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Takeover Panel - Disclosure Table

RNS Number : 7155F

Takeover Panel

22 April 2025

 

THE TAKEOVER PANEL - DISCLOSURE TABLE
 
22 April 2025
 
The following are today's changes to the Disclosure Table:
 
ADDITIONS
 
OFFEREE: Inspired plc
Offer period commenced: 13:32 22-Apr-2025
Rule 2.9 information to follow
OFFEROR: Regent Acquisitions 2025 Limited
Offeror identified: 13:32 22-Apr-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
DELETIONS
 
None
 
OTHER AMENDMENTS
 
OFFEREE: Alphawave IP Group plc
Offer period commenced: 13:56 01-Apr-2025
1p ordinaryISIN: GB00BNDRMJ14NSI: 760,146,272
WarrantNSI: 20,571,995
Senior unsecured convertible bondISIN: XS2962835257USD: 150,000,000
OFFEROR: Qualcomm Incorporated
Offeror identified: 13:56 01-Apr-2025
Rule 2.6 deadline: 17:00 29-Apr-2025
USD 0.0001 commonISIN: US7475251036NSI: 1,098,418,327
 
DISCLOSURE TABLE
 
OFFEREE: Advanced Medical Solutions Group plc
Offer period commenced: 11:17 27-Mar-2025
5p ordinaryISIN: GB0004536594NSI: 218,079,861
OFFEROR: Montagu Private Equity LLP
Offeror identified: 11:17 27-Mar-2025
Rule 2.6 deadline: 17:00 24-Apr-2025
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Alliance Pharma plc
Offer period commenced: 07:00 10-Jan-2025
1p ordinaryISIN: GB0031030819NSI: 540,565,539
OFFEROR: Aegros Bidco Limited (a newly incorporated company indirectly owned by DBAY Affiliates and the ERES IV Fund)
Offeror identified: 07:00 10-Jan-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Alphawave IP Group plc
Offer period commenced: 13:56 01-Apr-2025
1p ordinaryISIN: GB00BNDRMJ14NSI: 760,146,272
WarrantNSI: 20,571,995
Senior unsecured convertible bondISIN: XS2962835257USD: 150,000,000
OFFEROR: Qualcomm Incorporated
Offeror identified: 13:56 01-Apr-2025
Rule 2.6 deadline: 17:00 29-Apr-2025
USD 0.0001 commonISIN: US7475251036NSI: 1,098,418,327
 
OFFEREE: Aquis Exchange plc
Offer period commenced: 07:00 11-Nov-2024
10p ordinaryISIN: GB00BD5JNK30NSI: 27,602,531
OFFEROR: SIX Exchange Group AG
Offeror identified: 07:00 11-Nov-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Assura plc
Offer period commenced: 17:10 14-Feb-2025
10p ordinaryISIN: GB00BVGBWW93NSI: 3,250,608,887
OFFEROR: Sana Bidco Limited (a newly formed company indirectly wholly owned by (i) funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates and (ii) funds advised by Stonepeak Partners LP and its affiliates)
Offeror identified: 17:10 14-Feb-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Primary Health Properties plc
Offeror identified: 07:03 10-Mar-2025
Rule 2.6 deadline: to be determined
12.5p ordinaryISIN: GB00BYRJ5J14NSI: 1,336,493,786
Guaranteed Convertible Bond 2025ISIN: XS2016141637GBP: 150,000,000
 
OFFEREE: Bakkavor Group plc
Offer period commenced: 13:58 14-Mar-2025
2p ordinaryISIN: GB00BF8J3Z99NSI: 579,425,585
OFFEROR: Greencore Group plc
Offeror identified: 13:58 14-Mar-2025
Rule 2.6 deadline: 17:00 09-May-2025
1p ordinaryISIN: IE0003864109NSI: 441,621,143
ADRISIN: US3941811016
 
OFFEREE: Care REIT plc
Offer period commenced: 07:00 11-Mar-2025
1p ordinaryISIN: GB00BYXVMJ03NSI: 414,368,169
OFFEROR: CR United Bidco Ltd (a wholly-owned subsidiary of Care Trust REIT, Inc.)
Offeror identified: 07:00 11-Mar-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: De La Rue plc
Offer period commenced: 15:36 12-Dec-2024
44 152/175p ordinaryISIN: GB00B3DGH821NSI: 196,391,787
OFFEROR: Disruptive Capital GP Limited and Pension SuperFund Capital entities
Offeror identified: 15:36 12-Dec-2024
Rule 2.6 deadline: to be determined
Disclosure of dealings and positions in this offeror is not required
OFFEROR: ACR Bidco Limited (a company indirectly wholly-owned by funds managed and advised by Atlas FRM LLC (d/b/a Atlas Holdings LLC))
Offeror identified: 07:00 15-Apr-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Direct Line Insurance Group plc
Offer period commenced: 17:53 27-Nov-2024
10 10/11p ordinaryISIN: GB00BY9D0Y18NSI: 1,311,388,157
OFFEROR: Aviva plc
Offeror identified: 17:53 27-Nov-2024
Rule 2.6 deadline: N/A
32 17/19p ordinaryISIN: GB00BPQY8M80NSI: 2,677,962,740
ADRISIN: US05382A3023
 
OFFEREE: Dowlais Group plc
Offer period commenced: 07:00 29-Jan-2025
1p ordinaryISIN: GB00BMWRZ071NSI: 1,344,524,115
OFFEROR: American Axle & Manufacturing Holdings, Inc.
Offeror identified: 07:00 29-Jan-2025
Rule 2.6 deadline: N/A
USD 0.01 commonISIN: US0240611030NSI: 117,581,028
 
OFFEREE: easyHotel Limited (See Note 9 below)
Offer period commenced: 18:19 15-Aug-2024
1p ordinaryNSI: 233,982,617
OFFEROR: No named offeror
 
OFFEREE: Enteq Technologies plc
Offer period commenced: 07:00 20-Jan-2025
1p ordinaryISIN: GB00B41Q8Q68NSI: 104,345,129
OFFEROR: No named offeror
 
OFFEREE: Harmony Energy Income Trust plc
Offer period commenced: 07:00 17-Mar-2025
1p ordinaryISIN: GB00BLNNFY18NSI: 227,128,295
OFFEROR: PP Bidco Limited (a newly formed company indirectly and wholly controlled by two funds within the portfolio of funds managed by Foresight Group LLP)
Offeror identified: 07:00 17-Mar-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Drax BESS Holdco Limited
Offeror identified: 07:04 25-Mar-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Highcroft Investments plc
Offer period commenced: 07:03 27-Mar-2025
25p ordinaryISIN: GB0004254875NSI: 5,206,659
OFFEROR: LondonMetric Property plc
Offeror identified: 07:03 27-Mar-2025
Rule 2.6 deadline: N/A
10p ordinaryISIN: GB00B4WFW713NSI: 2,055,249,995
 
OFFEREE: Induction Healthcare Group plc
Offer period commenced: 12:45 10-Apr-2025
0.5p ordinaryISIN: GB00BJ0M3545NSI: 94,051,754
OFFEROR: VitalHub UK Limited (a direct subsidiary of VitalHub Corp.)
Offeror identified: 12:45 10-Apr-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Inspired plc
Offer period commenced: 13:32 22-Apr-2025
Rule 2.9 information to follow
OFFEROR: Regent Acquisitions 2025 Limited
Offeror identified: 13:32 22-Apr-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: International Distribution Services plc
Offer period commenced: 11:33 17-Apr-2024
1p ordinaryISIN: GB00BDVZYZ77NSI: 958,293,475
OFFEROR: EP UK Bidco Limited (a newly formed company owned indirectly by EP Corporate Group, a.s. and J&T Capital Partners, a.s.)
Offeror identified: 11:33 17-Apr-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: International Stock Exchange Group Limited, The
Offer period commenced: 09:00 19-Mar-2025
100p ordinaryISIN: GG00BYYLRY96NSI: 2,841,000
OFFEROR: MIH East Holdings, Limited (a wholly-owned subsidiary of Miami International Holdings, Inc.)
Offeror identified: 09:00 19-Mar-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Life Science REIT plc
Offer period commenced: 07:00 14-Mar-2025
1p ordinaryISIN: GB00BP5X4Q29NSI: 350,000,000
OFFEROR: No named offeror
 
OFFEREE: National World plc
Offer period commenced: 07:00 22-Nov-2024
0.1p ordinaryISIN: GB00BJN5J635NSI: 267,663,987
OFFEROR: Neo Media Publishing Limited (a newly-incorporated company wholly-owned by Media Concierge (Holdings) Limited)
Offeror identified: 07:00 22-Nov-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Eldridge Media Holdings LLC
Offeror identified: 09:53 28-Mar-2025
Rule 2.6 deadline: to be determined
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: PRS REIT plc, The
Offer period commenced: 13:30 23-Oct-2024
1p ordinaryISIN: GB00BF01NH51NSI: 549,251,458
OFFEROR: No named offeror
 
OFFEREE: Renewi plc
Offer period commenced: 10:11 28-Nov-2024
100p ordinaryISIN: GB00BNR4T868NSI: 80,559,470
OFFEROR: Earth Bidco B.V. (a newly formed company indirectly controlled by a consortium comprising Macquarie European Infrastructure Fund 7 SCSp and BCI UK IRR Limited)
Offeror identified: 10:11 28-Nov-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Science in Sport plc
Offer period commenced: 13:49 16-Apr-2025
10p ordinaryISIN: GB00BBPV5329NSI: 232,272,606
OFFEROR: Einstein Bidco Limited (a newly formed company indirectly wholly-owned by funds advised by bd-capital Partners Limited)
Offeror identified: 13:49 16-Apr-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Serica Energy plc
Offer period commenced: 08:58 07-Mar-2025
USD 0.10 ordinaryISIN: GB00B0CY5V57NSI: 393,568,408
OFFEROR: EnQuest plc
Offeror identified: 08:58 07-Mar-2025
Rule 2.6 deadline: 17:00 02-May-2025
5p ordinaryISIN: GB00B635TG28NSI: 1,860,029,503
 
OFFEREE: Serinus Energy plc
Offer period commenced: 12:16 24-Mar-2025
NPV ordinaryISIN: JE00BNNMKT29NSI: 151,099,460
OFFEROR: Xtellus Capital Partners, Inc.
Offeror identified: 12:16 24-Mar-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Spirent Communications plc
Offer period commenced: 07:00 05-Mar-2024
3 1/3p ordinaryISIN: GB0004726096NSI: 581,149,370
ADRISIN: US84856M2098
OFFEROR: Keysight Technologies Inc.
Offeror identified: 07:00 28-Mar-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Thruvision Group plc
Offer period commenced: 07:00 14-Jan-2025
1p ordinaryISIN: GB00B627R876NSI: 173,559,010
OFFEROR: No named offeror
 
OFFEREE: Urban Logistics REIT plc
Offer period commenced: 12:04 11-Apr-2025
1p ordinaryISIN: GB00BYV8MN78NSI: 465,088,000
OFFEROR: LondonMetric Property plc
Offeror identified: 12:04 11-Apr-2025
Rule 2.6 deadline: 17:00 09-May-2025
10p ordinaryISIN: GB00B4WFW713NSI: 2,055,249,995
 
OFFEREE: Warehouse REIT plc
Offer period commenced: 17:30 03-Mar-2025
1p ordinaryISIN: GB00BD2NCM38NSI: 424,861,650
OFFEROR: Blackstone Europe LLP
Offeror identified: 17:30 03-Mar-2025
Rule 2.6 deadline: 17:00 28-Apr-2025
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Wood Group (John) plc
Offer period commenced: 14:31 24-Feb-2025
4 2/7 p ordinaryISIN: GB00B5N0P849NSI: 691,839,369
OFFEROR: Dar Al-Handasah Consultants Shair and Partners Holdings Ltd ("Sidara")
Offeror identified: 14:31 24-Feb-2025
Rule 2.6 deadline: 17:00 15-May-2025
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 the Rule 2.6 deadline of a potential offeror 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
.EQS IR COCKPIT provided by EquityStory AG+49 89 21 02 98-50
.GlobeNewswire provided by West Digital Media Solutions+44 (0)20 3753 2071
.MFN provided by Modular Finance+44 (0)20 3026 4414
.PR Newswire Disclose provided by PR Newswire+44 (0)20 7454 5210
.RNS provided by the London Stock Exchange+44 (0)20 7797 4400
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