REG - Takeover Panel - Disclosure Table (POTAM only)
THE TAKEOVER PANEL - DISCLOSURE TABLE
08 March 2021 - FINAL
The following are today's changes to the Disclosure Table:
ADDITIONS
None
DELETIONS
OFFEREE: Countrywide plc
Offer period commenced: 07:00 09-Nov-2020
1p ordinary
ISIN: GB00BK5V9445
NSI: 32,826,068
OFFEROR: Connells Limited
Offeror identified: 07:00 09-Nov-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OTHER AMENDMENTS
OFFEREE: William Hill plc
Offer period commenced: 13:08 25-Sep-2020
10p ordinary
ISIN: GB0031698896
NSI: 1,050,811,642
OFFEROR: Caesars UK Holdings Limited (a wholly-owned subsidiary of Caesars
Entertainment, Inc.)
Offeror identified: 13:08 25-Sep-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
DISCLOSURE TABLE
OFFEREE: AA plc
Offer period commenced: 07:00 04-Aug-2020
0.1p ordinary
ISIN: GB00BMSKPJ95
NSI: 624,427,775
OFFEROR: Basing Bidco Limited (a newly incorporated entity owned by a
consortium of the TowerBrook Funds and the Warburg Pincus Funds)
Offeror identified: 07:45 24-Sep-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: ADVANZ PHARMA Corp. Limited (See Note 9 below)
Offer period commenced: 12:08 23-Oct-2020
Limited voting NPV
ISIN: JE00BJVH6L55
NSI: 48,913,490
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: 43,005,051
Convertible unsecured loan stock 2024
ISIN: GB00BJLFJB09
NSI: 2,720
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: 256,128,201
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: Alternative Credit Investments plc
Offer period commenced: 07:00 25-Feb-2020
1p ordinary
ISIN: GB00BLP57Y95
NSI: 73,467,261
OFFEROR: Waterfall EIT UK Limited (a newly formed company owned by funds
managed by Waterfall Asset Management, LLC.)
Offeror identified: 07:00 25-Feb-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Arrow Global plc
Offer period commenced: 07:36 08-Feb-2021
1p ordinary
ISIN: GB00BDGTXM47
NSI: 177,378,244
OFFEROR: TDR Capital LLP (in its capacity as manager of various TDR managed
investment funds)
Offeror identified: 07:36 08-Feb-2021
Rule 2.6 deadline: 08:00 23-Mar-2021
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Calisen plc
Offer period commenced: 07:00 11-Dec-2020
1p ordinary
ISIN: GB00BKX9C181
NSI: 547,980,973
OFFEROR: Coyote Bidco Limited
Offeror identified: 07:00 11-Dec-2020
Rule 2.6 deadline: N/A
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: Eurasia Mining plc
Offer period commenced: 07:00 01-Jul-2020
0.1p ordinary
ISIN: GB0003230421
NSI: 2,758,701,681
OFFEROR: No named offeror
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: G4S plc
Offer period commenced: 11:00 14-Sep-2020
25p ordinary
ISIN: GB00B01FLG62
NSI: 1,551,594,436
OFFEROR: Fleming Capital Securities, Inc. (a wholly-owned subsidiary of
Garda World Security Corporation)
Offeror identified: 11:00 14-Sep-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Atlas UK Bidco Limited (a newly incorporated entity that is
indirectly controlled by Allied Universal)
Offeror identified: 13:08 09-Oct-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Gfinity plc
Offer period commenced: 08:55 09-Oct-2020
0.1p ordinary
ISIN: GB00BT9QD572
NSI: 796,513,252
OFFEROR: No named offeror
OFFEREE: Hunters Property plc
Offer period commenced: 07:00 04-Dec-2020
4p ordinary
ISIN: GB00BYMW5L71
NSI: 32,814,588
OFFEROR: Property Franchise Group plc, The
Offeror identified: 07:00 04-Dec-2020
Rule 2.6 deadline: N/A
1p ordinary
ISIN: GB00BH0WFH67
NSI: 25,822,750
OFFEREE: Idox plc
Offer period commenced: 07:00 19-Feb-2021
1p ordinary
ISIN: GB0002998192
NSI: 443,688,279
OFFEROR: Dye & Durham Limited
Offeror identified: 07:00 19-Feb-2021
Rule 2.6 deadline: 17:00 19-Mar-2021
Disclosure of dealings and positions in this offeror is not required
OFFEREE: KAZ Minerals plc
Offer period commenced: 07:40 28-Oct-2020
20p ordinary
ISIN: GB00B0HZPV38
NSI: 472,562,900
OFFEROR: Nova Resources B.V. (a company indirectly owned by joint offerors
(i) Oleg Novachuk and (ii) Vladimir Kim)
Offeror identified: 07:40 28-Oct-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Nucleus Financial Group plc
Offer period commenced: 12:07 02-Dec-2020
0.1p ordinary
ISIN: GB00BG226J60
NSI: 76,473,360
OFFEROR: James Hay Holdings Limited (an indirect wholly owned subsidiary of
IFG Group Limited, the parent company of the James Hay Group)
Offeror identified: 12:07 02-Dec-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: RDI REIT plc
Offer period commenced: 07:00 26-Feb-2021
40p ordinary
ISIN: IM00BH3JLY32
NSI: 380,590,061
OFFEROR: SOF-12 Cambridge Bidco Limited (a newly formed company owned by
Starwood Funds)
Offeror identified: 07:00 26-Feb-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: 1,037,151,579
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: Scapa Group plc
Offer period commenced: 07:25 27-Jan-2021
5p ordinary
ISIN: GB0007281198
NSI: 187,870,013
OFFEROR: AMS Holdco 2 Limited (an indirect wholly-owned subsidiary of
Schweitzer-Mauduit International, Inc.)
Offeror identified: 07:25 27-Jan-2021
Rule 2.6 deadline: N/A
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: Studio Retail Group plc
Offer period commenced: 07:00 08-Dec-2020
10p ordinary
ISIN: GB00B8B4R053
NSI: 86,867,534
23.97p convertible
NSI: 166,878,704
OFFEROR: No named offeror
OFFEREE: TalkTalk Telecom Group plc
Offer period commenced: 07:55 08-Oct-2020
0.1p ordinary
ISIN: GB00B4YCDF59
NSI: 1,146,269,670
OFFEROR: Tosca IOM Limited
Offeror identified: 07:55 08-Oct-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: William Hill plc
Offer period commenced: 13:08 25-Sep-2020
10p ordinary
ISIN: GB0031698896
NSI: 1,050,811,642
OFFEROR: Caesars UK Holdings Limited (a wholly-owned subsidiary of Caesars
Entertainment, Inc.)
Offeror identified: 13:08 25-Sep-2020
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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