REG - Takeover Panel - Disclosure Table

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02/12/2024 09:00

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RNS Number : 3746O  Takeover Panel  02 December 2024

 THE TAKEOVER PANEL - DISCLOSURE TABLE

 

 02 December 2024

 

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

 

 ADDITIONS

 

 OFFEREE: Condor Gold plc
 Offer period commenced: 18:21 01-Dec-2024
 ordinary        ISIN: GB00B8225591  NSI: 204,442,778
 OFFEROR: Metals Exploration plc
 Offeror identified: 18:21 01-Dec-2024
 Rule 2.6 deadline: 17:00 29-Dec-2024
 0.01p ordinary  ISIN: GB00B0394F60  NSI: 1,728,216,415

 

 DELETIONS

 

 None

 

 OTHER AMENDMENTS

 

 None

 

 DISCLOSURE TABLE

 

 OFFEREE: Aquis Exchange plc
 Offer period commenced: 07:00 11-Nov-2024
 10p ordinary  ISIN: GB00BD5JNK30  NSI: 27,563,781
 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: Britvic plc
 Offer period commenced: 07:49 21-Jun-2024
 20p ordinary  ISIN: GB00B0N8QD54  NSI: 248,906,262
 ADR           ISIN: US1111901047
 OFFEROR: Carlsberg UK Holdings Limited (a wholly owned subsidiary of Carlsberg
 A/S)
 Offeror identified: 07:49 21-Jun-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Brown (N.) Group plc
 Offer period commenced: 07:00 17-Oct-2024
 11 1/19p ordinary  ISIN: GB00B1P6ZR11  NSI: 467,631,411
 OFFEROR: Falcon 24 Topco Limited (a company owned and controlled by Joshua
 Alliance)
 Offeror identified: 07:00 17-Oct-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Capital & Regional plc
 Offer period commenced: 08:46 23-May-2024
 10p ordinary  ISIN: GB00BL6XZ716  NSI: 232,996,247
 OFFEROR: NewRiver REIT plc
 Offeror identified: 08:46 23-May-2024
 Rule 2.6 deadline: N/A
 1p ordinary   ISIN: GB00BD7XPJ64  NSI: 378,176,668

 

 OFFEREE: Condor Gold plc
 Offer period commenced: 18:21 01-Dec-2024
 ordinary        ISIN: GB00B8225591  NSI: 204,442,778
 OFFEROR: Metals Exploration plc
 Offeror identified: 18:21 01-Dec-2024
 Rule 2.6 deadline: 17:00 29-Dec-2024
 0.01p ordinary  ISIN: GB00B0394F60  NSI: 1,728,216,415

 

 OFFEREE: Digitalbox plc
 Offer period commenced: 15:54 04-Oct-2024
 1p ordinary  ISIN: GB00BJK9H642  NSI: 117,923,393
 OFFEROR: No named offeror

 

 OFFEREE: Direct Line Insurance Group plc
 Offer period commenced: 17:53 27-Nov-2024
 10 10/11p ordinary      ISIN: GB00BY9D0Y18  NSI: 1,311,388,157
 Restricted Tier 1 Note  ISIN: XS1728036366  GBP: 350,000,000
 OFFEROR: Aviva plc
 Offeror identified: 17:53 27-Nov-2024
 Rule 2.6 deadline: 17:00 25-Dec-2024
 32 17/19p ordinary      ISIN: GB00BPQY8M80  NSI: 2,677,100,912
 ADR                     ISIN: US05382A3023

 

 OFFEREE: easyHotel Limited (See Note 9 below)
 Offer period commenced: 18:19 15-Aug-2024
 1p ordinary      NSI: 233,982,617
 OFFEROR: No named offeror

 

 OFFEREE: Eckoh plc
 Offer period commenced: 07:00 22-Aug-2024
 0.25p ordinary  ISIN: GB0033359141  NSI: 292,387,239
 OFFEROR: Eagle UK Bidco Limited (an indirect, wholly-owned subsidiary of
 certain funds managed by Bridgepoint Advisers II Limited)
 Offeror identified: 07:00 30-Oct-2024
 Rule 2.6 deadline: N/A
 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: 190,371,498
 OFFEROR: A consortium comprising Embedded Finance Limited, TowerBrook Capital
 Partners (U.K.) LLP and J.C. Flowers & Co. LLC
 Offeror identified: 09:57 20-Mar-2024
 Rule 2.6 deadline: 17:00 11-Dec-2024
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Good Energy Group plc
 Offer period commenced: 07:00 28-Oct-2024
 5p ordinary  ISIN: GB0033600353  NSI: 18,506,399
 OFFEROR: Esyasoft Holding Limited
 Offeror identified: 07:00 28-Oct-2024
 Rule 2.6 deadline: 17:00 23-Dec-2024
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Gusbourne plc
 Offer period commenced: 07:00 22-Jul-2024
 1p ordinary               ISIN: GB00B8TS4M09  NSI: 60,859,341
 Warrant 16 December 2024                      NSI: 3,874,623
 OFFEROR: No named offeror

 

 OFFEREE: Hargreaves Lansdown plc
 Offer period commenced: 18:06 22-May-2024
 0.4p ordinary  ISIN: GB00B1VZ0M25  NSI: 474,318,625
 OFFEROR: Harp Bidco Limited (a newly formed company to be indirectly owned by
 CVC Private Equity Funds, Nordic Capital XI Delta, SCSp (acting through its
 general partner, Nordic Capital XI Delta GP SARL) and Platinum Ivy B 2018 RSC
 Limited)
 Offeror identified: 18:06 22-May-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Hummingbird Resources plc
 Offer period commenced: 17:33 06-Nov-2024
 1p ordinary  ISIN: GB00B60BWY28  NSI: 811,308,990
 OFFEROR: Nioko Resources Corporation (a wholly-owned subsidiary of CIG SA)
 Offeror identified: 17:33 06-Nov-2024
 Rule 2.6 deadline: 17:00 04-Dec-2024
 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 ordinary  ISIN: GB00BDVZYZ77  NSI: 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: Learning Technologies Group plc
 Offer period commenced: 16:01 27-Sep-2024
 0.375p ordinary  ISIN: GB00B4T7HX10  NSI: 792,167,233
 OFFEROR: GASC APF, L.P. and certain of its managed or advised funds (including
 Atlantic Park), accounts and/or affiliates (collectively, General Atlantic)
 Offeror identified: 16:01 27-Sep-2024
 Rule 2.6 deadline: 17:00 06-Dec-2024
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Loungers plc
 Offer period commenced: 07:01 28-Nov-2024
 1p ordinary  ISIN: GB00BH4JR002  NSI: 103,954,562
 OFFEROR: CF Exedra Bidco Limited (a newly formed company indirectly owned by
 funds and accounts managed or advised by affiliates of Fortress Investment
 Group, LLC)
 Offeror identified: 07:01 28-Nov-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: musicMagpie plc
 Offer period commenced: 07:00 20-Nov-2023
 1p ordinary  ISIN: GB00BKY4XG48  NSI: 107,808,287
 OFFEROR: AO Ltd (a wholly-owned subsidiary of AO World plc)
 Offeror identified: 07:00 02-Oct-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: National World plc
 Offer period commenced: 07:00 22-Nov-2024
 0.1p ordinary  ISIN: GB00BJN5J635  NSI: 267,663,987
 OFFEROR: Media Concierge (Holdings) Limited
 Offeror identified: 07:00 22-Nov-2024
 Rule 2.6 deadline: 17:00 20-Dec-2024
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Ora Technology plc
 Offer period commenced: 09:30 23-Aug-2024
 0.1p ordinary  ISIN: GB00BP4YBY34  NSI: 206,677,575
 OFFEROR: Kondor AI plc
 Offeror identified: 09:30 23-Aug-2024
 Rule 2.6 deadline: 17:00 13-Dec-2024
 0.1p ordinary  ISIN: GB00BRXKJ754  NSI: 180,050,000

 

 OFFEREE: PRS REIT plc, The
 Offer period commenced: 13:30 23-Oct-2024
 1p ordinary  ISIN: GB00BF01NH51  NSI: 549,251,458
 OFFEROR: No named offeror

 

 OFFEREE: Renewi plc
 Offer period commenced: 10:11 28-Nov-2024
 100p ordinary  ISIN: GB00BNR4T868  NSI: 80,559,470
 OFFEROR: Macquarie Asset Management (on behalf of one or more funds or
 entities managed by Macquarie Infrastructure and Real Assets (Europe) Limited
 and its affiliates and any relevant subsidiaries of such funds or entities)
 Offeror identified: 10:11 28-Nov-2024
 Rule 2.6 deadline: 17:00 26-Dec-2024
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Smith (DS) plc
 Offer period commenced: 10:16 08-Feb-2024
 10p ordinary  ISIN: GB0008220112  NSI: 1,380,501,852
 OFFEROR: International Paper Company
 Offeror identified: 17:30 26-Mar-2024
 Rule 2.6 deadline: N/A
 common stock  ISIN: US4601461035  NSI: 347,323,080

 

 OFFEREE: Spirent Communications plc
 Offer period commenced: 07:00 05-Mar-2024
 3 1/3p ordinary  ISIN: GB0004726096  NSI: 578,646,363
 ADR              ISIN: 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: TI Fluid Systems plc
 Offer period commenced: 16:10 14-Sep-2024
 1p ordinary  ISIN: GB00BYQB9V88  NSI: 496,214,659
 OFFEROR: ABC Technologies Acquisitions Limited (a newly-formed company
 wholly-owned by ABC Technologies)
 Offeror identified: 16:10 14-Sep-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Tissue Regenix Group plc
 Offer period commenced: 16:36 04-Nov-2024
 0.1p ordinary  ISIN: GB00BNTXR104  NSI: 71,395,635
 OFFEROR: No named offeror

 

 OFFEREE: Touchstar plc
 Offer period commenced: 00:07 26-Sep-2024
 5p ordinary  ISIN: GB00BD9YDB55  NSI: 8,200,077
 OFFEROR: No named offeror

 

 OFFEREE: Tritax EuroBox plc
 Offer period commenced: 16:26 03-Jun-2024
 1p ordinary  ISIN: GB00BG382L74  NSI: 806,803,984
 OFFEROR: Titanium Ruth Bidco Limited (a newly formed company indirectly owned
 by one of Brookfield's real estate private funds)
 Offeror identified: 16:26 03-Jun-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: TT Electronics plc
 Offer period commenced: 07:01 15-Nov-2024
 25p ordinary  ISIN: GB0008711763  NSI: 177,800,094
 OFFEROR: Volex plc
 Offeror identified: 07:01 15-Nov-2024
 Rule 2.6 deadline: 17:00 13-Dec-2024
 25p ordinary  ISIN: GB0009390070  NSI: 181,651,108

 

 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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