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REG - Takeover Panel - Disclosure Table (POTAM only)

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RNS Number : 2164W  Takeover Panel  16 August 2022

 

 THE TAKEOVER PANEL - DISCLOSURE TABLE

 

 16 August 2022

 The following are today's changes to the Disclosure Table:

 ADDITIONS

 OFFEREE: Darktrace plc
 Offer period commenced: 18:33 15-Aug-2022
 1p ordinary  ISIN: GB00BNYK8G86  NSI: 708,811,019
 OFFEROR: Thoma Bravo L.P.
 Offeror identified: 18:33 15-Aug-2022
 Rule 2.6 deadline: 17:00 12-Sep-2022
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Ted Baker plc
 Offer period commenced: 07:00 18-Mar-2022
 5p ordinary  ISIN: GB0001048619  NSI: 184,616,158
 OFFEROR: ABG-Robin BidCo (UK) Limited (a newly incorporated entity
 wholly-owned by Authentic Brands Group, LLC)
 Offeror identified: 07:00 16-Aug-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 DELETIONS

 OFFEREE: Altus Strategies plc
 Offer period commenced: 07:00 14-Jun-2022
 5p ordinary   ISIN: GB00BJ9TYB96  NSI: 117,321,678
 OFFEROR: Elemental Royalties Corp.
 Offeror identified: 07:00 14-Jun-2022
 Rule 2.6 deadline: N/A
 Ordinary NPV  ISIN: CA28619L1076  NSI: 78,266,221

 OFFEREE: FirstGroup plc
 Offer period commenced: 08:59 26-May-2022
 5p ordinary  ISIN: GB0003452173  NSI: 750,162,473
 OFFEROR: I Squared Capital Advisors (UK) LLP
 Offeror identified: 08:59 26-May-2022
 Rule 2.6 deadline: 17:00 18-Aug-2022
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Vp plc
 Offer period commenced: 07:00 28-Apr-2022
 5p ordinary  ISIN: GB0009286963  NSI: 40,154,253
 OFFEROR: No named offeror

 OTHER AMENDMENTS

 OFFEREE: Avast plc
 Offer period commenced: 22:23 14-Jul-2021
 10p ordinary     ISIN: GB00BDD85M81  NSI: 1,042,521,553
 OFFEROR: Nitro Bidco Limited (a wholly-owned subsidiary of NortonLifeLock
 Inc.)
 Offeror identified: 22:23 14-Jul-2021
 Rule 2.6 deadline: N/A
 USD 0.01 common  ISIN: US6687711084  NSI: 571,377,925

 DISCLOSURE TABLE

 OFFEREE: Allied Minds plc
 Offer period commenced: 16:38 09-Mar-2022
 1p ordinary  ISIN: GB00BLRLH124  NSI: 239,650,273
 OFFEROR: No named offeror

 OFFEREE: Avast plc
 Offer period commenced: 22:23 14-Jul-2021
 10p ordinary     ISIN: GB00BDD85M81  NSI: 1,042,521,553
 OFFEROR: Nitro Bidco Limited (a wholly-owned subsidiary of NortonLifeLock
 Inc.)
 Offeror identified: 22:23 14-Jul-2021
 Rule 2.6 deadline: N/A
 USD 0.01 common  ISIN: US6687711084  NSI: 571,377,925

 OFFEREE: Biffa plc
 Offer period commenced: 07:00 07-Jun-2022
 1p ordinary  ISIN: GB00BD8DR117  NSI: 305,910,826
 OFFEROR: Energy Capital Partners, LLC
 Offeror identified: 07:00 07-Jun-2022
 Rule 2.6 deadline: 17:00 30-Aug-2022
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Brewin Dolphin Holdings plc
 Offer period commenced: 07:00 31-Mar-2022
 1p ordinary  ISIN: GB0001765816  NSI: 303,728,512
 OFFEROR: RBC Wealth Management (Jersey) Holdings Limited (an indirect
 wholly-owned subsidiary of Royal Bank of Canada)
 Offeror identified: 07:00 31-Mar-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Capricorn Energy plc
 Offer period commenced: 07:10 01-Jun-2022
 21/13p ordinary  ISIN: GB00BN0SMB92  NSI: 315,072,439
 OFFEROR: Tullow Oil plc
 Offeror identified: 07:10 01-Jun-2022
 Rule 2.6 deadline: N/A
 10p ordinary     ISIN: GB0001500809  NSI: 1,438,524,083

 OFFEREE: CareTech Holdings plc
 Offer period commenced: 07:00 07-Mar-2022
 0.5p ordinary  ISIN: GB00B0KWHQ09  NSI: 113,336,434
 OFFEROR: Amalfi Bidco Limited (indirectly owned by joint offerors Sheikh
 Holdings Group (Investments) Limited, Belgravia Investments Limited and
 Kensington Capital Limited, funds managed by THCS IV GP S.a r.l. and TH
 Management IV S.a r.l.)
 Offeror identified: 07:00 07-Mar-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: ContourGlobal plc
 Offer period commenced: 07:00 17-May-2022
 1p ordinary  ISIN: GB00BF448H58  NSI: 656,841,000
 OFFEROR: Cretaceous Bidco Limited (a newly formed company wholly-owned by
 funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates)
 Offeror identified: 07:00 17-May-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Countryside Partnerships plc
 Offer period commenced: 07:00 30-May-2022
 0.01p ordinary  ISIN: GB00BYPHNG03  NSI: 499,472,051
 OFFEROR: Inclusive Capital Partners L.P.
 Offeror identified: 07:00 30-May-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Darktrace plc
 Offer period commenced: 18:33 15-Aug-2022
 1p ordinary  ISIN: GB00BNYK8G86  NSI: 708,811,019
 OFFEROR: Thoma Bravo L.P.
 Offeror identified: 18:33 15-Aug-2022
 Rule 2.6 deadline: 17:00 12-Sep-2022
 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: Euromoney Institutional Investor plc
 Offer period commenced: 07:00 20-Jun-2022
 0.25p ordinary  ISIN: GB0006886666  NSI: 109,304,103
 OFFEROR: Becketts Bidco Limited (a newly incorporated company controlled by
 funds managed and/or advised by Astorg Asset Management S.a r.l., Epiris GP
 Limited and Epiris GP III Limited)
 Offeror identified: 07:00 20-Jun-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: eve Sleep plc
 Offer period commenced: 07:00 06-Jun-2022
 0.1p ordinary  ISIN: GB00BYWMFT51  NSI: 274,742,418
 OFFEROR: No named offeror

 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: Go-Ahead Group plc, The
 Offer period commenced: 09:14 13-Jun-2022
 10p ordinary  ISIN: GB0003753778  NSI: 43,177,390
 OFFEROR: Gerrard Investment Bidco Limited a newly formed company indirectly
 owned by Kinetic TCo Pty Ltd and Globalvia Inversiones S.A.U.
 Offeror identified: 09:14 13-Jun-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: HomeServe plc
 Offer period commenced: 16:09 24-Mar-2022
 2 9/13p ordinary  ISIN: GB00BYYTFB60  NSI: 336,671,735
 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: iEnergizer Limited
 Offer period commenced: 12:57 09-Jun-2022
 10p ordinary  ISIN: GG00B54NMG96  NSI: 190,130,008
 OFFEROR: BPEA Advisors Private Limited
 Offeror identified: 12:57 09-Jun-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Impellam Group plc
 Offer period commenced: 07:00 12-Apr-2022
 1p ordinary  ISIN: GB00B8HWGJ55  NSI: 45,114,968
 OFFEROR: No named offeror

 OFFEREE: Lamprell plc
 Offer period commenced: 07:01 24-Jun-2022
 5p ordinary  ISIN: GB00B1CL5249  NSI: 412,817,636
 OFFEROR: Thunderball Investments Limited (a newly formed company owned by
 Blofeld Investment Management Limited and AlGihaz Holding Closed Joint-Stock
 Company)
 Offeror identified: 07:01 24-Jun-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: M&C Saatchi plc
 Offer period commenced: 07:00 06-Jan-2022
 1p ordinary    ISIN: GB00B01F7T14  NSI: 122,257,465
 OFFEROR: AdvancedAdvT Limited (a vehicle connected with Vin Murria)
 Offeror identified: 07:00 06-Jan-2022
 Rule 2.6 deadline: N/A
 Ordinary NPV   ISIN: VGG0103J1075  NSI: 133,200,000
 OFFEROR: Next Fifteen Communications Group plc
 Offeror identified: 07:01 20-May-2022
 Rule 2.6 deadline: N/A
 2.5p ordinary  ISIN: GB0030026057  NSI: 98,381,658

 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: Meggitt plc
 Offer period commenced: 07:00 02-Aug-2021
 5p ordinary  ISIN: GB0005758098  NSI: 782,887,591
 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: PCF Group plc
 Offer period commenced: 07:00 31-May-2022
 5p ordinary  ISIN: GB0004189378  NSI: 333,810,136
 OFFEROR: Castle Trust Capital plc
 Offeror identified: 07:00 31-May-2022
 Rule 2.6 deadline: 17:00 23-Aug-2022
 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: WSP Group Holdings Limited (a wholly-owned subsidiary of WSP
 Global Inc.)
 Offeror identified: 21:37 08-Aug-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Shaftesbury plc
 Offer period commenced: 22:35 07-May-2022
 25p ordinary  ISIN: GB0007990962  NSI: 384,370,449
 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: Ted Baker plc
 Offer period commenced: 07:00 18-Mar-2022
 5p ordinary  ISIN: GB0001048619  NSI: 184,616,158
 OFFEROR: ABG-Robin BidCo (UK) Limited (a newly incorporated entity
 wholly-owned by Authentic Brands Group, LLC)
 Offeror identified: 07:00 16-Aug-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Tekmar Group plc
 Offer period commenced: 07:02 13-Jun-2022
 1p ordinary  ISIN: GB00BDFGGK53  NSI: 60,960,234
 OFFEROR: No named offeror

 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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.   END  TABSFMFDMEESEDA

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