REG - Takeover Panel - Disclosure Table (POTAM only)
THE TAKEOVER PANEL - DISCLOSURE TABLE
24 November 2020 - FINAL
The following are today's changes to the Disclosure Table:
ADDITIONS
None
DELETIONS
None
OTHER AMENDMENTS
OFFEREE: Horizon Discovery Group plc
Offer period commenced: 07:00 02-Nov-2020
1p ordinary
ISIN: GB00BK8FL363
NSI: 158,254,322
OFFEROR: PerkinElmer (UK) Holdings Limited (a wholly-owned subsidiary of
PerkinElmer, Inc.)
Offeror identified: 07:00 02-Nov-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: RSA Insurance Group plc
Offer period commenced: 16:42 05-Nov-2020
100p ordinary
ISIN: GB00BKKMKR23
NSI: 1,034,658,781
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
DISCLOSURE TABLE
OFFEREE: AA plc
Offer period commenced: 07:00 04-Aug-2020
0.1p ordinary
ISIN: GB00BMSKPJ95
NSI: 623,347,269
OFFEROR: A consortium comprising TowerBrook Capital Partners (U.K.) LLP and
Warburg Pincus International LLC
Offeror identified: 07:45 24-Sep-2020
Rule 2.6 deadline: 17:00 25-Nov-2020
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: No named offeror
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: Best of the Best plc
Offer period commenced: 07:00 17-Jun-2020
5p ordinary
ISIN: GB00B16S3505
NSI: 9,377,253
OFFEROR: No named offeror
OFFEREE: Codemasters Group Holdings plc
Offer period commenced: 16:17 06-Nov-2020
1p ordinary
ISIN: GB00BFWZ2G72
NSI: 152,411,266
OFFEROR: Take-Two Interactive Software, Inc
Offeror identified: 16:17 06-Nov-2020
Rule 2.6 deadline: N/A
Common stock
ISIN: US8740541094
NSI: 115,021,547
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: 17:00 07-Dec-2020
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Elementis plc
Offer period commenced: 07:51 12-Nov-2020
5p ordinary
ISIN: GB0002418548
NSI: 580,801,241
OFFEROR: Minerals Technologies Inc.
Offeror identified: 07:51 12-Nov-2020
Rule 2.6 deadline: 17:00 10-Dec-2020
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: 2,724,774,624
OFFEROR: No named offeror
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: Allied Universal Security Services LLC
Offeror identified: 13:08 09-Oct-2020
Rule 2.6 deadline: 17:00 09-Dec-2020
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: 785,513,252
OFFEROR: No named offeror
OFFEREE: Horizon Discovery Group plc
Offer period commenced: 07:00 02-Nov-2020
1p ordinary
ISIN: GB00BK8FL363
NSI: 158,254,322
OFFEROR: PerkinElmer (UK) Holdings Limited (a wholly-owned subsidiary of
PerkinElmer, Inc.)
Offeror identified: 07:00 02-Nov-2020
Rule 2.6 deadline: N/A
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: 472,462,495
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: LiDCO Group plc
Offer period commenced: 07:00 02-Nov-2020
0.5p ordinary
ISIN: GB0030546849
NSI: 244,174,908
OFFEROR: Masimo LHC Limited (a newly incorporated company indirectly and
wholly owned by Masimo Corporation)
Offeror identified: 07:00 02-Nov-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: McCarthy & Stone plc
Offer period commenced: 07:00 23-Oct-2020
8p ordinary
ISIN: GB00BYNVD082
NSI: 537,766,920
OFFEROR: Mastiff Bidco Limited (a company indirectly wholly-owned by Lone
Star Real Estate Fund VI)
Offeror identified: 07:00 23-Oct-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Microsaic Systems plc
Offer period commenced: 07:00 29-Jul-2020
0.25p ordinary
ISIN: GB00B547ZY09
NSI: 456,365,146
OFFEROR: No named offeror
OFFEREE: Mulberry Group plc
Offer period commenced: 09:18 19-Nov-2020
5p ordinary
ISIN: GB0006094303
NSI: 60,077,458
OFFEROR: Frasers Group plc
Offeror identified: 09:18 19-Nov-2020
Rule 2.6 deadline: 17:00 17-Dec-2020
Disclosure of dealings and positions in this offeror is not required
OFFEREE: NAHL Group plc
Offer period commenced: 07:00 23-Sep-2020
0.25p ordinary
ISIN: GB00BM7S2W63
NSI: 46,240,222
OFFEROR: Frenkel Topping Group plc
Offeror identified: 07:00 23-Sep-2020
Rule 2.6 deadline: 17:00 16-Dec-2020
0.5p ordinary
ISIN: GB00B01YXQ71
NSI: 108,051,641
OFFEREE: RSA Insurance Group plc
Offer period commenced: 16:42 05-Nov-2020
100p ordinary
ISIN: GB00BKKMKR23
NSI: 1,034,658,781
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: Sportech plc
Offer period commenced: 19:27 05-Nov-2020
20p ordinary
ISIN: GB00B28ZPV64
NSI: 188,751,257
OFFEROR: Standard General L.P.
Offeror identified: 19:27 05-Nov-2020
Rule 2.6 deadline: 17:00 03-Dec-2020
Disclosure of dealings and positions in this offeror is not required
OFFEREE: TalkTalk Telecom Group plc
Offer period commenced: 07:55 08-Oct-2020
0.1p ordinary
ISIN: GB00B4YCDF59
NSI: 1,146,269,670
OFFEROR: Toscafund Asset Management LLP
Offeror identified: 07:55 08-Oct-2020
Rule 2.6 deadline: 17:00 03-Dec-2020
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Telit Communications plc
Offer period commenced: 07:00 03-Nov-2020
1p ordinary
ISIN: GB00B06GM726
NSI: 133,032,294
OFFEROR: DBAY Advisors Limited
Offeror identified: 07:00 03-Nov-2020
Rule 2.6 deadline: 17:00 01-Dec-2020
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Lantronix Inc.
Offeror identified: 07:00 03-Nov-2020
Rule 2.6 deadline: 17:00 01-Dec-2020
USD 0.001 common stock
ISIN: US5165482036
NSI: 27,958,802
OFFEROR: u-blox Holding AG
Offeror identified: 07:00 20-Nov-2020
Rule 2.6 deadline: 17:00 18-Dec-2020
Ordinary
ISIN: CH0033361673
NSI: 7,114,839
OFFEREE: Urban&Civic plc
Offer period commenced: 07:09 06-Nov-2020
20p ordinary
ISIN: GB00BKT04W07
NSI: 145,179,582
OFFEROR: The Wellcome Trust Limited (as trustee of the Wellcome Trust)
Offeror identified: 07:09 06-Nov-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Volga Gas plc
Offer period commenced: 07:00 07-Apr-2020
1p ordinary
ISIN: GB00B1VN4809
NSI: 80,818,452
OFFEROR: GEM Capital Holdings (CY) Ltd
Offeror identified: 07:00 16-Nov-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: 1,049,739,336
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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