REG - Takeover Panel - Disclosure Table

NumisAnnouncement

13/10/2023 18:30

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RNS Number : 1331Q  Takeover Panel  13 October 2023

 THE TAKEOVER PANEL - DISCLOSURE TABLE

 

 13 October 2023 - FINAL

 

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

 

 ADDITIONS

 

 None

 

 DELETIONS

 

 OFFEREE: Numis Corporation plc
 Offer period commenced: 07:00 28-Apr-2023
 5p ordinary  ISIN: GB00B05M6465  NSI: 117,116,468
 OFFEROR: Deutsche Bank AG
 Offeror identified: 07:00 28-Apr-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OTHER AMENDMENTS

 

 OFFEREE: Impellam Group plc
 Offer period commenced: 07:00 12-Apr-2022
 1p ordinary  ISIN: GB00B8HWGJ55  NSI: 44,821,974
 OFFEROR: HeadFirst Global
 Offeror identified: 18:03 04-Jul-2023
 Rule 2.6 deadline: 17:00 25-Oct-2023
 Disclosure of dealings and positions in this offeror is not required

 

 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: 679,104,621
 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: Blancco Technology Group plc
 Offer period commenced: 07:00 02-Aug-2023
 2p ordinary  ISIN: GB00B06GNN57  NSI: 75,709,857
 OFFEROR: White Bidco Limited (an entity indirectly owned by the Francisco
 Partners Funds)
 Offeror identified: 07:00 02-Aug-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: 113,888,298
 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 06-Nov-2023
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: EMIS Group plc
 Offer period commenced: 15:50 17-Jun-2022
 1p ordinary  ISIN: GB00B61D1Y04  NSI: 63,311,396
 OFFEROR: Bordeaux UK Holdings II Limited (an affiliate of Optum Health
 Solutions (UK) Limited and a wholly owned subsidiary of UnitedHealth Group
 Incorporated)
 Offeror identified: 15:50 17-Jun-2022
 Rule 2.6 deadline: N/A
 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: 51,033,105
 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: No named offeror

 

 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: 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

 

 OFFEREE: Impellam Group plc
 Offer period commenced: 07:00 12-Apr-2022
 1p ordinary  ISIN: GB00B8HWGJ55  NSI: 44,821,974
 OFFEROR: HeadFirst Global
 Offeror identified: 18:03 04-Jul-2023
 Rule 2.6 deadline: 17:00 25-Oct-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: 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: Osirium Technologies plc
 Offer period commenced: 12:00 30-Aug-2023
 1p ordinary  ISIN: GB00BZ58DH10  NSI: 122,548,681
 OFFEROR: SailPoint Technologies UK Ltd (a company indirectly wholly-owned by
 SailPoint Parent, L.P.)
 Offeror identified: 12:00 30-Aug-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Pendragon plc
 Offer period commenced: 15:06 20-Sep-2023
 5p ordinary  ISIN: GB00B1JQBT10  NSI: 1,396,944,405
 OFFEROR: AutoNation, Inc.
 Offeror identified: 18:00 26-Sep-2023
 Rule 2.6 deadline: 17:00 24-Oct-2023
 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: Renewi plc
 Offer period commenced: 11:16 28-Sep-2023
 GBP1 ordinary  ISIN: GB00BNR4T868  NSI: 80,255,720
 OFFEROR: Macquarie Asset Management
 Offeror identified: 11:16 28-Sep-2023
 Rule 2.6 deadline: 17:00 26-Oct-2023
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Restaurant Group plc, The
 Offer period commenced: 07:00 12-Oct-2023
 28.125p ordinary  ISIN: GB00B0YG1K06  NSI: 765,062,398
 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 17-Oct-2023
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Round Hill Music Royalty Fund Limited
 Offer period commenced: 07:08 08-Sep-2023
 NPV ordinary  ISIN: GG00BMXNVC81  NSI: 407,621,300
 OFFEROR: Concord Cadence Limited (a wholly-owned subsidiary of Concord, which
 is an Alchemy Copyrights, LLC trading vehicle)
 Offeror identified: 07:08 08-Sep-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: 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: Tintra plc
 Offer period commenced: 13:30 07-Sep-2023
 1p ordinary  ISIN: GB00BHXM9D70  NSI: 17,727,953
 OFFEROR: LRB 35 Limited (an unquoted special purpose vehicle currently
 controlled by its directors, Tariq Al Abdulla and Andrew Bascombe)
 Offeror identified: 13:30 07-Sep-2023
 Rule 2.6 deadline: 17:00 05-Nov-2023
 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: 17:00 31-Oct-2023
 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: 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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