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Tuesday 26 April, 2022

Takeover Panel

Disclosure Table (POTAM only)

RNS Number : 4292J
Takeover Panel
26 April 2022
 

 

THE TAKEOVER PANEL - DISCLOSURE TABLE

 

26 April 2022 - FINAL



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



ADDITIONS



None



DELETIONS



None



OTHER AMENDMENTS



OFFEREE: Impellam Group plc

Offer period commenced: 07:00 12-Apr-2022

1p ordinary

ISIN: GB00B8HWGJ55

NSI: 45,152,193

OFFEROR: No named offeror



OFFEREE: Ultra Electronics Holdings plc

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

5p ordinary

ISIN: GB0009123323

NSI: 71,456,748

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: Arden Partners plc

Offer period commenced: 15:14 26-Oct-2021

10p ordinary

ISIN: GB00B15CTY44

NSI: 29,074,211

OFFEROR: Ince Group plc (The)

Offeror identified: 15:14 26-Oct-2021

Rule 2.6 deadline: N/A

1p ordinary

ISIN: GB00BZBY3Y09

NSI: 68,540,912



OFFEREE: Avast plc

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

10p ordinary

ISIN: GB00BDD85M81

NSI: 1,040,826,759

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: 582,274,521

2.000% Senior Unsecured Convertible Notes August 2022

ISIN: US668771AB40

USD: 524,900,000



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: CareTech Holdings plc

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

0.5p ordinary

ISIN: GB00B0KWHQ09

NSI: 113,336,434

OFFEROR: DBAY Advisors Limited

Offeror identified: 07:00 04-Apr-2022

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

Disclosure of dealings and positions in this offeror is not required

OFFEROR: A consortium comprising Sheikh Holdings Group (Investments)

Limited, Belgravia Investments Limited, Kensington Capital Limited and funds managed by THCS IV GP S.a.r.l and advised by THCP Advisory Limited

Offeror identified: 07:00 07-Mar-2022

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

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Clipper Logistics plc

Offer period commenced: 14:15 20-Feb-2022

0.05p ordinary

ISIN: GB00BMMV6B79

NSI: 103,843,690

OFFEROR: GXO Logistics, Inc

Offeror identified: 14:15 20-Feb-2022

Rule 2.6 deadline: N/A

USD0.01 common stock

ISIN: US36262G1013

NSI: 114,854,477



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: HomeServe plc

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

2 9/13p ordinary

ISIN: GB00BYYTFB60

NSI: 336,471,054

OFFEROR: Brookfield Infrastructure

Offeror identified: 16:09 24-Mar-2022

Rule 2.6 deadline: 17:00 19-May-2022

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: 293,749,829

OFFEROR: Cinven Limited

Offeror identified: 17:26 14-Apr-2022

Rule 2.6 deadline: 17:00 12-May-2022

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: 45,152,193

OFFEROR: No named offeror



OFFEREE: InnovaDerma plc

Offer period commenced: 07:01 31-Mar-2022

EUR 0.1 ordinary

ISIN: GB00BT9PTW34

NSI: 28,057,825

OFFEROR: Brand Architekts Group plc

Offeror identified: 07:01 31-Mar-2022

Rule 2.6 deadline: N/A

5p ordinary

ISIN: GB0008667304

NSI: 17,230,702



OFFEREE: John Menzies plc

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

25p ordinary

ISIN: GB0005790059

NSI: 91,921,509

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: 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: 17:00 28-Apr-2022

Ordinary NPV

ISIN: VGG0103J1075

NSI: 133,200,000



OFFEREE: Marshall Motor Holdings plc

Offer period commenced: 16:29 26-Nov-2021

64p ordinary

ISIN: GB00BVYB2Q58

NSI: 78,232,237

OFFEROR: CAG Vega 2 Limited (a wholly-owned subsidiary of Constellation

Automotive Holdings Limited)

Offeror identified: 16:29 26-Nov-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: McKay Securities plc

Offer period commenced: 08:31 02-Mar-2022

20p ordinary

ISIN: GB0005522007

NSI: 90,089,313

OFFEROR: Workspace Group plc

Offeror identified: 08:31 02-Mar-2022

Rule 2.6 deadline: N/A

100p ordinary

ISIN: GB00B67G5X01

NSI: 181,125,259



OFFEREE: Meggitt plc

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

5p ordinary

ISIN: GB0005758098

NSI: 782,861,826

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: 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: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: River and Mercantile Group plc

Offer period commenced: 07:00 23-Nov-2021

0.3p ordinary

ISIN: GB00BLZH7X42

NSI: 85,740,874

OFFEROR: AssetCo plc

Offeror identified: 07:00 23-Nov-2021

Rule 2.6 deadline: N/A

10p ordinary

ISIN: GB00B42VYZ16

NSI: 8,424,847



OFFEREE: RWS Holdings plc

Offer period commenced: 11:22 21-Apr-2022

1p ordinary

ISIN: GB00BVFCZV34

NSI: 389,432,703

OFFEROR: Baring Private Equity Asia Fund VIII Limited

Offeror identified: 11:22 21-Apr-2022

Rule 2.6 deadline: 17:00 19-May-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: 162,178,754

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: Stagecoach Group plc

Offer period commenced: 07:00 21-Sep-2021

125/228p ordinary

ISIN: GB00B6YTLS95

NSI: 551,518,591

OFFEROR: National Express Group plc

Offeror identified: 07:00 21-Sep-2021

Rule 2.6 deadline: N/A

5p ordinary

ISIN: GB0006215205

NSI: 614,086,377

OFFEROR: Inframobility UK Bidco Limited (a company owned by Pan-European

Infrastructure III, SCSp, a fund managed and advised by DWS Infrastructure)

Offeror identified: 07:00 09-Mar-2022

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Ted Baker plc

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

5p ordinary

ISIN: GB0001048619

NSI: 184,612,111

OFFEROR: Sycamore Partners Management L.P.

Offeror identified: 07:00 18-Mar-2022

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Tungsten Corporation plc

Offer period commenced: 15:18 14-Dec-2021

0.438p ordinary

ISIN: GB00B7Z0Q502

NSI: 126,537,962

OFFEROR: Project California Bidco Limited (a newly-formed vehicle,

indirectly wholly-owned by Kofax Parent Limited)

Offeror identified: 15:18 14-Dec-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEROR: Potential competing offeror

Offeror identified: 07:00 24-Mar-2022

Rule 2.6 deadline: to be determined

Disclosure of dealings and positions in this offeror is not required

OFFEROR: Pagero Group AB (publ)

Offeror identified: 07:55 24-Mar-2022

Rule 2.6 deadline: to be determined

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: 71,456,748

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



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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