Source - LSE Regulatory
RNS Number : 0760G
Takeover Panel
20 November 2020
 

 

THE TAKEOVER PANEL - DISCLOSURE TABLE

 

20 November 2020 - FINAL



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



ADDITIONS



OFFEREE: Telit Communications plc

Offer period commenced: 07:00 03-Nov-2020

1p ordinary

ISIN: GB00B06GM726

NSI: 133,032,294

OFFEROR: u-blox Holding AG

Offeror identified: 07:00 20-Nov-2020

Rule 2.6 deadline: 17:00 18-Dec-2020

Ordinary

ISIN: CH0033361673

NSI: 7,114,839



DELETIONS



None



OTHER AMENDMENTS



OFFEREE: Mulberry Group plc

Offer period commenced: 09:18 19-Nov-2020

5p ordinary

ISIN: GB0006094303

NSI: 60,077,458

OFFEROR: Frasers Group plc

Offeror identified: 09:18 19-Nov-2020

Rule 2.6 deadline: 17:00 17-Dec-2020

Disclosure of dealings and positions in this offeror is not required



DISCLOSURE TABLE



OFFEREE: AA plc

Offer period commenced: 07:00 04-Aug-2020

0.1p ordinary

ISIN: GB00BMSKPJ95

NSI: 623,347,269

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

Warburg Pincus International LLC

Offeror identified: 07:45 24-Sep-2020

Rule 2.6 deadline: 17:00 24-Nov-2020

Disclosure of dealings and positions in this offeror is not required



OFFEREE: ADVANZ PHARMA Corp. Limited (See Note 9 below)

Offer period commenced: 12:08 23-Oct-2020

Limited voting NPV

ISIN: JE00BJVH6L55

NSI: 48,913,490

Class A NPV


NSI: 1,000

Class B NPV


NSI: 1,000

OFFEROR: No named offeror



OFFEREE: Alternative Credit Investments plc

Offer period commenced: 07:00 25-Feb-2020

1p ordinary

ISIN: GB00BLP57Y95

NSI: 73,467,261

OFFEROR: Waterfall EIT UK Limited (a newly formed company owned by funds

managed by Waterfall Asset Management, LLC.)

Offeror identified: 07:00 25-Feb-2020

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Best of the Best plc

Offer period commenced: 07:00 17-Jun-2020

5p ordinary

ISIN: GB00B16S3505

NSI: 9,377,253

OFFEROR: No named offeror



OFFEREE: Codemasters Group Holdings plc

Offer period commenced: 16:17 06-Nov-2020

1p ordinary

ISIN: GB00BFWZ2G72

NSI: 152,411,266

OFFEROR: Take-Two Interactive Software, Inc

Offeror identified: 16:17 06-Nov-2020

Rule 2.6 deadline: N/A

Common stock

ISIN: US8740541094

NSI: 115,021,547



OFFEREE: Countrywide plc

Offer period commenced: 07:00 09-Nov-2020

1p ordinary

ISIN: GB00BK5V9445

NSI: 32,826,068

OFFEROR: Connells Limited

Offeror identified: 07:00 09-Nov-2020

Rule 2.6 deadline: 17:00 07-Dec-2020

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Elementis plc

Offer period commenced: 07:51 12-Nov-2020

5p ordinary

ISIN: GB0002418548

NSI: 580,801,241

OFFEROR: Minerals Technologies Inc.

Offeror identified: 07:51 12-Nov-2020

Rule 2.6 deadline: 17:00 10-Dec-2020

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Eurasia Mining plc

Offer period commenced: 07:00 01-Jul-2020

0.1p ordinary

ISIN: GB0003230421

NSI: 2,724,774,624

OFFEROR: No named offeror



OFFEREE: G4S plc

Offer period commenced: 11:00 14-Sep-2020

25p ordinary

ISIN: GB00B01FLG62

NSI: 1,551,594,436

OFFEROR: Fleming Capital Securities, Inc. (a wholly-owned subsidiary of

Garda World Security Corporation)

Offeror identified: 11:00 14-Sep-2020

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEROR: Allied Universal Security Services LLC

Offeror identified: 13:08 09-Oct-2020

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

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Gfinity plc

Offer period commenced: 08:55 09-Oct-2020

0.1p ordinary

ISIN: GB00BT9QD572

NSI: 785,513,252

OFFEROR: No named offeror



OFFEREE: Horizon Discovery Group plc

Offer period commenced: 07:00 02-Nov-2020

1p ordinary

ISIN: GB00BK8FL363

NSI: 158,252,195

OFFEROR: PerkinElmer (UK) Holdings Limited (a wholly-owned subsidiary of

PerkinElmer, Inc.)

Offeror identified: 07:00 02-Nov-2020

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: KAZ Minerals plc

Offer period commenced: 07:40 28-Oct-2020

20p ordinary

ISIN: GB00B0HZPV38

NSI: 472,462,495

OFFEROR: Nova Resources B.V. (a company indirectly owned by joint offerors

(i) Oleg Novachuk and (ii) Vladimir Kim)

Offeror identified: 07:40 28-Oct-2020

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: LiDCO Group plc

Offer period commenced: 07:00 02-Nov-2020

0.5p ordinary

ISIN: GB0030546849

NSI: 244,174,908

OFFEROR: Masimo LHC Limited (a newly incorporated company indirectly and

wholly owned by Masimo Corporation)

Offeror identified: 07:00 02-Nov-2020

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: McCarthy & Stone plc

Offer period commenced: 07:00 23-Oct-2020

8p ordinary

ISIN: GB00BYNVD082

NSI: 537,766,920

OFFEROR: Mastiff Bidco Limited (a company indirectly wholly-owned by Lone

Star Real Estate Fund VI)

Offeror identified: 07:00 23-Oct-2020

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Microsaic Systems plc

Offer period commenced: 07:00 29-Jul-2020

0.25p ordinary

ISIN: GB00B547ZY09

NSI: 456,365,146

OFFEROR: No named offeror



OFFEREE: Mulberry Group plc

Offer period commenced: 09:18 19-Nov-2020

5p ordinary

ISIN: GB0006094303

NSI: 60,077,458

OFFEROR: Frasers Group plc

Offeror identified: 09:18 19-Nov-2020

Rule 2.6 deadline: 17:00 17-Dec-2020

Disclosure of dealings and positions in this offeror is not required



OFFEREE: NAHL Group plc

Offer period commenced: 07:00 23-Sep-2020

0.25p ordinary

ISIN: GB00BM7S2W63

NSI: 46,240,222

OFFEROR: Frenkel Topping Group plc

Offeror identified: 07:00 23-Sep-2020

Rule 2.6 deadline: 17:00 16-Dec-2020

0.5p ordinary

ISIN: GB00B01YXQ71

NSI: 108,051,641



OFFEREE: RSA Insurance Group plc

Offer period commenced: 16:42 05-Nov-2020

100p ordinary

ISIN: GB00BKKMKR23

NSI: 1,034,652,739

ADR

ISIN: US74971A2069


OFFEROR: Regent Bidco Limited (a wholly-owned subsidiary of Intact

Financial Corporation)

Offeror identified: 16:42 05-Nov-2020

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Sportech plc

Offer period commenced: 19:27 05-Nov-2020

20p ordinary

ISIN: GB00B28ZPV64

NSI: 188,751,257

OFFEROR: Standard General L.P.

Offeror identified: 19:27 05-Nov-2020

Rule 2.6 deadline: 17:00 03-Dec-2020

Disclosure of dealings and positions in this offeror is not required



OFFEREE: TalkTalk Telecom Group plc

Offer period commenced: 07:55 08-Oct-2020

0.1p ordinary

ISIN: GB00B4YCDF59

NSI: 1,146,269,670

OFFEROR: Toscafund Asset Management LLP

Offeror identified: 07:55 08-Oct-2020

Rule 2.6 deadline: 17:00 03-Dec-2020

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Telit Communications plc

Offer period commenced: 07:00 03-Nov-2020

1p ordinary

ISIN: GB00B06GM726

NSI: 133,032,294

OFFEROR: DBAY Advisors Limited

Offeror identified: 07:00 03-Nov-2020

Rule 2.6 deadline: 17:00 01-Dec-2020

Disclosure of dealings and positions in this offeror is not required

OFFEROR: Lantronix Inc.

Offeror identified: 07:00 03-Nov-2020

Rule 2.6 deadline: 17:00 01-Dec-2020

USD 0.001 common stock

ISIN: US5165482036

NSI: 27,958,802

OFFEROR: u-blox Holding AG

Offeror identified: 07:00 20-Nov-2020

Rule 2.6 deadline: 17:00 18-Dec-2020

Ordinary

ISIN: CH0033361673

NSI: 7,114,839



OFFEREE: Urban&Civic plc

Offer period commenced: 07:09 06-Nov-2020

20p ordinary

ISIN: GB00BKT04W07

NSI: 145,179,582

OFFEROR: The Wellcome Trust Limited (as trustee of the Wellcome Trust)

Offeror identified: 07:09 06-Nov-2020

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Volga Gas plc

Offer period commenced: 07:00 07-Apr-2020

1p ordinary

ISIN: GB00B1VN4809

NSI: 80,818,452

OFFEROR: GEM Capital Holdings (CY) Ltd

Offeror identified: 07:00 16-Nov-2020

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: William Hill plc

Offer period commenced: 13:08 25-Sep-2020

10p ordinary

ISIN: GB0031698896

NSI: 1,049,739,336

OFFEROR: Caesars UK Holdings Limited (a wholly-owned subsidiary of Caesars

Entertainment, Inc.)

Offeror identified: 13:08 25-Sep-2020

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 5210


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

 

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