REG - Takeover Panel - Disclosure Table (POTAM only)

PlaytechAnnouncement

20/05/2022 18:30

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RNS Number : 3308M  Takeover Panel  20 May 2022

 

 THE TAKEOVER PANEL - DISCLOSURE TABLE

 

 20 May 2022 - FINAL

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

 ADDITIONS

 OFFEREE: M&C Saatchi plc
 Offer period commenced: 07:00 06-Jan-2022
 1p ordinary    ISIN: GB00B01F7T14  NSI: 122,257,465
 OFFEROR: Next Fifteen Communications Group plc
 Offeror identified: 07:01 20-May-2022
 Rule 2.6 deadline: N/A
 2.5p ordinary  ISIN: GB0030026057  NSI: 97,960,557

 OFFEREE: THG plc
 Offer period commenced: 18:31 19-May-2022
 0.5p ordinary       ISIN: GB00BMTV7393  NSI: 1,221,200,967
 0.5p D1 ordinary                        NSI: 56,082,651
 100p D2 ordinary                        NSI: 17,741
 0.5p E ordinary                         NSI: 49,090,983
 0.5p F ordinary                         NSI: 27,205,432
 0.5p G ordinary                         NSI: 17,610,764
 100p special share                      NSI: 1
 0.5p deferred 1                         NSI: 313,257
 0.5p deferred 2                         NSI: 21,563,860
 OFFEROR: Candy Ventures Sarl
 Offeror identified: 18:31 19-May-2022
 Rule 2.6 deadline: 17:00 16-Jun-2022
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: A consortium comprising Belerion Capital Group Limited and King
 Street Capital Management, L.P.
 Offeror identified: 18:46 19-May-2022
 Rule 2.6 deadline: 17:00 16-Jun-2022
 Disclosure of dealings and positions in this offeror is not required

 DELETIONS

 None

 OTHER AMENDMENTS

 OFFEREE: Avast plc
 Offer period commenced: 22:23 14-Jul-2021
 10p ordinary                                           ISIN: GB00BDD85M81  NSI: 1,041,392,471
 OFFEROR: Nitro Bidco Limited (a wholly-owned subsidiary of NortonLifeLock
 Inc.)
 Offeror identified: 22:23 14-Jul-2021
 Rule 2.6 deadline: N/A
 USD 0.01 common                                        ISIN: US6687711084  NSI: 580,066,051
 2.000% Senior Unsecured Convertible Notes August 2022  ISIN: US668771AB40  USD: 524,900,000

 OFFEREE: Clipper Logistics plc
 Offer period commenced: 14:15 20-Feb-2022
 0.05p ordinary        ISIN: GB00BMMV6B79  NSI: 104,447,937
 OFFEROR: GXO Logistics, Inc
 Offeror identified: 14:15 20-Feb-2022
 Rule 2.6 deadline: N/A
 USD0.01 common stock  ISIN: US36262G1013  NSI: 114,856,317

 OFFEREE: Impellam Group plc
 Offer period commenced: 07:00 12-Apr-2022
 1p ordinary  ISIN: GB00B8HWGJ55  NSI: 45,133,069
 OFFEROR: No named offeror

 OFFEREE: John Menzies plc
 Offer period commenced: 07:00 09-Feb-2022
 25p ordinary                ISIN: GB0005790059  NSI: 91,931,453
 100p cumulative preference  ISIN: GB0005790273  NSI: 1,394,587
 OFFEROR: GIL International Holdings V Limited (a wholly-owned subsidiary of
 Agility Public Warehousing Company K.S.C.P.)
 Offeror identified: 07:00 09-Feb-2022
 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: 71,750,194
 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

 DISCLOSURE TABLE

 OFFEREE: Allied Minds plc
 Offer period commenced: 16:38 09-Mar-2022
 1p ordinary  ISIN: GB00BLRLH124  NSI: 239,650,273
 OFFEROR: No named offeror

 OFFEREE: Avast plc
 Offer period commenced: 22:23 14-Jul-2021
 10p ordinary                                           ISIN: GB00BDD85M81  NSI: 1,041,392,471
 OFFEROR: Nitro Bidco Limited (a wholly-owned subsidiary of NortonLifeLock
 Inc.)
 Offeror identified: 22:23 14-Jul-2021
 Rule 2.6 deadline: N/A
 USD 0.01 common                                        ISIN: US6687711084  NSI: 580,066,051
 2.000% Senior Unsecured Convertible Notes August 2022  ISIN: US668771AB40  USD: 524,900,000

 OFFEREE: Brewin Dolphin Holdings plc
 Offer period commenced: 07:00 31-Mar-2022
 1p ordinary  ISIN: GB0001765816  NSI: 303,728,512
 OFFEROR: RBC Wealth Management (Jersey) Holdings Limited (an indirect
 wholly-owned subsidiary of Royal Bank of Canada)
 Offeror identified: 07:00 31-Mar-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: CareTech Holdings plc
 Offer period commenced: 07:00 07-Mar-2022
 0.5p ordinary  ISIN: GB00B0KWHQ09  NSI: 113,336,434
 OFFEROR: DBAY Advisors Limited
 Offeror identified: 07:00 04-Apr-2022
 Rule 2.6 deadline: 17:00 30-May-2022
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: A consortium comprising Sheikh Holdings Group (Investments)
 Limited, Belgravia Investments Limited, Kensington Capital Limited and funds
 managed by THCS IV GP S.a.r.l and advised by THCP Advisory Limited
 Offeror identified: 07:00 07-Mar-2022
 Rule 2.6 deadline: 17:00 30-May-2022
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Clipper Logistics plc
 Offer period commenced: 14:15 20-Feb-2022
 0.05p ordinary        ISIN: GB00BMMV6B79  NSI: 104,447,937
 OFFEROR: GXO Logistics, Inc
 Offeror identified: 14:15 20-Feb-2022
 Rule 2.6 deadline: N/A
 USD0.01 common stock  ISIN: US36262G1013  NSI: 114,856,317

 OFFEREE: ContourGlobal plc
 Offer period commenced: 07:00 17-May-2022
 1p ordinary  ISIN: GB00BF448H58  NSI: 656,140,855
 OFFEROR: Cretaceous Bidco Limited (a newly formed company wholly-owned by
 funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates)
 Offeror identified: 07:00 17-May-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Forest Company Limited, The (See Note 9 below)
 Offer period commenced: 11:37 22-Nov-2021
 USD 0.10 ordinary    ISIN: GG00B4TC8Z57  NSI: 51,243,641
 USD 0.10 A ordinary
 OFFEROR: No named offeror

 OFFEREE: HomeServe plc
 Offer period commenced: 16:09 24-Mar-2022
 2 9/13p ordinary  ISIN: GB00BYYTFB60  NSI: 336,471,054
 OFFEROR: Hestia Bidco Limited (an indirect subsidiary of Brookfield
 Infrastructure funds)
 Offeror identified: 16:09 24-Mar-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Ideagen plc
 Offer period commenced: 17:26 14-Apr-2022
 1p ordinary  ISIN: GB00B0CM0C50  NSI: 293,753,784
 OFFEROR: Rainforest Bidco Limited (a company controlled by funds managed by
 Hg Pooled Management Limited)
 Offeror identified: 07:05 05-May-2022
 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: 45,133,069
 OFFEROR: No named offeror

 OFFEREE: InnovaDerma plc
 Offer period commenced: 07:01 31-Mar-2022
 EUR 0.1 ordinary  ISIN: GB00BT9PTW34  NSI: 28,057,825
 OFFEROR: Brand Architekts Group plc
 Offeror identified: 07:01 31-Mar-2022
 Rule 2.6 deadline: N/A
 5p ordinary       ISIN: GB0008667304  NSI: 17,230,702

 OFFEREE: John Menzies plc
 Offer period commenced: 07:00 09-Feb-2022
 25p ordinary                ISIN: GB0005790059  NSI: 91,931,453
 100p cumulative preference  ISIN: GB0005790273  NSI: 1,394,587
 OFFEROR: GIL International Holdings V Limited (a wholly-owned subsidiary of
 Agility Public Warehousing Company K.S.C.P.)
 Offeror identified: 07:00 09-Feb-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: M&C Saatchi plc
 Offer period commenced: 07:00 06-Jan-2022
 1p ordinary    ISIN: GB00B01F7T14  NSI: 122,257,465
 OFFEROR: AdvancedAdvT Limited (a vehicle connected with Vin Murria)
 Offeror identified: 07:00 06-Jan-2022
 Rule 2.6 deadline: N/A
 Ordinary NPV   ISIN: VGG0103J1075  NSI: 133,200,000
 OFFEROR: Next Fifteen Communications Group plc
 Offeror identified: 07:01 20-May-2022
 Rule 2.6 deadline: N/A
 2.5p ordinary  ISIN: GB0030026057  NSI: 97,960,557

 OFFEREE: Meggitt plc
 Offer period commenced: 07:00 02-Aug-2021
 5p ordinary  ISIN: GB0005758098  NSI: 782,872,695
 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: 07:00 03-Feb-2022
 Ordinary NPV  ISIN: IM00B7S9G985  NSI: 306,356,693
 OFFEROR: An investor group to be formed and advised by TTB Partners Limited
 Offeror identified: 07:00 03-Feb-2022
 Rule 2.6 deadline: 17:00 17-Jun-2022
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: River and Mercantile Group plc
 Offer period commenced: 07:00 23-Nov-2021
 0.3p ordinary  ISIN: GB00BLZH7X42  NSI: 85,779,295
 OFFEROR: AssetCo plc
 Offeror identified: 07:00 23-Nov-2021
 Rule 2.6 deadline: N/A
 10p ordinary   ISIN: GB00B42VYZ16  NSI: 8,424,847

 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: Secure Income REIT plc
 Offer period commenced: 07:05 11-May-2022
 10p ordinary  ISIN: GB00BLMQ9L68  NSI: 324,035,146
 OFFEROR: LXi REIT plc
 Offeror identified: 07:05 11-May-2022
 Rule 2.6 deadline: N/A
 1p ordinary   ISIN: GB00BYQ46T41  NSI: 911,569,741

 OFFEREE: Shaftesbury plc
 Offer period commenced: 22:35 07-May-2022
 25p ordinary  ISIN: GB0007990962  NSI: 384,214,860
 OFFEROR: Capital & Counties Properties plc
 Offeror identified: 22:35 07-May-2022
 Rule 2.6 deadline: 17:00 04-Jun-2022
 25p ordinary  ISIN: GB00B62G9D36  NSI: 851,274,235

 OFFEREE: Stagecoach Group plc
 Offer period commenced: 07:00 21-Sep-2021
 125/228p ordinary  ISIN: GB00B6YTLS95  NSI: 551,518,591
 OFFEROR: National Express Group plc
 Offeror identified: 07:00 21-Sep-2021
 Rule 2.6 deadline: N/A
 5p ordinary        ISIN: GB0006215205  NSI: 614,086,377
 OFFEROR: Inframobility UK Bidco Limited (a company owned by Pan-European
 Infrastructure III, SCSp, a fund managed and advised by DWS Infrastructure)
 Offeror identified: 07:00 09-Mar-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Ted Baker plc
 Offer period commenced: 07:00 18-Mar-2022
 5p ordinary  ISIN: GB0001048619  NSI: 184,616,158
 OFFEROR: Sycamore Partners Management L.P.
 Offeror identified: 07:00 18-Mar-2022
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: THG plc
 Offer period commenced: 18:31 19-May-2022
 0.5p ordinary       ISIN: GB00BMTV7393  NSI: 1,221,200,967
 0.5p D1 ordinary                        NSI: 56,082,651
 100p D2 ordinary                        NSI: 17,741
 0.5p E ordinary                         NSI: 49,090,983
 0.5p F ordinary                         NSI: 27,205,432
 0.5p G ordinary                         NSI: 17,610,764
 100p special share                      NSI: 1
 0.5p deferred 1                         NSI: 313,257
 0.5p deferred 2                         NSI: 21,563,860
 OFFEROR: Candy Ventures Sarl
 Offeror identified: 18:31 19-May-2022
 Rule 2.6 deadline: 17:00 16-Jun-2022
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: A consortium comprising Belerion Capital Group Limited and King
 Street Capital Management, L.P.
 Offeror identified: 18:46 19-May-2022
 Rule 2.6 deadline: 17:00 16-Jun-2022
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Tungsten Corporation plc
 Offer period commenced: 15:18 14-Dec-2021
 0.438p ordinary  ISIN: GB00B7Z0Q502  NSI: 126,537,962
 OFFEROR: Project California Bidco Limited (a newly-formed vehicle,
 indirectly wholly-owned by Kofax Parent Limited)
 Offeror identified: 15:18 14-Dec-2021
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: Pagero Group AB (publ)
 Offeror identified: 07:55 24-Mar-2022
 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: 71,750,194
 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

 OFFEREE: Vivo Energy plc
 Offer period commenced: 07:00 25-Nov-2021
 USD 0.50 ordinary  ISIN: GB00BDGT2M75  NSI: 1,266,941,899
 OFFEROR: VIP II Blue B.V. (a newly-formed company, being a wholly-owned,
 indirect subsidiary of Vitol Investment Partnership II Limited, itself being
 an investment vehicle advised by employees of the Vitol Group)
 Offeror identified: 07:00 25-Nov-2021
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 OFFEREE: Vp plc
 Offer period commenced: 07:00 28-Apr-2022
 5p ordinary  ISIN: GB0009286963  NSI: 40,154,253
 OFFEROR: No named offeror

 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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