REG - Takeover Panel - Disclosure Table (POTAM only)

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19/11/2021 13:10

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RNS Number : 0013T  Takeover Panel  19 November 2021

 

 THE TAKEOVER PANEL - DISCLOSURE TABLE

 

 19 November 2021

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

 ADDITIONS

 None

 DELETIONS

 OFFEROR: Gopher Investments (potential offeror for Playtech plc)
 Offeror identified: 20:18 07-Nov-2021
 Rule 2.6 deadline: to be determined
 Disclosure of dealings and positions in this offeror is not required

 OTHER AMENDMENTS

 OFFEREE: Avast plc
 Offer period commenced: 22:23 14-Jul-2021
 10p ordinary                                           ISIN: GB00BDD85M81  NSI: 1,035,228,181
 OFFEROR: NortonLifeLock Inc.
 Offeror identified: 22:23 14-Jul-2021
 Rule 2.6 deadline: N/A
 USD 0.01 common                                        ISIN: US6687711084  NSI: 581,769,493
 2.000% Senior Unsecured Convertible Notes August 2022  ISIN: US668771AA66  USD: 625,000,000

 DISCLOSURE TABLE

 OFFEREE: Arden Partners plc
 Offer period commenced: 15:14 26-Oct-2021
 10p ordinary  ISIN: GB00B15CTY44  NSI: 29,074,211
 OFFEROR: Ince Group plc (The)
 Offeror identified: 15:14 26-Oct-2021
 Rule 2.6 deadline: N/A
 1p ordinary   ISIN: GB00BZBY3Y09  NSI: 68,540,912

 OFFEREE: Arena Events Group plc
 Offer period commenced: 07:00 20-Oct-2021
 1p ordinary  ISIN: GB00BF0HYJ24  NSI: 326,282,261
 OFFEROR: Theta Bidco Limited (a newly incorporated company directly or
 indirectly owned by joint offerors IHC Industrial Holding LLC and Tasheel
 Holding Group LLC)
 Offeror identified: 07:00 20-Oct-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: 1,035,228,181
 OFFEROR: NortonLifeLock Inc.
 Offeror identified: 22:23 14-Jul-2021
 Rule 2.6 deadline: N/A
 USD 0.01 common                                        ISIN: US6687711084  NSI: 581,769,493
 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: 97,102,306
 OFFEROR: Bali Bidco Limited (a company indirectly owned by the Vista Funds)
 Offeror identified: 14:56 31-Aug-2021
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: SS&C Technologies Holdings, Inc.
 Offeror identified: 15:00 16-Nov-2021
 Rule 2.6 deadline: to be determined
 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: 52,050,457
 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: N/A
 Disclosure of dealings and positions in this offeror is not required

 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: 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: Meggitt plc
 Offer period commenced: 07:00 02-Aug-2021
 5p ordinary  ISIN: GB0005758098  NSI: 781,973,841
 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: Playtech plc
 Offer period commenced: 21:44 17-Oct-2021
 Ordinary NPV  ISIN: IM00B7S9G985  NSI: 306,356,693
 OFFEROR: Aristocrat (UK) Holdings Limited (a wholly owned subsidiary of
 Aristocrat Leisure Limited)
 Offeror identified: 21:44 17-Oct-2021
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: A consortium of JKO Play Limited (a company controlled by Mr Eddie
 Jordan and Mr Keith O'Loughlin) and Centerbridge Partners L.P.
 Offeror identified: 00:31 18-Nov-2021
 Rule 2.6 deadline: to be determined
 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: Sensyne Health plc
 Offer period commenced: 07:00 02-Nov-2021
 10p ordinary  ISIN: GB00BYV3J755  NSI: 164,799,139
 OFFEROR: MBO led by Lord Paul Drayson
 Offeror identified: 07:00 02-Nov-2021
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Stagecoach Group plc
 Offer period commenced: 07:00 21-Sep-2021
 125/228p ordinary  ISIN: GB00B6YTLS95  NSI: 550,878,747
 OFFEROR: National Express Group plc
 Offeror identified: 07:00 21-Sep-2021
 Rule 2.6 deadline: 17:00 14-Dec-2021
 5p ordinary        ISIN: GB0006215205  NSI: 614,086,377

 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: U and I Group plc
 Offer period commenced: 07:00 01-Nov-2021
 50p ordinary  ISIN: GB0002668464  NSI: 125,431,713
 OFFEROR: LS Development Holdings Limited (a newly formed company indirectly
 owned by Land Securities Group plc)
 Offeror identified: 07:00 01-Nov-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: 71,383,201
 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

 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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