| THE TAKEOVER PANEL - DISCLOSURE TABLE |
| 28 November 2024 - FINAL |
| The following are today's changes to the Disclosure Table: |
| ADDITIONS |
| OFFEREE: Direct Line Insurance Group plc | ||
| Offer period commenced: 17:53 27-Nov-2024 | ||
| 10 10/11p ordinary | ISIN: GB00BY9D0Y18 | NSI: 1,311,388,157 |
| Restricted Tier 1 Note | ISIN: XS1728036366 | GBP: 350,000,000 |
| OFFEROR: Aviva plc | ||
| Offeror identified: 17:53 27-Nov-2024 | ||
| Rule 2.6 deadline: 17:00 25-Dec-2024 | ||
| 32 17/19p ordinary | ISIN: GB00BPQY8M80 | NSI: 2,677,100,912 |
| OFFEREE: Loungers plc | ||
| Offer period commenced: 07:01 28-Nov-2024 | ||
| 1p ordinary | ISIN: GB00BH4JR002 | NSI: 103,954,562 |
| OFFEROR: CF Exedra Bidco Limited (a newly formed company indirectly owned by funds and accounts managed or advised by affiliates of Fortress Investment Group, LLC) | ||
| Offeror identified: 07:01 28-Nov-2024 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Renewi plc | ||
| Offer period commenced: 10:11 28-Nov-2024 | ||
| 100p ordinary | ISIN: GB00BNR4T868 | NSI: 80,559,470 |
| OFFEROR: Macquarie Asset Management (on behalf of one or more funds or entities managed by Macquarie Infrastructure and Real Assets (Europe) Limited and its affiliates and any relevant subsidiaries of such funds or entities) | ||
| Offeror identified: 10:11 28-Nov-2024 | ||
| Rule 2.6 deadline: 17:00 26-Dec-2024 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| DELETIONS |
| None |
| OTHER AMENDMENTS |
| None |
| DISCLOSURE TABLE |
| OFFEREE: Aquis Exchange plc | ||
| Offer period commenced: 07:00 11-Nov-2024 | ||
| 10p ordinary | ISIN: GB00BD5JNK30 | NSI: 27,563,781 |
| 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: Britvic plc | ||
| Offer period commenced: 07:49 21-Jun-2024 | ||
| 20p ordinary | ISIN: GB00B0N8QD54 | NSI: 248,906,262 |
| ADR | ISIN: US1111901047 |
|
| OFFEROR: Carlsberg UK Holdings Limited (a wholly owned subsidiary of Carlsberg A/S) | ||
| Offeror identified: 07:49 21-Jun-2024 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Brown (N.) Group plc | ||
| Offer period commenced: 07:00 17-Oct-2024 | ||
| 11 1/19p ordinary | ISIN: GB00B1P6ZR11 | NSI: 467,631,411 |
| OFFEROR: Falcon 24 Topco Limited (a company owned and controlled by Joshua Alliance) | ||
| Offeror identified: 07:00 17-Oct-2024 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Capital & Regional plc | ||
| Offer period commenced: 08:46 23-May-2024 | ||
| 10p ordinary | ISIN: GB00BL6XZ716 | NSI: 232,996,247 |
| OFFEROR: NewRiver REIT plc | ||
| Offeror identified: 08:46 23-May-2024 | ||
| Rule 2.6 deadline: N/A | ||
| 1p ordinary | ISIN: GB00BD7XPJ64 | NSI: 378,176,668 |
| OFFEREE: Digitalbox plc | ||
| Offer period commenced: 15:54 04-Oct-2024 | ||
| 1p ordinary | ISIN: GB00BJK9H642 | NSI: 117,923,393 |
| OFFEROR: No named offeror | ||
| OFFEREE: Direct Line Insurance Group plc | ||
| Offer period commenced: 17:53 27-Nov-2024 | ||
| 10 10/11p ordinary | ISIN: GB00BY9D0Y18 | NSI: 1,311,388,157 |
| Restricted Tier 1 Note | ISIN: XS1728036366 | GBP: 350,000,000 |
| OFFEROR: Aviva plc | ||
| Offeror identified: 17:53 27-Nov-2024 | ||
| Rule 2.6 deadline: 17:00 25-Dec-2024 | ||
| 32 17/19p ordinary | ISIN: GB00BPQY8M80 | NSI: 2,677,100,912 |
| OFFEREE: easyHotel Limited (See Note 9 below) | ||
| Offer period commenced: 18:19 15-Aug-2024 | ||
| 1p ordinary |
| NSI: 233,982,617 |
| OFFEROR: No named offeror | ||
| OFFEREE: Eckoh plc | ||
| Offer period commenced: 07:00 22-Aug-2024 | ||
| 0.25p ordinary | ISIN: GB0033359141 | NSI: 292,387,239 |
| OFFEROR: Eagle UK Bidco Limited (an indirect, wholly-owned subsidiary of certain funds managed by Bridgepoint Advisers II Limited) | ||
| Offeror identified: 07:00 30-Oct-2024 | ||
| 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: 190,371,498 |
| OFFEROR: A consortium comprising Embedded Finance Limited, TowerBrook Capital Partners (U.K.) LLP and J.C. Flowers & Co. LLC | ||
| Offeror identified: 09:57 20-Mar-2024 | ||
| Rule 2.6 deadline: 17:00 11-Dec-2024 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Good Energy Group plc | ||
| Offer period commenced: 07:00 28-Oct-2024 | ||
| 5p ordinary | ISIN: GB0033600353 | NSI: 18,506,399 |
| OFFEROR: Esyasoft Holding Limited | ||
| Offeror identified: 07:00 28-Oct-2024 | ||
| Rule 2.6 deadline: 17:00 23-Dec-2024 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Gusbourne plc | ||
| Offer period commenced: 07:00 22-Jul-2024 | ||
| 1p ordinary | ISIN: GB00B8TS4M09 | NSI: 60,859,341 |
| Warrant 16 December 2024 |
| NSI: 3,874,623 |
| OFFEROR: No named offeror | ||
| OFFEREE: Hargreaves Lansdown plc | ||
| Offer period commenced: 18:06 22-May-2024 | ||
| 0.4p ordinary | ISIN: GB00B1VZ0M25 | NSI: 474,318,625 |
| OFFEROR: Harp Bidco Limited (a newly formed company to be indirectly owned by CVC Private Equity Funds, Nordic Capital XI Delta, SCSp (acting through its general partner, Nordic Capital XI Delta GP SARL) and Platinum Ivy B 2018 RSC Limited) | ||
| Offeror identified: 18:06 22-May-2024 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Hummingbird Resources plc | ||
| Offer period commenced: 17:33 06-Nov-2024 | ||
| 1p ordinary | ISIN: GB00B60BWY28 | NSI: 811,308,990 |
| OFFEROR: Nioko Resources Corporation (a wholly-owned subsidiary of CIG SA) | ||
| Offeror identified: 17:33 06-Nov-2024 | ||
| Rule 2.6 deadline: 17:00 04-Dec-2024 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: International Distribution Services plc | ||
| Offer period commenced: 11:33 17-Apr-2024 | ||
| 1p ordinary | ISIN: GB00BDVZYZ77 | NSI: 958,293,475 |
| OFFEROR: EP UK Bidco Limited (a newly formed company owned indirectly by EP Corporate Group, a.s. and J&T Capital Partners, a.s.) | ||
| Offeror identified: 11:33 17-Apr-2024 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Learning Technologies Group plc | ||
| Offer period commenced: 16:01 27-Sep-2024 | ||
| 0.375p ordinary | ISIN: GB00B4T7HX10 | NSI: 792,167,233 |
| OFFEROR: GASC APF, L.P. and certain of its managed or advised funds (including Atlantic Park), accounts and/or affiliates (collectively, General Atlantic) | ||
| Offeror identified: 16:01 27-Sep-2024 | ||
| Rule 2.6 deadline: 17:00 06-Dec-2024 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Loungers plc | ||
| Offer period commenced: 07:01 28-Nov-2024 | ||
| 1p ordinary | ISIN: GB00BH4JR002 | NSI: 103,954,562 |
| OFFEROR: CF Exedra Bidco Limited (a newly formed company indirectly owned by funds and accounts managed or advised by affiliates of Fortress Investment Group, LLC) | ||
| Offeror identified: 07:01 28-Nov-2024 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: musicMagpie plc | ||
| Offer period commenced: 07:00 20-Nov-2023 | ||
| 1p ordinary | ISIN: GB00BKY4XG48 | NSI: 107,808,287 |
| OFFEROR: AO Ltd (a wholly-owned subsidiary of AO World plc) | ||
| Offeror identified: 07:00 02-Oct-2024 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: National World plc | ||
| Offer period commenced: 07:00 22-Nov-2024 | ||
| 0.1p ordinary | ISIN: GB00BJN5J635 | NSI: 267,663,987 |
| OFFEROR: Media Concierge (Holdings) Limited | ||
| Offeror identified: 07:00 22-Nov-2024 | ||
| Rule 2.6 deadline: 17:00 20-Dec-2024 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Ora Technology plc | ||
| Offer period commenced: 09:30 23-Aug-2024 | ||
| 0.1p ordinary | ISIN: GB00BP4YBY34 | NSI: 206,677,575 |
| OFFEROR: Kondor AI plc | ||
| Offeror identified: 09:30 23-Aug-2024 | ||
| Rule 2.6 deadline: 17:00 13-Dec-2024 | ||
| 0.1p ordinary | ISIN: GB00BRXKJ754 | NSI: 180,050,000 |
| OFFEREE: PRS REIT plc, The | ||
| Offer period commenced: 13:30 23-Oct-2024 | ||
| 1p ordinary | ISIN: GB00BF01NH51 | NSI: 549,251,458 |
| OFFEROR: No named offeror | ||
| OFFEREE: Renewi plc | ||
| Offer period commenced: 10:11 28-Nov-2024 | ||
| 100p ordinary | ISIN: GB00BNR4T868 | NSI: 80,559,470 |
| OFFEROR: Macquarie Asset Management (on behalf of one or more funds or entities managed by Macquarie Infrastructure and Real Assets (Europe) Limited and its affiliates and any relevant subsidiaries of such funds or entities) | ||
| Offeror identified: 10:11 28-Nov-2024 | ||
| Rule 2.6 deadline: 17:00 26-Dec-2024 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Smith (DS) plc | ||
| Offer period commenced: 10:16 08-Feb-2024 | ||
| 10p ordinary | ISIN: GB0008220112 | NSI: 1,380,501,852 |
| OFFEROR: International Paper Company | ||
| Offeror identified: 17:30 26-Mar-2024 | ||
| Rule 2.6 deadline: N/A | ||
| common stock | ISIN: US4601461035 | NSI: 347,323,080 |
| OFFEREE: Spirent Communications plc | ||
| Offer period commenced: 07:00 05-Mar-2024 | ||
| 3 1/3p ordinary | ISIN: GB0004726096 | NSI: 578,646,363 |
| ADR | ISIN: 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: TI Fluid Systems plc | ||
| Offer period commenced: 16:10 14-Sep-2024 | ||
| 1p ordinary | ISIN: GB00BYQB9V88 | NSI: 496,214,659 |
| OFFEROR: ABC Technologies Inc. | ||
| Offeror identified: 16:10 14-Sep-2024 | ||
| Rule 2.6 deadline: 17:00 29-Nov-2024 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Tissue Regenix Group plc | ||
| Offer period commenced: 16:36 04-Nov-2024 | ||
| 0.1p ordinary | ISIN: GB00BNTXR104 | NSI: 71,395,635 |
| OFFEROR: No named offeror | ||
| OFFEREE: Touchstar plc | ||
| Offer period commenced: 00:07 26-Sep-2024 | ||
| 5p ordinary | ISIN: GB00BD9YDB55 | NSI: 8,200,077 |
| OFFEROR: No named offeror | ||
| OFFEREE: Tritax EuroBox plc | ||
| Offer period commenced: 16:26 03-Jun-2024 | ||
| 1p ordinary | ISIN: GB00BG382L74 | NSI: 806,803,984 |
| OFFEROR: Titanium Ruth Bidco Limited (a newly formed company indirectly owned by one of Brookfield's real estate private funds) | ||
| Offeror identified: 16:26 03-Jun-2024 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: TT Electronics plc | ||
| Offer period commenced: 07:01 15-Nov-2024 | ||
| 25p ordinary | ISIN: GB0008711763 | NSI: 177,800,094 |
| OFFEROR: Volex plc | ||
| Offeror identified: 07:01 15-Nov-2024 | ||
| Rule 2.6 deadline: 17:00 13-Dec-2024 | ||
| 25p ordinary | ISIN: GB0009390070 | NSI: 181,651,108 |
| 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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