REG - Takeover Panel - Disclosure Table (POTAM only)
THE TAKEOVER PANEL - DISCLOSURE TABLE
11 February 2020 - FINAL
The following are today's changes to the Disclosure Table:
ADDITIONS
None
DELETIONS
OFFEROR: Kohlberg Kravis Roberts & Co. LP (potential offeror for NMC Health
plc)
Offeror identified: 07:00 10-Feb-2020
Rule 2.6 deadline: 17:00 09-Mar-2020
Disclosure of dealings and positions in this offeror is not required
OTHER AMENDMENTS
OFFEREE: NMC Health plc
Offer period commenced: 07:00 10-Feb-2020
10p ordinary
ISIN: GB00B7FC0762
NSI: 208,703,861
Convertible bond 2025
ISIN: XS1814568413
USD: 360,000,000
OFFEROR: GKSD Investment Holding SA (a company backed by sponsors of Gruppo
San Donato)
Offeror identified: 07:00 10-Feb-2020
Rule 2.6 deadline: 17:00 09-Mar-2020
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Sophos Group plc
Offer period commenced: 07:00 14-Oct-2019
3p ordinary
ISIN: GB00BYZFZ918
NSI: 493,184,463
OFFEROR: Surf Buyer Limited (a company owned by funds managed and/or
advised by Thoma Bravo, LLC)
Offeror identified: 07:00 14-Oct-2019
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
DISCLOSURE TABLE
OFFEREE: Amigo Holdings plc
Offer period commenced: 07:00 27-Jan-2020
0.25p ordinary
ISIN: GB00BFFK8T45
NSI: 475,333,760
OFFEROR: No named offeror
OFFEREE: Audioboom Group plc
Offer period commenced: 07:00 10-Feb-2020
ordinary
ISIN: JE00BJYJFG60
NSI: 14,006,757
OFFEROR: No named offeror
OFFEREE: Avation plc
Offer period commenced: 07:00 06-Jan-2020
1p ordinary
ISIN: GB00B196F554
NSI: 62,709,942
OFFEROR: No named offeror
OFFEREE: Ei Group plc
Offer period commenced: 07:00 18-Jul-2019
2.5p ordinary
ISIN: GB00B1L8B624
NSI: 438,336,443
OFFEROR: Stonegate Pub Company Bidco Limited (a wholly-owned subsidiary of
Stonegate Pub Company Limited)
Offeror identified: 07:00 18-Jul-2019
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Frenkel Topping Group plc
Offer period commenced: 09:04 28-Jan-2020
0.5p ordinary
ISIN: GB00B01YXQ71
NSI: 75,551,641
OFFEROR: Harwood Capital LLP
Offeror identified: 09:04 28-Jan-2020
Rule 2.6 deadline: 17:00 25-Feb-2020
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Harwood Wealth Management Group plc
Offer period commenced: 07:00 23-Dec-2019
0.25p ordinary
ISIN: GB00BYYWB172
NSI: 62,542,927
OFFEROR: Hurst Point Topco Limited (a newly formed company indirectly
controlled by funds managed by Carlyle)
Offeror identified: 07:00 23-Dec-2019
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Haynes Publishing Group plc
Offer period commenced: 07:00 15-Nov-2019
20p ordinary
ISIN: GB0004160833
NSI: 6,122,486
20p A ordinary
NSI: 9,000,000
OFFEROR: No named offeror
OFFEREE: Leicester Football Club plc (See Note 9 below)
Offer period commenced: 07:00 25-Jun-2019
10p ordinary
NSI: 13,711,948
OFFEROR: No named offeror
OFFEREE: LightwaveRF plc
Offer period commenced: 07:00 18-Nov-2019
5p ordinary
ISIN: GB00BKJ9BV58
NSI: 123,583,446
OFFEROR: No named offeror
OFFEREE: Low & Bonar plc
Offer period commenced: 17:30 20-Sep-2019
5p ordinary
ISIN: GB0005363014
NSI: 689,756,295
OFFEROR: FV Beteiligungs-GmbH (a wholly-owned subsidiary of Freudenberg SE)
Offeror identified: 17:30 20-Sep-2019
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Nanoco Group plc
Offer period commenced: 07:00 05-Nov-2019
10p ordinary
ISIN: GB00B01JLR99
NSI: 286,207,024
OFFEROR: No named offeror
OFFEREE: NMC Health plc
Offer period commenced: 07:00 10-Feb-2020
10p ordinary
ISIN: GB00B7FC0762
NSI: 208,703,861
Convertible bond 2025
ISIN: XS1814568413
USD: 360,000,000
OFFEROR: GKSD Investment Holding SA (a company backed by sponsors of Gruppo
San Donato)
Offeror identified: 07:00 10-Feb-2020
Rule 2.6 deadline: 17:00 09-Mar-2020
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Nostrum Oil & Gas plc
Offer period commenced: 07:00 24-Jun-2019
1p ordinary
ISIN: GB00BGP6Q951
NSI: 188,182,958
OFFEROR: No named offeror
OFFEREE: Proactis Holdings plc
Offer period commenced: 07:00 29-Jul-2019
10p ordinary
ISIN: GB00B13GSS58
NSI: 95,218,796
OFFEROR: No named offeror
OFFEREE: Redde plc
Offer period commenced: 07:00 29-Nov-2019
0.1p ordinary
ISIN: GB00BLWF0R63
NSI: 306,868,351
OFFEROR: Northgate plc
Offeror identified: 07:00 29-Nov-2019
Rule 2.6 deadline: N/A
50p ordinary
ISIN: GB00B41H7391
NSI: 133,232,518
OFFEREE: Redx Pharma plc
Offer period commenced: 07:00 31-Dec-2019
1p ordinary
ISIN: GB00BSNB6S51
NSI: 178,508,703
OFFEROR: Samuel D. Waksal and associates
Offeror identified: 07:00 31-Dec-2019
Rule 2.6 deadline: 17:00 14-Feb-2020
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Sirius Minerals plc
Offer period commenced: 07:00 08-Jan-2020
0.25p ordinary
ISIN: GB00B0DG3H29
NSI: 7,020,196,560
8.5 per cent convertible 2023
ISIN: XS1515223516
USD: 137,600,000
5 per cent convertible 2027
ISIN: XS1991118255
USD: 99,000,000
ADR
ISIN: US82967P1030
OFFEROR: Anglo American Projects UK Limited (a wholly owned subsidiary of
Anglo American plc)
Offeror identified: 07:00 08-Jan-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Sophos Group plc
Offer period commenced: 07:00 14-Oct-2019
3p ordinary
ISIN: GB00BYZFZ918
NSI: 493,184,463
OFFEROR: Surf Buyer Limited (a company owned by funds managed and/or
advised by Thoma Bravo, LLC)
Offeror identified: 07:00 14-Oct-2019
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 5110
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
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDTABSFLFWFESSESE
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