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RNS Number : 8453S Takeover Panel 08 November 2023
THE TAKEOVER PANEL - DISCLOSURE TABLE
08 November 2023 - FINAL
The following are today's changes to the Disclosure Table:
ADDITIONS
OFFEREE: UK Commercial Property REIT Limited
Offer period commenced: 07:00 08-Nov-2023
25p ordinary ISIN: GB00B19Z2J52 NSI: 1,299,412,465
OFFEROR: Picton Property Income Limited
Offeror identified: 07:00 08-Nov-2023
Rule 2.6 deadline: 17:00 06-Dec-2023
NPV ordinary ISIN: GB00B0LCW208 NSI: 547,605,596
DELETIONS
OFFEREE: Hambledon Vineyard plc (See Note 9 below)
Offer period commenced: 07:00 25-Sep-2023
10p ordinary NSI: 10,506,028
B ordinary NSI: 1,879,722
OFFEROR: CVI U.K. Ltd (a newly incorporated entity owned directly by a
consortium comprising (i) Berry Bros. & Rudd and (ii) Atlantis Wine
Holdings, a member of the Symington Group)
Offeror identified: 07:00 25-Sep-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OTHER AMENDMENTS
None
DISCLOSURE TABLE
OFFEREE: Advanced Oncotherapy plc
Offer period commenced: 07:00 18-Apr-2023
25p ordinary ISIN: GB00BD6SX109 NSI: 542,573,869
Senior secured fixed rate convertible loan notes 11 January 2024 NSI: 6,379,725
OFFEROR: No named offeror
OFFEREE: Allergy Therapeutics plc
Offer period commenced: 14:01 06-Apr-2023
0.1p ordinary ISIN: GB00B02LCQ05 NSI: 4,753,717,153
OFFEROR: Skygem Acquisition Limited (an indirect wholly-owned subsidiary of
funds managed by ZQ Capital Management Limited)
Offeror identified: 14:01 06-Apr-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Dechra Pharmaceuticals plc
Offer period commenced: 17:32 13-Apr-2023
1p ordinary ISIN: GB0009633180 NSI: 113,893,571
OFFEROR: Freya Bidco Limited (a newly formed company to be indirectly owned by
(i) EQT X EUR SCSp and EQT X USD SCSp, each acting through its manager
(gerant) EQT Fund Management S.a r.l., and (ii) Luxinva S.A.)
Offeror identified: 17:32 13-Apr-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: DX (Group) plc
Offer period commenced: 14:36 11-Sep-2023
1p ordinary ISIN: GB00BJTCG679 NSI: 604,900,491
OFFEROR: H.I.G. European Capital Partners LLP
Offeror identified: 14:36 11-Sep-2023
Rule 2.6 deadline: 17:00 21-Nov-2023
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Equals Group plc
Offer period commenced: 13:39 01-Nov-2023
1p ordinary ISIN: GB00BLS0XX25 NSI: 185,731,589
OFFEROR: Madison Dearborn Partners, LLC
Offeror identified: 13:39 01-Nov-2023
Rule 2.6 deadline: 17:00 29-Nov-2023
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Ergomed plc
Offer period commenced: 07:00 04-Sep-2023
1p ordinary ISIN: GB00BN7ZCY67 NSI: 51,064,505
OFFEROR: Eden AcquisitionCo Limited (a newly incorporated company controlled
and owned by funds advised by Permira Advisers LLP)
Offeror identified: 07:00 04-Sep-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Finsbury Food Group plc
Offer period commenced: 07:00 20-Sep-2023
1p ordinary ISIN: GB0009186429 NSI: 130,383,361
OFFEROR: Frisbee Bidco Limited (an entity ultimately owned by funds managed by
DBAY Advisors Limited)
Offeror identified: 07:00 20-Sep-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: FireAngel Safety Technology Group plc
Offer period commenced: 07:02 06-Jun-2023
2p ordinary ISIN: GB0030508757 NSI: 302,321,822
Warrant 3p June 2026 NSI: 60,355,529
OFFEROR: Intelligent Safety Electronics Pte. Ltd (a company incorporated in
Singapore and wholly-owned by Siterwell Electronics Co., Ltd)
Offeror identified: 07:00 27-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Gresham House plc
Offer period commenced: 07:00 17-Jul-2023
25p ordinary ISIN: GB0003887287 NSI: 38,273,996
OFFEROR: Seed Bidco Limited (a company controlled by funds advised by
Searchlight Capital Partners, L.P. and its affiliates)
Offeror identified: 07:00 17-Jul-2023
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: 44,721,956
OFFEROR: HeadFirst Global
Offeror identified: 18:03 04-Jul-2023
Rule 2.6 deadline: 17:00 29-Nov-2023
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Instem plc
Offer period commenced: 07:00 30-Aug-2023
10p ordinary ISIN: GB00B3TQCK30 NSI: 22,899,433
OFFEROR: Ichor Management Limited (a newly incorporated company controlled by
funds managed by ARCHIMED SAS)
Offeror identified: 07:00 30-Aug-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Kin and Carta plc
Offer period commenced: 07:03 18-Oct-2023
10p ordinary ISIN: GB0007689002 NSI: 177,931,360
OFFEROR: Kelvin UK Bidco Limited (a newly formed company owned indirectly by
funds advised by Apax Partners LLP)
Offeror identified: 07:03 18-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Network International Holdings plc
Offer period commenced: 14:05 13-Apr-2023
10p ordinary ISIN: GB00BH3VJ782 NSI: 532,748,593
OFFEROR: BCP VI Neptune Bidco Holdings Limited (an entity indirectly owned by
Brookfield Business Partners together with private equity funds managed and/or
advised by affiliates of Brookfield Asset Management Ltd)
Offeror identified: 07:00 21-Apr-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: OnTheMarket plc
Offer period commenced: 07:05 19-Oct-2023
0.2p ordinary ISIN: GB00BFN3K335 NSI: 80,207,785
OFFEROR: CoStar UK Limited (a wholly-owned indirect subsidiary of CoStar
Group, Inc.)
Offeror identified: 07:05 19-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Premier Veterinary Group plc (See Note 9 below)
Offer period commenced: 10:19 15-Sep-2023
0.1p ordinary ISIN: GB00BSZLMS59 NSI: 16,497,970
0.1p A ordinary NSI: 645,269
OFFEROR: No named offeror
OFFEREE: Restaurant Group plc, The
Offer period commenced: 07:00 12-Oct-2023
28.125p ordinary ISIN: GB00B0YG1K06 NSI: 770,212,928
OFFEROR: Rock BidCo Limited (a special purpose vehicle indirectly owned by the
Apollo Funds, managed by affiliates of Apollo Global Management, Inc.)
Offeror identified: 07:00 12-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Rotala plc
Offer period commenced: 13:36 19-Sep-2023
25p ordinary ISIN: GB00B1Z2MP60 NSI: 31,021,784
OFFEROR: A consortium comprising Simon Dunn, Bob Dunn and John Gunn
Offeror identified: 13:36 19-Sep-2023
Rule 2.6 deadline: 17:00 14-Nov-2023
Disclosure of dealings and positions in this offeror is not required
OFFEREE: ScS Group plc
Offer period commenced: 07:00 24-Oct-2023
0.1p ordinary ISIN: GB00BRF0TJ56 NSI: 33,954,674
OFFEROR: Cerezzola Limited (a wholly-owned subsidiary of Poltronesofa S.p.A.)
Offeror identified: 07:00 24-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Smoove plc
Offer period commenced: 11:38 24-Apr-2023
0.4p ordinary ISIN: GB00BNG8T458 NSI: 57,016,550
OFFEROR: Digcom UK Holdings Limited (an indirect subsidiary undertaking of
PEXA Group Limited)
Offeror identified: 11:38 24-Apr-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Sopheon plc
Offer period commenced: 13:00 31-Oct-2023
20p ordinary ISIN: GB00BSZM1369 NSI: 10,647,985
OFFEROR: IOps Buyer Inc. (a wholly-owned subsidiary of Wellspring Worldwide
Inc.)
Offeror identified: 13:00 31-Oct-2023
Rule 2.6 deadline: 17:00 28-Nov-2023
Disclosure of dealings and positions in this offeror is not required
OFFEREE: STM Group plc
Offer period commenced: 07:00 11-Jul-2023
0.1p ordinary ISIN: IM00B1S9KY98 NSI: 59,408,088
OFFEROR: Jambo SRC Limited
Offeror identified: 07:00 11-Jul-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: TMT Acquisition plc
Offer period commenced: 13:30 03-Oct-2023
4p ordinary ISIN: GB00BN7DKC44 NSI: 27,500,000
OFFEROR: Belluscura plc
Offeror identified: 13:30 03-Oct-2023
Rule 2.6 deadline: N/A
1p ordinary ISIN: GB00BD3B8Z11 NSI: 137,532,567
Convertible Loan Note 17 February 2026 50p GBP: 4,737,000
Convertible Loan Note 17 February 2026 40p GBP: 2,722,500
OFFEREE: Tribal Group plc
Offer period commenced: 18:27 05-Oct-2023
5p ordinary ISIN: GB0030181522 NSI: 212,221,746
OFFEROR: Tiger Bidco 1 Ltd (a newly formed company indirectly owned by
Ellucian Company L.P.)
Offeror identified: 18:27 05-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: UK Commercial Property REIT Limited
Offer period commenced: 07:00 08-Nov-2023
25p ordinary ISIN: GB00B19Z2J52 NSI: 1,299,412,465
OFFEROR: Picton Property Income Limited
Offeror identified: 07:00 08-Nov-2023
Rule 2.6 deadline: 17:00 06-Dec-2023
NPV ordinary ISIN: GB00B0LCW208 NSI: 547,605,596
OFFEREE: Wentworth Resources plc
Offer period commenced: 07:00 05-Dec-2022
NPV ordinary ISIN: JE00BGT34J81 NSI: 178,952,098
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
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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