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REG - Takeover Panel - Disclosure Table

RNS Number : 3530P Takeover Panel 21 May 2024  

THE TAKEOVER PANEL - DISCLOSURE TABLE

21 May 2024 - FINAL

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

ADDITIONS

None

DELETIONS

None

OTHER AMENDMENTS

None

DISCLOSURE TABLE

OFFEREE: Accrol Group Holdings plc

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

0.1p ordinary

ISIN: GB00BZ6VT592

NSI: 318,878,097

OFFEROR: Navigator Paper UK Limited (an indirect wholly owned subsidiary of The Navigator Company, S.A.)

Offeror identified: 07:00 22-Mar-2024

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: Advanced Oncotherapy plc

Offer period commenced: 07:00 18-Apr-2023

25p ordinary

ISIN: GB00BD6SX109

NSI: 542,573,869

Senior secured fixed rate convertible loan notes 11 January 2024

NSI: 6,379,725

OFFEROR: No named offeror

OFFEREE: Alpha Financial Markets Consulting plc

Offer period commenced: 10:45 01-May-2024

0.075p ordinary

ISIN: GB00BF16C058

NSI: 122,009,736

OFFEROR: Bridgepoint Advisers Limited

Offeror identified: 10:45 01-May-2024

Rule 2.6 deadline: 17:00 29-May-2024

Disclosure of dealings and positions in this offeror is not required

OFFEROR: Cinven Limited

Offeror identified: 10:45 01-May-2024

Rule 2.6 deadline: 17:00 29-May-2024

Disclosure of dealings and positions in this offeror is not required

OFFEREE: Anglo American plc

Offer period commenced: 23:44 24-Apr-2024

USD 0.54945 ordinary

ISIN: GB00B1XZS820

NSI: 1,337,577,913

ADR

ISIN: US03485P3001

OFFEROR: BHP Group Limited

Offeror identified: 23:44 24-Apr-2024

Rule 2.6 deadline: 17:00 22-May-2024

Ordinary NPV

ISIN: AU000000BHP4

NSI: 5,071,530,817

ADR

ISIN: US0886061086

OFFEREE: Balanced Commercial Property Trust Limited

Offer period commenced: 07:00 15-Apr-2024

1p ordinary

ISIN: GG00B4ZPCJ00

NSI: 701,550,187

OFFEROR: No named offeror

OFFEREE: Benchmark Holdings plc

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

0.1p ordinary

ISIN: GB00BGHPT808

NSI: 739,751,355

OFFEROR: No named offeror

OFFEREE: Cykel AI plc

Offer period commenced: 08:00 19-Jan-2024

0.1p ordinary

ISIN: GB00BPTJZN05

NSI: 205,183,350

Warrants 1p 25/10/2026

NSI: 48,000,000

Warrants 3p 25/10/2028

NSI: 11,385,170

OFFEROR: Mustang Energy plc

Offeror identified: 08:00 19-Jan-2024

Rule 2.6 deadline: N/A

0.1p ordinary

ISIN: GB00BJ9MHH56

NSI: 12,161,966

Warrants 30p 15/11/2024

NSI: 636,986

Unsecured Convertible Loan Notes 31/5/24

GBP: 200,000

OFFEREE: Darktrace plc

Offer period commenced: 08:11 26-Apr-2024

1p ordinary

ISIN: GB00BNYK8G86

NSI: 700,396,071

OFFEROR: Luke Bidco Limited (a newly-formed company indirectly wholly-owned by funds managed and/or advised by Thoma Bravo, L.P.)

Offeror identified: 08:11 26-Apr-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: 187,627,898

OFFEROR: Madison Dearborn Partners, LLC

Offeror identified: 13:39 01-Nov-2023

Rule 2.6 deadline: 17:00 12-Jun-2024

Disclosure of dealings and positions in this offeror is not required

OFFEROR: A consortium comprising Embedded Finance Limited and TowerBrook Capital Partners (U.K.) LLP

Offeror identified: 09:57 20-Mar-2024

Rule 2.6 deadline: 17:00 12-Jun-2024

Disclosure of dealings and positions in this offeror is not required

OFFEREE: FireAngel Safety Technology Group plc

Offer period commenced: 07:02 06-Jun-2023

2p ordinary

ISIN: GB0030508757

NSI: 302,321,822

Warrant 3p June 2026

NSI: 60,355,529

OFFEROR: Intelligent Safety Electronics Pte. Ltd (a company incorporated in Singapore and wholly-owned by Siterwell Electronics Co., Ltd)

Offeror identified: 07:00 27-Oct-2023

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: GCP Asset Backed Income Fund Limited

Offer period commenced: 07:00 13-Dec-2023

NPV ordinary

ISIN: JE00BYXX8B08

NSI: 425,626,059

OFFEROR: No named offeror

OFFEREE: Gresham Technologies plc

Offer period commenced: 07:00 09-Apr-2024

5p ordinary

ISIN: GB0008808825

NSI: 83,874,458

OFFEROR: Alliance Bidco Ltd (a company owned indirectly by funds managed or advised by STG Partners, LLC)

Offeror identified: 07:00 09-Apr-2024

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: Hipgnosis Songs Fund Limited

Offer period commenced: 07:00 18-Apr-2024

ordinary

ISIN: GG00BFYT9H72

NSI: 1,209,214,286

OFFEROR: Lyra Bidco Limited (a company indirectly wholly-owned by investment funds advised by affiliates of Blackstone Inc.)

Offeror identified: 13:57 20-Apr-2024

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: International Distributions Services plc

Offer period commenced: 11:33 17-Apr-2024

1p ordinary

ISIN: GB00BDVZYZ77

NSI: 958,293,475

OFFEROR: EP Corporate Group a.s.

Offeror identified: 11:33 17-Apr-2024

Rule 2.6 deadline: 17:00 29-May-2024

Disclosure of dealings and positions in this offeror is not required

OFFEREE: IQGeo Group plc

Offer period commenced: 10:28 14-May-2024

2p ordinary

ISIN: GB00B3NCXX73

NSI: 61,723,156

OFFEROR: Geologist Bidco Limited (a newly formed company wholly-owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates)

Offeror identified: 10:28 14-May-2024

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: Keywords Studios plc

Offer period commenced: 23:04 18-May-2024

1p ordinary

ISIN: GB00BBQ38507

NSI: 79,551,831

OFFEROR: EQT Group

Offeror identified: 23:04 18-May-2024

Rule 2.6 deadline: 17:00 15-Jun-2024

Disclosure of dealings and positions in this offeror is not required

OFFEREE: Lakes Distillery Company plc, The (See Note 9 below)

Offer period commenced: 09:00 02-Apr-2024

2p ordinary

NSI: 37,894,799

OFFEROR: Nyetimber Wines and Spirits Group Limited

Offeror identified: 09:00 02-Apr-2024

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: Libertine Holdings plc

Offer period commenced: 07:00 29-Apr-2024

0.1p ordinary

ISIN: GB00BN6PSG15

NSI: 139,219,010

OFFEROR: No named offeror

OFFEREE: Lok'n Store Group plc

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

1p ordinary

ISIN: GB0007276115

NSI: 32,897,949

OFFEROR: Shurgard Self Storage Ltd

Offeror identified: 07:00 11-Apr-2024

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: Mattioli Woods plc

Offer period commenced: 07:00 08-Mar-2024

1p ordinary

ISIN: GB00B0MT3Y97

NSI: 52,010,569

OFFEROR: Tiger Bidco Limited (a wholly-owned subsidiary of investment vehicles advised and managed by Pollen Street Capital Limited)

Offeror identified: 07:00 08-Mar-2024

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: Mission Group plc, The

Offer period commenced: 10:00 12-May-2024

10p ordinary

ISIN: GB00B11FD453

NSI: 92,238,119

OFFEROR: Brave Bison Group plc

Offeror identified: 10:00 12-May-2024

Rule 2.6 deadline: 17:00 09-Jun-2024

1p ordinary

ISIN: GB00BF8HJ774

NSI: 1,288,147,280

OFFEREE: musicMagpie plc

Offer period commenced: 07:00 20-Nov-2023

1p ordinary

ISIN: GB00BKY4XG48

NSI: 107,808,287

OFFEROR: No named offeror

OFFEREE: Network International Holdings plc

Offer period commenced: 14:05 13-Apr-2023

10p ordinary

ISIN: GB00BH3VJ782

NSI: 532,748,593

OFFEROR: BCP VI Neptune Bidco Holdings Limited (an entity indirectly owned by Brookfield Business Partners together with private equity funds managed and/or advised by affiliates of Brookfield Asset Management Ltd)

Offeror identified: 07:00 21-Apr-2023

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: Redrow plc

Offer period commenced: 07:01 07-Feb-2024

10.5p ordinary

ISIN: GB00BG11K365

NSI: 330,770,245

OFFEROR: Barratt Developments plc

Offeror identified: 07:01 07-Feb-2024

Rule 2.6 deadline: N/A

10p ordinary

ISIN: GB0000811801

NSI: 974,592,261

OFFEREE: Renalytix plc

Offer period commenced: 07:00 04-Mar-2024

0.25p ordinary

ISIN: GB00BYWL4Y04

NSI: 154,368,191

ADS

ISIN: US75973T1016

OFFEROR: No named offeror

OFFEREE: Revolution Bars Group plc

Offer period commenced: 07:00 26-Mar-2024

0.1p ordinary

ISIN: GB00BVDPPV41

NSI: 230,048,520

OFFEROR: Nightcap plc

Offeror identified: 07:00 02-May-2024

Rule 2.6 deadline: 17:00 30-May-2024

1p ordinary

ISIN: GB00BLKGVD49

NSI: 234,550,656

OFFEREE: Smith (DS) plc

Offer period commenced: 10:16 08-Feb-2024

10p ordinary

ISIN: GB0008220112

NSI: 1,379,431,246

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: Viavi Solutions Acquisitions Limited (a company indirectly owned by Viavi Solutions Inc.)

Offeror identified: 07:00 05-Mar-2024

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

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: STM Group plc

Offer period commenced: 07:00 11-Jul-2023

0.1p ordinary

ISIN: IM00B1S9KY98

NSI: 59,408,088

OFFEROR: Jambo SRC Limited

Offeror identified: 07:00 11-Jul-2023

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: TClarke plc

Offer period commenced: 07:00 16-Apr-2024

10p ordinary

ISIN: GB0002015021

NSI: 52,877,376

OFFEROR: Regent Acquisitions Limited

Offeror identified: 07:00 16-Apr-2024

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: Trinity Exploration & Production plc

Offer period commenced: 07:00 01-May-2024

USD 0.01 ordinary

ISIN: GB00BN7CJ686

NSI: 38,802,994

OFFEROR: Touchstone Exploration Inc.

Offeror identified: 07:00 01-May-2024

Rule 2.6 deadline: N/A

Common NPV

ISIN: CA89156L1085

NSI: 234,212,726

OFFEREE: Tyman plc

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

5p ordinary

ISIN: GB00B29H4253

NSI: 196,322,249

OFFEROR: Quanex Building Products Corporation

Offeror identified: 07:00 22-Apr-2024

Rule 2.6 deadline: N/A

Common

ISIN: US7476191041

NSI: 33,111,593

OFFEREE: Virgin Money UK plc

Offer period commenced: 07:00 07-Mar-2024

10p ordinary

ISIN: GB00BD6GN030

NSI: 1,296,472,686

CDI

ISIN: AU0000064966

OFFEROR: Nationwide Building Society

Offeror identified: 07:00 07-Mar-2024

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEREE: Wood Group (John) plc

Offer period commenced: 12:16 08-May-2024

4 2/7p ordinary

ISIN: GB00B5N0P849

NSI: 691,839,369

OFFEROR: Dar Al-Handasah Consultants Shair and Partners Holdings Ltd

Offeror identified: 12:16 08-May-2024

Rule 2.6 deadline: 17:00 05-Jun-2024

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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