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Tuesday 05 July, 2022

Takeover Panel

Disclosure Table (POTAM only)

RNS Number : 4234R
Takeover Panel
05 July 2022
 

 

THE TAKEOVER PANEL - DISCLOSURE TABLE

 

05 July 2022 - FINAL



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



ADDITIONS



None



DELETIONS



None



OTHER AMENDMENTS



OFFEREE: Capricorn Energy plc

Offer period commenced: 07:10 01-Jun-2022

21/13p ordinary

ISIN: GB00BN0SMB92

NSI: 315,145,622

OFFEROR: Tullow Oil plc

Offeror identified: 07:10 01-Jun-2022

Rule 2.6 deadline: N/A

10p ordinary

ISIN: GB0001500809

NSI: 1,438,299,661



OFFEREE: Ideagen plc

Offer period commenced: 17:26 14-Apr-2022

1p ordinary

ISIN: GB00B0CM0C50

NSI: 300,865,595

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: Meggitt plc

Offer period commenced: 07:00 02-Aug-2021

5p ordinary

ISIN: GB0005758098

NSI: 782,883,531

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: PCF Group plc

Offer period commenced: 07:00 31-May-2022

5p ordinary

ISIN: GB0004189378

NSI: 333,810,136

OFFEROR: Castle Trust Capital plc

Offeror identified: 07:00 31-May-2022

Rule 2.6 deadline: 17:00 26-Jul-2022

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: 71,796,524

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: Altus Strategies plc

Offer period commenced: 07:00 14-Jun-2022

5p ordinary

ISIN: GB00BJ9TYB96

NSI: 117,321,678

OFFEROR: Elemental Royalties Corp.

Offeror identified: 07:00 14-Jun-2022

Rule 2.6 deadline: N/A

Ordinary NPV

ISIN: CA28619L1076

NSI: 78,266,221



OFFEREE: Avast plc

Offer period commenced: 22:23 14-Jul-2021

10p ordinary

ISIN: GB00BDD85M81

NSI: 1,041,519,156

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: 571,366,085

2.000% Senior Unsecured Convertible Notes August 2022

ISIN: US668771AB40

USD: 524,900,000



OFFEREE: Biffa plc

Offer period commenced: 07:00 07-Jun-2022

1p ordinary

ISIN: GB00BD8DR117

NSI: 305,910,826

OFFEROR: Energy Capital Partners, LLC

Offeror identified: 07:00 07-Jun-2022

Rule 2.6 deadline: 17:00 02-Aug-2022

Disclosure of dealings and positions in this offeror is not required



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: Capricorn Energy plc

Offer period commenced: 07:10 01-Jun-2022

21/13p ordinary

ISIN: GB00BN0SMB92

NSI: 315,145,622

OFFEROR: Tullow Oil plc

Offeror identified: 07:10 01-Jun-2022

Rule 2.6 deadline: N/A

10p ordinary

ISIN: GB0001500809

NSI: 1,438,299,661



OFFEREE: CareTech Holdings plc

Offer period commenced: 07:00 07-Mar-2022

0.5p ordinary

ISIN: GB00B0KWHQ09

NSI: 113,336,434

OFFEROR: Amalfi Bidco Limited (indirectly owned by joint offerors Sheikh

Holdings Group (Investments) Limited, Belgravia Investments Limited and Kensington Capital Limited, funds managed by THCS IV GP S.a r.l. and TH Management IV S.a r.l.)

Offeror identified: 07:00 07-Mar-2022

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: ContourGlobal plc

Offer period commenced: 07:00 17-May-2022

1p ordinary

ISIN: GB00BF448H58

NSI: 656,499,261

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: Countryside Partnerships plc

Offer period commenced: 07:00 30-May-2022

0.01p ordinary

ISIN: GB00BYPHNG03

NSI: 499,472,051

OFFEROR: Inclusive Capital Partners L.P.

Offeror identified: 07:00 30-May-2022

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: EMIS Group plc

Offer period commenced: 15:50 17-Jun-2022

1p ordinary

ISIN: GB00B61D1Y04

NSI: 63,311,396

OFFEROR: Bordeaux UK Holdings II Limited (an affiliate of Optum Health

Solutions (UK) Limited and a wholly owned subsidiary of UnitedHealth Group Incorporated)

Offeror identified: 15:50 17-Jun-2022

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Euromoney Institutional Investor plc

Offer period commenced: 07:00 20-Jun-2022

0.25p ordinary

ISIN: GB0006886666

NSI: 109,291,212

OFFEROR: A consortium comprising Astorg Asset Management S.ar.l and Epiris

LLP

Offeror identified: 07:00 20-Jun-2022

Rule 2.6 deadline: 17:00 18-Jul-2022

Disclosure of dealings and positions in this offeror is not required



OFFEREE: eve Sleep plc

Offer period commenced: 07:00 06-Jun-2022

0.1p ordinary

ISIN: GB00BYWMFT51

NSI: 274,742,418

OFFEROR: No named offeror



OFFEREE: Firestone Diamonds plc (See Note 9 below)

Offer period commenced: 09:50 24-Jun-2022

1p ordinary

ISIN: GB00BWB8Y932

NSI: 789,481,276

OFFEROR: PRRF II Investment Holdings LP (a newly established limited

partnership owned by a fund advised by Pacific Road Capital)

Offeror identified: 09:50 24-Jun-2022

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: FirstGroup plc

Offer period commenced: 08:59 26-May-2022

5p ordinary

ISIN: GB0003452173

NSI: 750,140,406

OFFEROR: I Squared Capital Advisors (UK) LLP

Offeror identified: 08:59 26-May-2022

Rule 2.6 deadline: 17:00 21-Jul-2022

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: Global Ports Holding plc

Offer period commenced: 16:01 15-Jun-2022

1p ordinary

ISIN: GB00BD2ZT390

NSI: 62,826,963

OFFEROR: SAS Shipping Agencies Services Sarl (a wholly-owned subsidiary of

MSC Mediterranean Shipping Company Holdings S.A.)

Offeror identified: 16:01 15-Jun-2022

Rule 2.6 deadline: 17:00 13-Jul-2022

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Go-Ahead Group plc, The

Offer period commenced: 09:14 13-Jun-2022

10p ordinary

ISIN: GB0003753778

NSI: 43,177,390

OFFEROR: Kelsian Group Limited

Offeror identified: 09:14 13-Jun-2022

Rule 2.6 deadline: to be determined

Disclosure of dealings and positions in this offeror is not required

OFFEROR: Gerrard Investment Bidco Limited a newly formed company indirectly

owned by Kinetic TCo Pty Ltd and Globalvia Inversiones S.A.U.

Offeror identified: 09:14 13-Jun-2022

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: HomeServe plc

Offer period commenced: 16:09 24-Mar-2022

2 9/13p ordinary

ISIN: GB00BYYTFB60

NSI: 336,671,735

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: 300,865,595

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: iEnergizer Limited

Offer period commenced: 12:57 09-Jun-2022

10p ordinary

ISIN: GG00B54NMG96

NSI: 190,130,008

OFFEROR: BPEA Advisors Private Limited

Offeror identified: 12:57 09-Jun-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: 45,123,014

OFFEROR: No named offeror



OFFEREE: John Menzies plc

Offer period commenced: 07:00 09-Feb-2022

25p ordinary

ISIN: GB0005790059

NSI: 91,954,154

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: Lamprell plc

Offer period commenced: 07:01 24-Jun-2022

5p ordinary

ISIN: GB00B1CL5249

NSI: 412,817,636

OFFEROR: Blofeld Investment Management

Offeror identified: 07:01 24-Jun-2022

Rule 2.6 deadline: 17:00 22-Jul-2022

Disclosure of dealings and positions in this offeror is not required

OFFEROR: Sami Al Angari and Al Gihaz Holding Company

Offeror identified: 07:00 01-Jul-2022

Rule 2.6 deadline: 17:00 29-Jul-2022

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: 98,222,313



OFFEREE: Mediclinic International plc

Offer period commenced: 07:30 09-Jun-2022

10p ordinary

ISIN: GB00B8HX8Z88

NSI: 737,243,810

OFFEROR: A consortium comprising Remgro Limited and MSC Mediterranean

Shipping Company SA (acting through its wholly owned subsidiary SAS Shipping Agencies Services Sarl)

Offeror identified: 07:30 09-Jun-2022

Rule 2.6 deadline: 17:00 07-Jul-2022

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Meggitt plc

Offer period commenced: 07:00 02-Aug-2021

5p ordinary

ISIN: GB0005758098

NSI: 782,883,531

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: PCF Group plc

Offer period commenced: 07:00 31-May-2022

5p ordinary

ISIN: GB0004189378

NSI: 333,810,136

OFFEROR: Castle Trust Capital plc

Offeror identified: 07:00 31-May-2022

Rule 2.6 deadline: 17:00 26-Jul-2022

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Pires Investments plc

Offer period commenced: 07:00 01-Jun-2022

0.25p ordinary

ISIN: GB00BD07SH45

NSI: 166,334,391

OFFEROR: Tern plc

Offeror identified: 07:00 01-Jun-2022

Rule 2.6 deadline: N/A

0.02p ordinary

ISIN: GB00BFPMV798

NSI: 352,014,701



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 15-Jul-2022

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Sanne Group plc

Offer period commenced: 07:00 14-May-2021

1p ordinary

ISIN: JE00BVRZ8S85

NSI: 162,842,786

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: SDX Energy plc

Offer period commenced: 07:01 25-May-2022

1p ordinary

ISIN: GB00BJ5JNL69

NSI: 204,563,045

OFFEROR: Tenaz Energy Corp.

Offeror identified: 07:01 25-May-2022

Rule 2.6 deadline: N/A

Common

ISIN: CA88034V3048

NSI: 28,458,074



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: N/A

25p ordinary

ISIN: GB00B62G9D36

NSI: 851,274,235



OFFEREE: Ted Baker plc

Offer period commenced: 07:00 18-Mar-2022

5p ordinary

ISIN: GB0001048619

NSI: 184,616,158

OFFEROR: No named offeror



OFFEREE: Tekmar Group plc

Offer period commenced: 07:02 13-Jun-2022

1p ordinary

ISIN: GB00BDFGGK53

NSI: 60,960,234

OFFEROR: No named offeror



OFFEREE: Ultra Electronics Holdings plc

Offer period commenced: 16:23 25-Jun-2021

5p ordinary

ISIN: GB0009123323

NSI: 71,796,524

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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