group plc
Offer period commenced: 15:57 08-Dec-2022
1p ordinary ISIN: GB00BF1HPD20 NSI: 73,503,464
OFFEROR: Shin Bidco Limited (a company controlled by affiliates of Sun
European Partners, LLP)
Offeror identified: 15:57 08-Dec-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Mediclinic International plc
Offer period commenced: 07:30 09-Jun-2022
10p ordinary ISIN: GB00B8HX8Z88 NSI: 737,243,810
OFFEROR: Manta Bidco Limited (a newly formed company owned by a consortium
comprising Remgro Limited and SAS Shipping Agencies Services S.a.r.l., a
wholly owned subsidiary of MSC Mediterranean Shipping Company SA)
Offeror identified: 07:30 09-Jun-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Micro Focus International plc
Offer period commenced: 21:09 25-Aug-2022
10p ordinary ISIN: GB00BJ1F4N75 NSI: 339,217,951
ADR ISIN: US5948374039
OFFEROR: Open Text Corporation (through its wholly-owned subsidiary, Open Text
UK Holding Limited)
Offeror identified: 21:09 25-Aug-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: RPS Group plc
Offer period commenced: 21:37 08-Aug-2022
3p ordinary ISIN: GB0007594764 NSI: 277,510,925
OFFEROR: Tetra Tech UK Holdings Limited (a wholly-owned subsidiary of Tetra
Tech, Inc.)
Offeror identified: 23:34 23-Sep-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Science in Sport plc
Offer period commenced: 07:01 30-Sep-2022
10p ordinary ISIN: GB00BBPV5329 NSI: 172,419,741
OFFEROR: No named offeror
OFFEREE: Shaftesbury plc
Offer period commenced: 22:35 07-May-2022
25p ordinary ISIN: GB0007990962 NSI: 384,396,479
OFFEROR: Capital & Counties Properties plc
Offeror identified: 22:35 07-May-2022
Rule 2.6 deadline: N/A
25p ordinary ISIN: GB00B62G9D36 NSI: 851,274,235
OFFEREE: Tekmar Group plc
Offer period commenced: 07:02 13-Jun-2022
1p ordinary ISIN: GB00BDFGGK53 NSI: 60,960,234
OFFEROR: No named offeror
OFFEREE: TP Group plc
Offer period commenced: 07:00 31-Oct-2022
1p ordinary ISIN: GB0030591514 NSI: 779,178,719
OFFEROR: Science Group plc
Offeror identified: 07:00 31-Oct-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: US Solar Fund plc
Offer period commenced: 07:00 17-Oct-2022
USD 0.01 ordinary ISIN: GB00BJCWFX49 NSI: 332,192,361
OFFEROR: No named offeror
OFFEREE: Wentworth Resources plc
Offer period commenced: 07:00 05-Dec-2022
NPV ordinary ISIN: JE00BGT34J81 NSI: 177,182,567
OFFEROR: Etablissements Maurel & Prom S.A.
Offeror identified: 07:00 05-Dec-2022
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Xpediator plc
Offer period commenced: 07:00 20-Dec-2022
5p ordinary ISIN: GB00BF6P5V92 NSI: 141,688,425
OFFEROR: A consortium comprising Cogels Investments Limited, funds managed by
BaltCap and Justas Versnickas
Offeror identified: 07:00 20-Dec-2022
Rule 2.6 deadline: 17:00 17-Jan-2023
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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