REG - Takeover Panel - Disclosure Table
03/12/2024 18:30
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RNS Number : 6695O Takeover Panel 03 December 2024
THE TAKEOVER PANEL - DISCLOSURE TABLE
03 December 2024 - FINAL
The following are today's changes to the Disclosure Table:
ADDITIONS
None
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: 234,400,789
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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