Source - LSE Regulatory
RNS Number : 1482G
Takeover Panel
22 July 2021
 

 

THE TAKEOVER PANEL - DISCLOSURE TABLE

 

22 July 2021



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



ADDITIONS



OFFEREE: Restore plc

Offer period commenced: 07:00 22-Jul-2021

5p ordinary

ISIN: GB00B5NR1S72

NSI: 136,674,067

OFFEROR: Marlowe plc

Offeror identified: 07:00 22-Jul-2021

Rule 2.6 deadline: 17:00 19-Aug-2021

50p ordinary

ISIN: GB00BD8SLV43

NSI: 77,123,772



DELETIONS



None



OTHER AMENDMENTS



OFFEREE: Avast plc

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

10p ordinary

ISIN: GB00BDD85M81

NSI: 1,031,714,334

OFFEROR: NortonLifeLock Inc.

Offeror identified: 22:23 14-Jul-2021

Rule 2.6 deadline: 17:00 11-Aug-2021

USD 0.01 common

ISIN: US6687711084

NSI: 581,268,447

2.000% Senior Unsecured Convertible Notes August 2022

ISIN: US668771AA66

USD: 625,000,000



OFFEREE: Ultra Electronics Holdings plc

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

5p ordinary

ISIN: GB0009123323

NSI: 71,241,044

OFFEROR: Cobham Group

Offeror identified: 16:23 25-Jun-2021

Rule 2.6 deadline: 17:00 23-Jul-2021

Disclosure of dealings and positions in this offeror is not required



DISCLOSURE TABLE



OFFEREE: Aggreko plc (See Note 10 below)

Offer period commenced: 14:42 05-Feb-2021

4 329/395 p ordinary

ISIN: GB00BK1PTB77

NSI: 256,128,662

OFFEROR: Albion Acquisitions Limited (a newly formed company owned by funds

managed by I Squared Capital Advisors (US) LLC and  investment funds managed by TDR Capital LLP)

Offeror identified: 14:42 05-Feb-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Anexo Group plc

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

0.05p ordinary

ISIN: GB00BF2G3L29

NSI: 116,000,000

OFFEROR: Funds managed by DBAY Advisors Limited, Alan Sellers and Samantha

Moss

Offeror identified: 07:00 23-Jun-2021

Rule 2.6 deadline: 17:00 18-Aug-2021

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Arrow Global Group plc (See Note 10 below)

Offer period commenced: 07:36 08-Feb-2021

1p ordinary

ISIN: GB00BDGTXM47

NSI: 177,400,606

OFFEROR: Sherwood Acquisitions Limited (a newly-formed company owned by

investment funds managed by TDR Capital LLP)

Offeror identified: 07:36 08-Feb-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Audioboom Group plc

Offer period commenced: 07:00 19-Jul-2021

Ordinary NPV

ISIN: JE00BJYJFG60

NSI: 15,693,105

OFFEROR: All Active Asset Capital Limited

Offeror identified: 07:00 19-Jul-2021

Rule 2.6 deadline: 17:00 16-Aug-2021

Ordinary NPV

ISIN: VGG017801082

NSI: 1,029,398,988



OFFEREE: Augean plc

Offer period commenced: 07:00 27-May-2021

1p ordinary

ISIN: GB00B02H2F76

NSI: 104,971,924

OFFEROR: Morgan Stanley Infrastructure Inc.

Offeror identified: 07:00 27-May-2021

Rule 2.6 deadline: 17:00 19-Aug-2021

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Avast plc

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

10p ordinary

ISIN: GB00BDD85M81

NSI: 1,031,714,334

OFFEROR: NortonLifeLock Inc.

Offeror identified: 22:23 14-Jul-2021

Rule 2.6 deadline: 17:00 11-Aug-2021

USD 0.01 common

ISIN: US6687711084

NSI: 581,268,447

2.000% Senior Unsecured Convertible Notes August 2022

ISIN: US668771AA66

USD: 625,000,000



OFFEREE: Bacanora Lithium plc

Offer period commenced: 12:19 06-May-2021

10p ordinary

ISIN: GB00BD20C246

NSI: 384,144,901

OFFEROR: Ganfeng International Trading (Shanghai) Limited

Offeror identified: 12:19 06-May-2021

Rule 2.6 deadline: 17:00 29-Jul-2021

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Cambria Automobiles plc (See Note 10 below)

Offer period commenced: 07:00 22-Mar-2021

10p ordinary

ISIN: GB00B4R32X65

NSI: 100,000,000

OFFEROR: Cambria Bidco Limited (a company ultimately owned and controlled

by Mark Lavery)

Offeror identified: 07:00 22-Mar-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Daily Mail and General Trust plc

Offer period commenced: 07:00 12-Jul-2021

12.5p A Non-Voting

ISIN: GB00BJQZC279

NSI: 210,798,306

12.5p Voting


NSI: 19,890,364

OFFEROR: Rothermere Continuation Limited

Offeror identified: 07:00 12-Jul-2021

Rule 2.6 deadline: 17:00 09-Aug-2021

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Dialog Semiconductor plc (See Note 10 below)

Offer period commenced: 14:05 07-Feb-2021

10p ordinary

ISIN: GB0059822006

NSI: 71,268,687

OFFEROR: Renesas Electronics Corporation

Offeror identified: 14:05 07-Feb-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Equiniti Group plc (See Note 10 below)

Offer period commenced: 07:00 19-Apr-2021

0.1p ordinary

ISIN: GB00BYWWHR75

NSI: 367,757,084

OFFEROR: Earth Private Holdings Limited (a newly-formed company owned by

funds managed or advised by Siris Capital Group, LLC)

Offeror identified: 07:00 19-Apr-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: French Connection Group plc

Offer period commenced: 07:00 05-Feb-2021

1p ordinary

ISIN: GB0033764746

NSI: 96,612,934

OFFEROR: Go Global Retail in conjunction with HMJ International Services Ltd

Offeror identified: 07:00 05-Feb-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Gamesys Group plc (See Note 10 below)

Offer period commenced: 12:23 24-Mar-2021

10p ordinary

ISIN: GB00BZ14BX56

NSI: 109,721,516

Warrant


NSI: 1

OFFEROR: Bally's Corporation (and Premier Entertainment Sub, LLC an

indirect wholly-owned subsidiary)

Offeror identified: 12:23 24-Mar-2021

Rule 2.6 deadline: N/A

USD 0.01 common

ISIN: US05875B1061

NSI: 42,459,524



OFFEREE: GCP Student Living plc

Offer period commenced: 17:08 02-Jul-2021

1p ordinary

ISIN: GB00B8460Z43

NSI: 455,019,030

OFFEROR: Gemini Jersey JV L.P. (a newly formed vehicle owned, directly or

indirectly, by joint offerors Scape Living plc and iQSA Holdco Limited)

Offeror identified: 17:08 02-Jul-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Good Energy Group plc

Offer period commenced: 07:00 12-Jul-2021

5p ordinary

ISIN: GB0033600353

NSI: 16,643,067

OFFEROR: Ecotricity Group Limited

Offeror identified: 07:00 12-Jul-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: GYG plc

Offer period commenced: 16:36 09-Apr-2021

0.2p ordinary

ISIN: GB00BZ4FM652

NSI: 46,615,500

OFFEROR: Harwood Capital LLP

Offeror identified: 16:36 09-Apr-2021

Rule 2.6 deadline: 17:00 23-Jul-2021

Disclosure of dealings and positions in this offeror is not required



OFFEREE: John Laing Group plc (See Note 10 below)

Offer period commenced: 14:01 06-May-2021

10p ordinary

ISIN: GB00BVC3CB83

NSI: 493,870,636

OFFEROR: Aqueduct Bidco Limited (a newly formed company owned by funds

advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates)

Offeror identified: 14:01 06-May-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Proactis Holdings plc (See Note 10 below)

Offer period commenced: 16:00 30-Apr-2021

10p ordinary

ISIN: GB00B13GSS58

NSI: 95,532,628

OFFEROR: Cafe Bidco Limited (a company to be indirectly owned by joint

offerors: (i) investment funds advised and managed by Pollen Street Capital Limited; and (ii) investment funds advised and managed by DBAY Advisors Limited)

Offeror identified: 07:00 11-Jun-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Restore plc

Offer period commenced: 07:00 22-Jul-2021

5p ordinary

ISIN: GB00B5NR1S72

NSI: 136,674,067

OFFEROR: Marlowe plc

Offeror identified: 07:00 22-Jul-2021

Rule 2.6 deadline: 17:00 19-Aug-2021

50p ordinary

ISIN: GB00BD8SLV43

NSI: 77,123,772



OFFEREE: Sanne Group plc

Offer period commenced: 07:00 14-May-2021

1p ordinary

ISIN: JE00BVRZ8S85

NSI: 162,178,754

OFFEROR: Cinven Limited

Offeror identified: 07:00 14-May-2021

Rule 2.6 deadline: 17:00 09-Jul-2021

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Sigma Capital Group plc (See Note 10 below)

Offer period commenced: 07:00 11-Jun-2021

1p ordinary

ISIN: GB0004225073

NSI: 89,658,666

OFFEROR: Six Bidco Limited (a wholly-owned indirect subsidiary of

investment funds managed by PineBridge Benson Elliot LLP)

Offeror identified: 07:00 11-Jun-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: St. Modwen Properties plc (See Note 10 below)

Offer period commenced: 07:00 07-May-2021

10p ordinary

ISIN: GB0007291015

NSI: 222,626,988

OFFEROR: Brighton Bidco Limited (a newly formed company indirectly owned by

investment funds advised by Blackstone)

Offeror identified: 07:00 07-May-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Sumo Group plc

Offer period commenced: 07:00 19-Jul-2021

1p ordinary

ISIN: GB00BD3HV384

NSI: 171,463,123

OFFEROR: Sixjoy Hong Kong Limited (an indirect subsidiary of Tencent

Holdings Limited)

Offeror identified: 07:00 19-Jul-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Telit Communications plc (See Note 10 below)

Offer period commenced: 07:00 18-Mar-2021

1p ordinary

ISIN: GB00B06GM726

NSI: 134,389,782

OFFEROR: Trieste Acquisitions Holding Limited

Offeror identified: 07:00 18-Mar-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Tricorn Group plc

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

10p ordinary

ISIN: GB0009716340

NSI: 49,219,285

OFFEROR: No named offeror



OFFEREE: Ultra Electronics Holdings plc

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

5p ordinary

ISIN: GB0009123323

NSI: 71,241,044

OFFEROR: Cobham Group

Offeror identified: 16:23 25-Jun-2021

Rule 2.6 deadline: 17:00 23-Jul-2021

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Vectura Group plc (See Note 10 below)

Offer period commenced: 07:00 26-May-2021

0.0271p ordinary

ISIN: GB00BKM2MW97

NSI: 599,485,373

OFFEROR: Murano Bidco Limited (a newly formed company indirectly controlled

by funds managed by Carlyle Europe Partners V)

Offeror identified: 07:00 26-May-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEROR: PMI Global Services Inc. (a wholly owned direct subsidiary of

Philip Morris International Inc.)

Offeror identified: 07:00 09-Jul-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Watchstone Group plc (See Note 10 below)

Offer period commenced: 14:18 01-Jul-2021

10p ordinary

ISIN: GB00BYNBFN51

NSI: 46,038,333

OFFEROR: Polygon Global Partners LLP

Offeror identified: 14:18 01-Jul-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Wm Morrison Supermarkets plc

Offer period commenced: 15:30 19-Jun-2021

10p ordinary

ISIN: GB0006043169

NSI: 2,417,425,434

OFFEROR: Clayton, Dubilier & Rice, LLC as manager of Clayton, Dubilier &

Rice Funds XI

Offeror identified: 15:30 19-Jun-2021

Rule 2.6 deadline: 17:00 09-Aug-2021

Disclosure of dealings and positions in this offeror is not required

OFFEROR: Oppidum Bidco Limited (a newly formed company indirectly owned by

funds managed or advised by affiliates of Fortress Investment Group, LLC)

Offeror identified: 07:06 03-Jul-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 words "See Note 10 below" appear by the name of the offeree company in the Disclosure Table above if an offer was announced for the company in accordance with Rule 2.7 of the Code on or before 4 July 2021.  That offer, and any competing offer for the offeree company (regardless of when announced), is subject to the Twelfth edition of the Code (as last amended on 31 December 2020).  Otherwise, any offer for an offeree company announced under Rule 2.7 on or after 5 July 2021 will be subject to the Thirteenth edition of the Code, which took effect on that date.  Both the Twelfth and the Thirteenth editions of the Code are available on the Panel's website.

 

11.

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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