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Takeover Panel - Disclosure Table

RNS Number : 0481O

Takeover Panel

23 June 2025

 

THE TAKEOVER PANEL - DISCLOSURE TABLE
 
23 June 2025 - FINAL
 
The following are today's changes to the Disclosure Table:
 
ADDITIONS
 
None
 
DELETIONS
 
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: N/A
10p ordinaryISIN: GB00B4WFW713NSI: 2,079,460,959
 
OTHER AMENDMENTS
 
None
 
DISCLOSURE TABLE
 
OFFEREE: Adriatic Metals plc
Offer period commenced: 15:24 20-May-2025
1p ordinaryISIN: GB00BL0L5G04NSI: 345,295,293
CHESS Depositary InterestsISIN: AU0000004772
OFFEROR: Dundee Precious Metals Inc.
Offeror identified: 15:24 20-May-2025
Rule 2.6 deadline: N/A
CommonISIN: CA2652692096NSI: 166,917,473
 
OFFEREE: Alpha Group International plc
Offer period commenced: 16:53 02-May-2025
0.2p ordinaryISIN: GB00BF1TM596NSI: 42,304,607
OFFEROR: Corpay, Inc.
Offeror identified: 16:53 02-May-2025
Rule 2.6 deadline: 17:00 07-Jul-2025
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: 772,631,208
WarrantNSI: 20,571,995
Senior unsecured convertible bondISIN: XS2962835257USD: 150,000,000
OFFEROR: Aqua Acquisition Sub LLC (an indirect wholly-owned subsidiary of Qualcomm Incorporated)
Offeror identified: 13:56 01-Apr-2025
Rule 2.6 deadline: N/A
USD 0.0001 commonISIN: US7475251036NSI: 1,086,020,146
 
OFFEREE: Anexo Group plc
Offer period commenced: 16:24 22-Apr-2025
0.05p ordinaryISIN: GB00BF2G3L29NSI: 117,990,294
OFFEROR: DBAY Advisors Limited, Alan Sellers and Samantha Moss
Offeror identified: 16:24 22-Apr-2025
Rule 2.6 deadline: 17:00 01-Jul-2025
Disclosure of dealings and positions in this offeror is not required
 
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: Argentex Group plc
Offer period commenced: 07:00 23-Apr-2025
0.01p ordinaryISIN: GB00BJLPH056NSI: 120,429,055
OFFEROR: IFX (UK) Ltd (trading as IFX Payments)
Offeror identified: 07:00 23-Apr-2025
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: N/A
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: N/A
1p ordinaryISIN: IE0003864109NSI: 441,621,777
ADRISIN: US3941811016
 
OFFEREE: Benchmark Holdings plc
Offer period commenced: 07:12 23-May-2025
0.1p ordinaryISIN: GB00BGHPT808NSI: 742,423,113
OFFEROR: Kverva AS, FERD AS and JNE Master Fund LP and JNE Illiquid Opportunities Fund LP, both of which are manged by JNE Partners LLP as Investment manager
Offeror identified: 07:12 23-May-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: 196,432,022
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: Deliveroo plc
Offer period commenced: 18:10 25-Apr-2025
0.5p ordinaryISIN: GB00BNC5T391NSI: 1,496,802,653
OFFEROR: DoorDash, Inc.
Offeror identified: 18:10 25-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: 2,678,856,754
ADRISIN: US05382A3023
 
OFFEREE: Dowlais Group plc
Offer period commenced: 07:00 29-Jan-2025
1p ordinaryISIN: GB00BMWRZ071NSI: 1,316,658,644
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: Downing Renewables & Infrastructure Trust plc
Offer period commenced: 07:01 20-Jun-2025
1p ordinaryISIN: GB00BLF7PP25NSI: 170,124,264
OFFEROR: Polar Nimrod Topco Limited (a newly formed vehicle, wholly-owned by Bagnall Energy Limited)
Offeror identified: 07:01 20-Jun-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Empiric Student Property plc
Offer period commenced: 11:15 05-Jun-2025
1p ordinaryISIN: GB00BLWDVR75NSI: 664,119,746
OFFEROR: Unite Group plc, The
Offeror identified: 11:15 05-Jun-2025
Rule 2.6 deadline: 17:00 03-Jul-2025
25p ordinaryISIN: GB0006928617NSI: 489,352,205
 
OFFEREE: Empresaria Group plc
Offer period commenced: 11:15 07-May-2025
5p ordinaryISIN: GB00B0358N07NSI: 49,853,001
OFFEROR: A consortium comprising Peter Gregory, Nigel Marsh and Ashok Vithlani
Offeror identified: 11:15 07-May-2025
Rule 2.6 deadline: 17:00 02-Jul-2025
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: FD Technologies plc
Offer period commenced: 11:26 07-May-2025
0.5p ordinaryISIN: GB0031477770NSI: 22,105,740
OFFEROR: Kairos Bidco Limited (a newly formed company indirectly owned by entities forming part of TA FUND XV)
Offeror identified: 11:26 07-May-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Field Systems Designs Holdings plc
Offer period commenced: 13:10 06-May-2025
10p ordinaryISIN: GB0004510409NSI: 5,692,500
OFFEROR: FSD Group Limited
Offeror identified: 13:10 06-May-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Frenkel Topping Group plc
Offer period commenced: 11:00 02-Jun-2025
0.5p ordinaryISIN: GB00B01YXQ71NSI: 128,013,064
OFFEROR: Harwood Private Equity LLP
Offeror identified: 11:00 02-Jun-2025
Rule 2.6 deadline: 17:00 30-Jun-2025
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: H&T Group plc
Offer period commenced: 07:00 14-May-2025
5p ordinaryISIN: GB00B12RQD06NSI: 43,987,934
OFFEROR: Chess Bidco Limited (an indirect wholly-owned subsidiary of FirstCash Holdings, Inc.)
Offeror identified: 07:00 14-May-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
1.25p ordinaryISIN: GB00BR2Q0V58NSI: 159,649,070
Warrant 8 January 2027NSI: 53,125,000
Convertible Loan Note 8 January 2027GBP: 5,000,000
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
OFFEROR: Funds managed and/or advised by HGGC, LLC and its affiliates
Offeror identified: 07:00 27-May-2025
Rule 2.6 deadline: 17:00 29-Jun-2025
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Kinovo plc
Offer period commenced: 15:23 12-May-2025
10p ordinaryISIN: GB00BV9GHQ09NSI: 63,361,315
OFFEROR: Sureserve Compliance Holdings Limited (an indirect wholly-owned subsidiary of Sureserve Group Limited)
Offeror identified: 15:23 12-May-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: Marlowe plc
Offer period commenced: 11:03 04-Jun-2025
50p ordinaryISIN: GB00BD8SLV43NSI: 78,522,547
OFFEROR: Mitie Treasury Management Limited (a wholly owned subsidiary of Mitie Group plc)
Offeror identified: 11:03 04-Jun-2025
Rule 2.6 deadline: N/A
2.5p ordinaryISIN: GB0004657408NSI: 1,256,316,168
 
OFFEREE: ME Group International plc
Offer period commenced: 12:25 18-Jun-2025
0.5p ordinaryISIN: GB0008481250NSI: 377,160,836
OFFEROR: No named offeror
 
OFFEREE: Pod Point Group Holdings plc
Offer period commenced: 07:00 24-Apr-2025
1p ordinaryISIN: GB00BNDRD100NSI: 156,900,118
OFFEROR: EDF Energy Customers Limited
Offeror identified: 07:00 24-Apr-2025
Rule 2.6 deadline: N/A
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: Long Harbour Ltd
Offeror identified: 12:19 11-Jun-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Renold plc
Offer period commenced: 10:19 20-May-2025
5p ordinaryISIN: GB0007325078NSI: 225,417,740
OFFEROR: MPE Bid Co (a newly-formed corporation indirectly controlled by funds managed by MPE Mgt. Co., LLC)
Offeror identified: 10:19 20-May-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Revolution Beauty Group plc
Offer period commenced: 07:00 21-May-2025
1p ordinaryISIN: GB00BP7L1T61NSI: 319,485,571
OFFEROR: No named offeror
 
OFFEREE: Ricardo plc
Offer period commenced: 07:00 11-Jun-2025
25p ordinaryISIN: GB0007370074NSI: 62,218,280
OFFEROR: WSP Group Limited (a wholly-owned subsidiary of WSP Global Inc.)
Offeror identified: 07:00 11-Jun-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Spectris plc
Offer period commenced: 12:32 09-Jun-2025
5p ordinaryISIN: GB0003308607NSI: 99,269,437
OFFEROR: MI Metron UK Bidco Ltd (an indirect subsidiary of funds managed and/or advised by Advent International, L.P.)
Offeror identified: 12:32 09-Jun-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Kohlberg Kravis Roberts & Co. L.P., acting as an advisor to its affiliated investment funds and separately managed accounts
Offeror identified: 18:15 13-Jun-2025
Rule 2.6 deadline: to be determined
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: Trakm8 Holdings plc
Offer period commenced: 15:34 01-May-2025
1p ordinaryISIN: GB00B0P1RP10NSI: 49,975,002
Convertible loan noteGBP: 2,570,000
OFFEROR: Brillian UK Limited (a company within the Omegro portfolio and wholly-owned, indirectly, by Constellation Software Inc.)
Offeror identified: 15:34 01-May-2025
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
 
OFFEREE: Warehouse REIT plc
Offer period commenced: 17:30 03-Mar-2025
1p ordinaryISIN: GB00BD2NCM38NSI: 424,861,650
OFFEROR: Wapping Bidco Ltd (a newly-formed company indirectly owned by investment funds advised by affiliates of Blackstone Inc.)
Offeror identified: 17:30 03-Mar-2025
Rule 2.6 deadline: N/A
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 30-Jun-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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