Source - LSE Regulatory
RNS Number : 7874T
Takeover Panel
26 November 2021
 

 

THE TAKEOVER PANEL - DISCLOSURE TABLE

 

26 November 2021 - FINAL



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



ADDITIONS



OFFEREE: Marshall Motor Holdings plc

Offer period commenced: 16:29 26-Nov-2021

64p ordinary

ISIN: GB00BVYB2Q58

NSI: 78,232,237

OFFEROR: Constellation Automotive Group

Offeror identified: 16:29 26-Nov-2021

Rule 2.6 deadline: 17:00 24-Dec-2021

Disclosure of dealings and positions in this offeror is not required



DELETIONS



None



OTHER AMENDMENTS



None



DISCLOSURE TABLE



OFFEREE: Arden Partners plc

Offer period commenced: 15:14 26-Oct-2021

10p ordinary

ISIN: GB00B15CTY44

NSI: 29,074,211

OFFEROR: Ince Group plc (The)

Offeror identified: 15:14 26-Oct-2021

Rule 2.6 deadline: N/A

1p ordinary

ISIN: GB00BZBY3Y09

NSI: 68,540,912



OFFEREE: Arena Events Group plc

Offer period commenced: 07:00 20-Oct-2021

1p ordinary

ISIN: GB00BF0HYJ24

NSI: 326,282,261

OFFEROR: Theta Bidco Limited (a newly incorporated company directly or

indirectly owned by joint offerors IHC Industrial Holding LLC and Tasheel Holding Group LLC)

Offeror identified: 07:00 20-Oct-2021

Rule 2.6 deadline: N/A

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: 1,035,228,181

OFFEROR: NortonLifeLock Inc.

Offeror identified: 22:23 14-Jul-2021

Rule 2.6 deadline: N/A

USD 0.01 common

ISIN: US6687711084

NSI: 581,773,636

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: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Blue Prism Group plc

Offer period commenced: 14:56 31-Aug-2021

1p ordinary

ISIN: GB00BYQ0HV16

NSI: 97,112,394

OFFEROR: Bali Bidco Limited (a company indirectly owned by the Vista Funds)

Offeror identified: 14:56 31-Aug-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEROR: SS&C Technologies Holdings, Inc.

Offeror identified: 15:00 16-Nov-2021

Rule 2.6 deadline: 17:00 02-Dec-2021

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Charles Stanley Group plc

Offer period commenced: 07:03 29-Jul-2021

25p ordinary

ISIN: GB0006556046

NSI: 52,050,457

OFFEROR: Raymond James UK Wealth Management Holdings Limited (a

wholly-owned subsidiary of Raymond James Financial, Inc.)

Offeror identified: 07:03 29-Jul-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: 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: Forest Company Limited, The (See Note 9 below)

Offer period commenced: 11:37 22-Nov-2021

USD 0.10 ordinary

ISIN: GG00B4TC8Z57

NSI: 26,407,391

USD 0.10 A ordinary


NSI: 24,836,250

OFFEROR: No named offeror



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: Marshall Motor Holdings plc

Offer period commenced: 16:29 26-Nov-2021

64p ordinary

ISIN: GB00BVYB2Q58

NSI: 78,232,237

OFFEROR: Constellation Automotive Group

Offeror identified: 16:29 26-Nov-2021

Rule 2.6 deadline: 17:00 24-Dec-2021

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Meggitt plc

Offer period commenced: 07:00 02-Aug-2021

5p ordinary

ISIN: GB0005758098

NSI: 781,984,008

OFFEROR: Parker-Hannifin Corporation

Offeror identified: 07:00 02-Aug-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Playtech plc

Offer period commenced: 21:44 17-Oct-2021

Ordinary NPV

ISIN: IM00B7S9G985

NSI: 306,356,693

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

Aristocrat Leisure Limited)

Offeror identified: 21:44 17-Oct-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required

OFFEROR: A consortium of JKO Play Limited (a company controlled by Mr Eddie

Jordan and Mr Keith O'Loughlin) and Centerbridge Partners L.P.

Offeror identified: 00:31 18-Nov-2021

Rule 2.6 deadline: to be determined

Disclosure of dealings and positions in this offeror is not required



OFFEREE: River and Mercantile Group plc

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

0.3p ordinary

ISIN: GB00BLZH7X42

NSI: 84,453,634

OFFEROR: AssetCo plc

Offeror identified: 07:00 23-Nov-2021

Rule 2.6 deadline: 17:00 21-Dec-2021

10p ordinary

ISIN: GB00B42VYZ16

NSI: 8,424,847

OFFEROR: Premier Miton Group plc

Offeror identified: 07:00 23-Nov-2021

Rule 2.6 deadline: 17:00 21-Dec-2021

0.02p ordinary

ISIN: GB00BZB2KR63

NSI: 157,913,035



OFFEREE: Safestay plc

Offer period commenced: 07:00 17-Sep-2021

1p ordinary

ISIN: GB00BKT0J702

NSI: 64,679,014

OFFEROR: No named offeror



OFFEREE: Sanne Group plc

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

1p ordinary

ISIN: JE00BVRZ8S85

NSI: 162,178,754

OFFEROR: Apex Acquisition Company Limited (an indirect wholly-owned

subsidiary of Apex Group Ltd.)

Offeror identified: 07:00 02-Aug-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Sensyne Health plc

Offer period commenced: 07:00 02-Nov-2021

10p ordinary

ISIN: GB00BYV3J755

NSI: 164,799,139

OFFEROR: MBO led by Lord Paul Drayson

Offeror identified: 07:00 02-Nov-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Stagecoach Group plc

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

125/228p ordinary

ISIN: GB00B6YTLS95

NSI: 550,878,747

OFFEROR: National Express Group plc

Offeror identified: 07:00 21-Sep-2021

Rule 2.6 deadline: 17:00 14-Dec-2021

5p ordinary

ISIN: GB0006215205

NSI: 614,086,377



OFFEREE: Stock Spirits Group plc

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

10p ordinary

ISIN: GB00BF5SDZ96

NSI: 200,000,000

OFFEROR: Sunray Investments Luxembourg S.A R.L.

Offeror identified: 07:00 12-Aug-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: U and I Group plc

Offer period commenced: 07:00 01-Nov-2021

50p ordinary

ISIN: GB0002668464

NSI: 125,431,713

OFFEROR: LS Development Holdings Limited (a newly formed company indirectly

owned by Land Securities Group plc)

Offeror identified: 07:00 01-Nov-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Ultra Electronics Holdings plc

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

5p ordinary

ISIN: GB0009123323

NSI: 71,384,162

OFFEROR: Cobham Ultra Acquisitions Limited (a wholly-owned indirect

subsidiary of Cobham Group Holdings Limited)

Offeror identified: 16:23 25-Jun-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Universe Group plc

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

1p ordinary

ISIN: GB0009483594

NSI: 261,066,720

OFFEROR: Inform Information Systems Limited (a wholly owned subsidiary of

Professional DataSolutions, Inc.)

Offeror identified: 07:00 23-Nov-2021

Rule 2.6 deadline: N/A

Disclosure of dealings and positions in this offeror is not required



OFFEREE: Vivo Energy plc

Offer period commenced: 07:00 25-Nov-2021

USD 0.50 ordinary

ISIN: GB00BDGT2M75

NSI: 1,266,941,899

OFFEROR: VIP II Blue B.V. (a newly-formed company, being a wholly-owned,

indirect subsidiary of Vitol Investment Partnership II Limited, itself being an investment vehicle advised by employees of the Vitol Group)

Offeror identified: 07:00 25-Nov-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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