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Friday 14 February, 2020

Takeover Panel

Disclosure Table (POTAM only)

RNS Number : 1207D
Takeover Panel
14 February 2020
 

 

THE TAKEOVER PANEL - DISCLOSURE TABLE

 

14 February 2020 - FINAL



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



ADDITIONS



None



DELETIONS



None



OTHER AMENDMENTS



OFFEREE: Sophos Group plc

Offer period commenced: 07:00 14-Oct-2019

3p ordinary

ISIN: GB00BYZFZ918

NSI: 493,200,770

OFFEROR: Surf Buyer Limited (a company owned by funds managed and/or

advised by Thoma Bravo, LLC)

Offeror identified: 07:00 14-Oct-2019

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



DISCLOSURE TABLE



OFFEREE: Amigo Holdings plc

Offer period commenced: 07:00 27-Jan-2020

0.25p ordinary

ISIN: GB00BFFK8T45

NSI: 475,333,760

OFFEROR: No named offeror



OFFEREE: Audioboom Group plc

Offer period commenced: 07:00 10-Feb-2020

ordinary

ISIN: JE00BJYJFG60

NSI: 14,006,757

OFFEROR: No named offeror



OFFEREE: Avation plc

Offer period commenced: 07:00 06-Jan-2020

1p ordinary

ISIN: GB00B196F554

NSI: 62,709,942

OFFEROR: No named offeror



OFFEREE: Ei Group plc

Offer period commenced: 07:00 18-Jul-2019

2.5p ordinary

ISIN: GB00B1L8B624

NSI: 438,336,443

OFFEROR: Stonegate Pub Company Bidco Limited (a wholly-owned subsidiary of

Stonegate Pub Company Limited)

Offeror identified: 07:00 18-Jul-2019

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Harwood Wealth Management Group plc

Offer period commenced: 07:00 23-Dec-2019

0.25p ordinary

ISIN: GB00BYYWB172

NSI: 62,542,927

OFFEROR: Hurst Point Topco Limited (a newly formed company indirectly

controlled by funds managed by Carlyle)

Offeror identified: 07:00 23-Dec-2019

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Haynes Publishing Group plc

Offer period commenced: 07:00 15-Nov-2019

20p ordinary

ISIN: GB0004160833

NSI: 6,122,486

20p A ordinary


NSI: 9,000,000

OFFEROR: Infopro Digital (Holdco) Ltd (a wholly-owned subsidiary of Infopro

Digital Group B.V.)

Offeror identified: 10:06 13-Feb-2020

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Leicester Football Club plc (See Note 9 below)

Offer period commenced: 07:00 25-Jun-2019

10p ordinary


NSI: 13,711,948

OFFEROR: No named offeror



OFFEREE: LightwaveRF plc

Offer period commenced: 07:00 18-Nov-2019

5p ordinary

ISIN: GB00BKJ9BV58

NSI: 123,583,446

OFFEROR: No named offeror



OFFEREE: Low & Bonar plc

Offer period commenced: 17:30 20-Sep-2019

5p ordinary

ISIN: GB0005363014

NSI: 689,756,295

OFFEROR: FV Beteiligungs-GmbH (a wholly-owned subsidiary of Freudenberg SE)

Offeror identified: 17:30 20-Sep-2019

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Nanoco Group plc

Offer period commenced: 07:00 05-Nov-2019

10p ordinary

ISIN: GB00B01JLR99

NSI: 286,207,024

OFFEROR: No named offeror



OFFEREE: NMC Health plc

Offer period commenced: 07:00 10-Feb-2020

10p ordinary

ISIN: GB00B7FC0762

NSI: 208,703,861

Convertible bond 2025

ISIN: XS1814568413

USD: 360,000,000

OFFEROR: GKSD Investment Holding SA (a company backed by sponsors of Gruppo

San Donato)

Offeror identified: 07:00 10-Feb-2020

Rule 2.6 deadline: 17:00 09-Mar-2020

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Nostrum Oil & Gas plc

Offer period commenced: 07:00 24-Jun-2019

1p ordinary

ISIN: GB00BGP6Q951

NSI: 188,182,958

OFFEROR: No named offeror



OFFEREE: Proactis Holdings plc

Offer period commenced: 07:00 29-Jul-2019

10p ordinary

ISIN: GB00B13GSS58

NSI: 95,218,796

OFFEROR: No named offeror



OFFEREE: Redde plc

Offer period commenced: 07:00 29-Nov-2019

0.1p ordinary

ISIN: GB00BLWF0R63

NSI: 306,868,351

OFFEROR: Northgate plc

Offeror identified: 07:00 29-Nov-2019

Rule 2.6 deadline: N/A

50p ordinary

ISIN: GB00B41H7391

NSI: 133,232,518



OFFEREE: Redx Pharma plc

Offer period commenced: 07:00 31-Dec-2019

1p ordinary

ISIN: GB00BSNB6S51

NSI: 178,508,703

OFFEROR: Yesod Bio-Sciences Limited

Offeror identified: 07:00 31-Dec-2019

Rule 2.6 deadline: 17:00 28-Feb-2020

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Sirius Minerals plc

Offer period commenced: 07:00 08-Jan-2020

0.25p ordinary

ISIN: GB00B0DG3H29

NSI: 7,020,196,560

8.5 per cent convertible 2023

ISIN: XS1515223516

USD: 137,600,000

5 per cent convertible 2027

ISIN: XS1991118255

USD: 99,000,000

ADR

ISIN: US82967P1030


OFFEROR: Anglo American Projects UK Limited (a wholly owned subsidiary of

Anglo American plc)

Offeror identified: 07:00 08-Jan-2020

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Sophos Group plc

Offer period commenced: 07:00 14-Oct-2019

3p ordinary

ISIN: GB00BYZFZ918

NSI: 493,200,770

OFFEROR: Surf Buyer Limited (a company owned by funds managed and/or

advised by Thoma Bravo, LLC)

Offeror identified: 07:00 14-Oct-2019

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 West Digital Media Solutions

+44 (0)20 3753 2071


PR Newswire Disclose provided by PR Newswire

+44 (0)20 7454 5110


RNS provided by the London Stock Exchange

+44 (0)20 7797 4400


EQS IR.COCKPIT provided by EquityStory AG

+49 89 21 02 98 - 50

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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