REG - Takeover Panel - Disclosure Table

VelocysAnnouncement

15/01/2024 18:30

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RNS Number : 7533Z  Takeover Panel  15 January 2024

 THE TAKEOVER PANEL - DISCLOSURE TABLE

 

 15 January 2024 - FINAL

 

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

 

 ADDITIONS

 

 None

 

 DELETIONS

 

 None

 

 OTHER AMENDMENTS

 

 None

 

 DISCLOSURE TABLE

 

 OFFEREE: abrdn European Logistics Income plc
 Offer period commenced: 07:00 27-Nov-2023
 1p ordinary  ISIN: GB00BD9PXH49  NSI: 412,174,356
 OFFEROR: No named offeror

 

 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: Belvoir Group plc
 Offer period commenced: 07:00 10-Jan-2024
 1p ordinary  ISIN: GB00B4QY1P51  NSI: 37,294,592
 OFFEROR: Property Franchise Group plc, The
 Offeror identified: 07:00 10-Jan-2024
 Rule 2.6 deadline: N/A
 1p ordinary  ISIN: GB00BH0WFH67  NSI: 32,255,007

 

 OFFEREE: City Pub Group plc, The
 Offer period commenced: 07:01 16-Nov-2023
 1p ordinary       ISIN: GB00BYWRS683  NSI: 104,843,151
 OFFEROR: Young & Co.'s Brewery, plc
 Offeror identified: 07:01 16-Nov-2023
 Rule 2.6 deadline: N/A
 12.5p A ordinary  ISIN: GB00B2NDK765  NSI: 34,413,847
 12.5p ordinary    ISIN: GB00B2NDK989  NSI: 24,070,755

 

 OFFEREE: Dechra Pharmaceuticals plc
 Offer period commenced: 17:32 13-Apr-2023
 1p ordinary  ISIN: GB0009633180  NSI: 113,905,890
 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: Transit Bidco Limited (an indirect wholly-owned subsidiary of funds
 advised or managed by H.I.G. Capital LLC or its affiliates, as advised or
 subadvised by H.I.G European Capital Partners LLP)
 Offeror identified: 14:36 11-Sep-2023
 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: 187,627,898
 OFFEROR: Madison Dearborn Partners, LLC
 Offeror identified: 13:39 01-Nov-2023
 Rule 2.6 deadline: 17:00 24-Jan-2024
 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: Intelligent Safety Electronics Pte. Ltd (a company incorporated in
 Singapore and wholly-owned by Siterwell Electronics Co., Ltd)
 Offeror identified: 07:00 27-Oct-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Forward Partners Group plc
 Offer period commenced: 07:00 27-Nov-2023
 1p ordinary  ISIN: GB00BKPGBB09  NSI: 134,613,117
 OFFEROR: Molten Ventures plc
 Offeror identified: 07:00 27-Nov-2023
 Rule 2.6 deadline: N/A
 1p ordinary  ISIN: GB00BY7QYJ50  NSI: 174,261,401

 

 OFFEREE: GCP Asset Backed Income Fund Limited
 Offer period commenced: 07:00 13-Dec-2023
 NPV ordinary  ISIN: JE00BYXX8B08  NSI: 425,626,059
 OFFEROR: No named offeror

 

 OFFEREE: Hotel Chocolat Group plc
 Offer period commenced: 07:00 16-Nov-2023
 0.1p ordinary  ISIN: GB00BYZC3B04  NSI: 137,617,741
 OFFEROR: Hive Bidco, Inc. (a wholly-owned indirect subsidiary of Mars,
 Incorporated)
 Offeror identified: 07:00 16-Nov-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: 44,537,927
 OFFEROR: Heather Global plc (a company owned by HeadFirst Global B.V.)
 Offeror identified: 18:03 04-Jul-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Kin and Carta plc
 Offer period commenced: 07:03 18-Oct-2023
 10p ordinary  ISIN: GB0007689002  NSI: 177,931,360
 OFFEROR: Kelvin UK Bidco Limited (a newly formed company owned indirectly by
 funds advised by Apax Partners LLP)
 Offeror identified: 07:03 18-Oct-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: Ken Bidco Limited (a newly formed company controlled by funds advised
 by BC partners)
 Offeror identified: 16:04 19-Dec-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: LXi REIT plc
 Offer period commenced: 14:43 18-Dec-2023
 1p ordinary   ISIN: GB00BYQ46T41  NSI: 1,714,473,236
 OFFEROR: LondonMetric Property plc
 Offeror identified: 14:43 18-Dec-2023
 Rule 2.6 deadline: N/A
 10p ordinary  ISIN: GB00B4WFW713  NSI: 1,093,559,368

 

 OFFEREE: musicMagpie plc
 Offer period commenced: 07:00 20-Nov-2023
 1p ordinary  ISIN: GB00BKY4XG48  NSI: 107,808,287
 OFFEROR: No named offeror

 

 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: 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: Rotala plc
 Offer period commenced: 13:36 19-Sep-2023
 25p ordinary  ISIN: GB00B1Z2MP60  NSI: 31,021,784
 OFFEROR: Rotala Group Limited (a newly incorporated entity directly and
 indirectly owned and controlled by Simon Dunn, Robert Dunn, John Gunn, the
 spouses of Simon Dunn and Robert Dunn and Wengen Pension Plan)
 Offeror identified: 13:36 19-Sep-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: ScS Group plc
 Offer period commenced: 07:00 24-Oct-2023
 0.1p ordinary  ISIN: GB00BRF0TJ56  NSI: 33,954,674
 OFFEROR: Cerezzola Limited (a wholly-owned subsidiary of Poltronesofa S.p.A.)
 Offeror identified: 07:00 24-Oct-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Shanta Gold Limited
 Offer period commenced: 07:01 20-Dec-2023
 0.01p ordinary  ISIN: GB00B0CGR828  NSI: 1,051,467,684
 OFFEROR: Saturn Resources Ltd (a newly formed company wholly-owned by ETC
 Holdings (Mauritius) Limited)
 Offeror identified: 07:01 20-Dec-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Smart Metering Systems plc
 Offer period commenced: 07:00 07-Dec-2023
 1p ordinary  ISIN: GB00B4X1RC86  NSI: 133,606,918
 OFFEROR: Sienna Bidco Limited (a company wholly-owned by funds advised by
 Kohlberg Kravis Roberts & Co. L.P. and its affiliates)
 Offeror identified: 07:00 07-Dec-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: SmartSpace Software plc
 Offer period commenced: 07:00 12-Dec-2023
 10p ordinary  ISIN: GB00BYWN0F98  NSI: 28,941,234
 OFFEROR: Skedda Holdings Inc.
 Offeror identified: 07:00 12-Dec-2023
 Rule 2.6 deadline: 17:00 06-Feb-2024
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Sopheon plc
 Offer period commenced: 13:00 31-Oct-2023
 20p ordinary  ISIN: GB00BSZM1369  NSI: 10,706,805
 OFFEROR: IOps Buyer Inc. (a wholly-owned subsidiary of Wellspring Worldwide
 Inc.)
 Offeror identified: 13:00 31-Oct-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: Ten Entertainment Group plc
 Offer period commenced: 07:00 06-Dec-2023
 1p ordinary  ISIN: GB00BF020D33  NSI: 68,496,118
 OFFEROR: Neon Buyer Limited (a newly formed company indirectly owned by
 investment funds advised by Trive Capital Partners LP)
 Offeror identified: 07:00 06-Dec-2023
 Rule 2.6 deadline: N/A
 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: N/A
 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: Velocys plc
 Offer period commenced: 07:00 20-Nov-2023
 1p ordinary  ISIN: GB00B11SZ269  NSI: 1,651,798,992
 OFFEROR: Madison Bidco Limited (A newly formed company indirectly owned by a
 consortium comprising a fund advised by Lightrock, a fund advised by Carbon
 Direct Capital, GenZero and Kibo Investments)
 Offeror identified: 07:00 20-Nov-2023
 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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