Source - LSE Regulatory
RNS Number : 1856R
Takeover Panel
23 December 2024
 

THE TAKEOVER PANEL - DISCLOSURE TABLE

 

23 December 2024 - FINAL

 

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

 

ADDITIONS

 

None

 

DELETIONS

 

None

 

OTHER AMENDMENTS

 

OFFEREE: Gusbourne plc

Offer period commenced: 07:00 22-Jul-2024

1p ordinary

ISIN: GB00B8TS4M09

NSI: 60,863,311

OFFEROR: No named offeror

 

OFFEREE: Loungers plc

Offer period commenced: 07:01 28-Nov-2024

1p ordinary

ISIN: GB00BH4JR002

NSI: 103,960,391

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

 

DISCLOSURE TABLE

 

OFFEREE: Aquis Exchange plc

Offer period commenced: 07:00 11-Nov-2024

10p ordinary

ISIN: GB00BD5JNK30

NSI: 27,602,531

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: Brand Architekts Group plc

Offer period commenced: 07:00 05-Dec-2024

5p ordinary

ISIN: GB0008667304

NSI: 27,943,180

OFFEROR: Warpaint London plc

Offeror identified: 07:00 05-Dec-2024

Rule 2.6 deadline: N/A

25p ordinary

ISIN: GB00BYMF3676

NSI: 80,683,899

 

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: Condor Gold plc

Offer period commenced: 18:21 01-Dec-2024

0.1p ordinary

ISIN: GB00B8225591

NSI: 204,542,778

warrant

 

NSI: 5,803,570

OFFEROR: Metals Exploration plc

Offeror identified: 18:21 01-Dec-2024

Rule 2.6 deadline: N/A

0.01p ordinary

ISIN: GB00B0394F60

NSI: 1,728,216,415

 

OFFEREE: De La Rue plc

Offer period commenced: 15:36 12-Dec-2024

44 152/175p ordinary

ISIN: GB00B3DGH821

NSI: 196,098,345

OFFEROR: Disruptive Capital GP Limited and Pension SuperFund Capital entities

Offeror identified: 15:36 12-Dec-2024

Rule 2.6 deadline: 17:00 09-Jan-2025

Disclosure of dealings and positions in this offeror is not required

 

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: N/A

32 17/19p ordinary

ISIN: GB00BPQY8M80

NSI: 2,677,646,728

ADR

ISIN: US05382A3023

 

 

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: Alakazam Holdings BidCo Limited (a newly-incorporated company to be indirectly wholly-owned by a consortium comprising (i) the TowerBrook Funds (ii) the J.C. Flowers Funds and (iii) the Railsr Shareholders

Offeror identified: 09:57 20-Mar-2024

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

 

OFFEREE: Equipmake Holdings plc

Offer period commenced: 07:01 06-Dec-2024

0.01p ordinary

ISIN: GB00BMBVXB73

NSI: 1,120,074,565

OFFEROR: No named offeror

 

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 20-Jan-2025

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: 60,863,311

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: N/A

Disclosure of dealings and positions in this offeror is not required

 

OFFEREE: Intelligent Ultrasound Group plc

Offer period commenced: 07:00 19-Dec-2024

1p ordinary

ISIN: GB00BN791Q39

NSI: 327,189,921

OFFEROR: Surgical Science Sweden AB

Offeror identified: 07:00 19-Dec-2024

Rule 2.6 deadline: N/A

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: 792,487,893

OFFEROR: Leopard UK Bidco Limited (a newly formed company owned by funds managed by GASC APF, L.P. and certain of its managed funds (including Atlantic Park), accounts and/or affiliates)

Offeror identified: 16:01 27-Sep-2024

Rule 2.6 deadline: N/A

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: 103,960,391

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: National World plc

Offer period commenced: 07:00 22-Nov-2024

0.1p ordinary

ISIN: GB00BJN5J635

NSI: 267,663,987

OFFEROR: Neo Media Publishing Limited (a newly-incorporated company wholly-owned by Media Concierge (Holdings) Limited)

Offeror identified: 07:00 22-Nov-2024

Rule 2.6 deadline: N/A

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: 209,870,075

OFFEROR: Kondor AI plc

Offeror identified: 09:30 23-Aug-2024

Rule 2.6 deadline: 17:00 10-Jan-2025

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 23-Jan-2025

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: 1,380,505,661

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 Acquisitions Limited (a newly-formed company wholly-owned by ABC Technologies)

Offeror identified: 16:10 14-Sep-2024

Rule 2.6 deadline: N/A

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

 

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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