REG - Takeover Panel - Disclosure Table (POTAM only)
THE TAKEOVER PANEL - DISCLOSURE TABLE
05 August 2020 - FINAL
The following are today's changes to the Disclosure Table:
ADDITIONS
None
DELETIONS
None
OTHER AMENDMENTS
OFFEREE: Pollen Street Secured Lending plc
Offer period commenced: 07:00 25-Feb-2020
1p ordinary
ISIN: GB00BLP57Y95
NSI: 73,766,856
OFFEROR: Waterfall Asset Management LLC
Offeror identified: 07:00 25-Feb-2020
Rule 2.6 deadline: 17:00 11-Aug-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: 621,506,862
OFFEROR: A consortium comprising Centerbridge Partners Europe, LLP and
TowerBrook Capital Partners (U.K.) LLP
Offeror identified: 07:00 04-Aug-2020
Rule 2.6 deadline: 17:00 01-Sep-2020
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Platinum Equity Advisors LLC
Offeror identified: 07:00 04-Aug-2020
Rule 2.6 deadline: 17:00 01-Sep-2020
Disclosure of dealings and positions in this offeror is not required
OFFEROR: Warburg Pincus International LLC
Offeror identified: 07:00 04-Aug-2020
Rule 2.6 deadline: 17:00 01-Sep-2020
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Audioboom Group plc
Offer period commenced: 07:00 10-Feb-2020
ordinary
ISIN: JE00BJYJFG60
NSI: 14,056,504
OFFEROR: No named offeror
OFFEREE: Be Heard Group plc
Offer period commenced: 11:49 09-Jun-2020
1p ordinary
ISIN: GB00BT6SJV45
NSI: 1,246,826,584
Convertible Loan Note 3.5p
GBP: 4,000,000
OFFEROR: MSQ Partners Limited (a company ultimately owned and controlled by
Ensco 1314 Limited)
Offeror identified: 11:49 09-Jun-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: Big Sofa Technologies Group plc
Offer period commenced: 15:35 16-Mar-2020
3p ordinary
ISIN: GB00BZ1B7619
NSI: 186,250,692
OFFEROR: No named offeror
OFFEREE: Cello Health plc
Offer period commenced: 07:00 01-Jul-2020
10p ordinary
ISIN: GB00B0310763
NSI: 106,690,531
OFFEROR: Pharma Value Demonstration Bidco Limited (a newly incorporated
company wholly owned by Value Demonstration UK Holdings Limited, a company backed by Arsenal Capital Partners V LP and Arsenal Capital Partners V-B LP)
Offeror identified: 07:00 01-Jul-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Collagen Solutions plc
Offer period commenced: 07:00 16-Apr-2020
1p ordinary
ISIN: GB00B94T6Y14
NSI: 443,682,981
OFFEROR: No named offeror
OFFEREE: Columbus Energy Resources plc
Offer period commenced: 11:49 11-Jun-2020
0.05p ordinary
ISIN: GB00BDGJ2R22
NSI: 943,040,487
OFFEROR: Bahamas Petroleum Company plc
Offeror identified: 11:49 11-Jun-2020
Rule 2.6 deadline: N/A
0.002p ordinary
ISIN: IM00B3NTV894
NSI: 2,483,776,085
OFFEREE: Deltic Energy plc
Offer period commenced: 17:00 15-Jul-2020
0.5p ordinary
ISIN: GB00B6SYKF01
NSI: 1,405,964,855
OFFEROR: Reabold Resources plc
Offeror identified: 17:00 15-Jul-2020
Rule 2.6 deadline: 17:00 12-Aug-2020
0.1p ordinary
ISIN: GB00B95L0551
NSI: 7,096,982,101
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: Hastings Group Holdings plc
Offer period commenced: 15:35 29-Jul-2020
2p ordinary
ISIN: GB00BYRJH519
NSI: 661,484,630
OFFEROR: Dorset Bidco Limited (a newly formed company jointly owned by a
consortium comprising Sampo plc and Rand Merchant Investment Holdings Limited)
Offeror identified: 15:35 29-Jul-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Highland Gold Mining Limited
Offer period commenced: 07:00 31-Jul-2020
0.1p ordinary
ISIN: GB0032360173
NSI: 363,896,990
OFFEROR: Fortiana Holdings Limited
Offeror identified: 07:00 31-Jul-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: HML Holdings plc
Offer period commenced: 07:00 30-Jul-2020
1.5p ordinary
ISIN: GB00B16DFY89
NSI: 45,995,135
OFFEROR: BDB Nominee Company Limited (formed at the direction of Harwood
Capital LLP)
Offeror identified: 07:00 30-Jul-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: HWSI Realisation Fund Limited
Offer period commenced: 07:00 22-Jul-2020
Ordinary NPV
ISIN: GG00BYMYC345
NSI: 143,499,667
OFFEROR: Cubitt Trade Holdings LLC
Offeror identified: 07:00 22-Jul-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: Pollen Street Secured Lending plc
Offer period commenced: 07:00 25-Feb-2020
1p ordinary
ISIN: GB00BLP57Y95
NSI: 73,766,856
OFFEROR: Waterfall Asset Management LLC
Offeror identified: 07:00 25-Feb-2020
Rule 2.6 deadline: 17:00 11-Aug-2020
Disclosure of dealings and positions in this offeror is not required
OFFEREE: RockRose Energy plc
Offer period commenced: 07:00 06-Jul-2020
20p ordinary
ISIN: GB00BYNFCH09
NSI: 13,173,277
OFFEROR: Viaro Energy Limited (a wholly-owned subsidiary of Viaro
Investment Limited)
Offeror identified: 07:00 06-Jul-2020
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Sativa Group plc
Offer period commenced: 07:01 22-Apr-2020
0.25p ordinary
ISIN: GB00BFX17474
NSI: 569,189,167
OFFEROR: StillCanna Inc
Offeror identified: 07:01 22-Apr-2020
Rule 2.6 deadline: N/A
Common NPV
ISIN: CA86071P1071
NSI: 110,874,747
OFFEREE: UK Mortgages Limited
Offer period commenced: 08:08 20-Jul-2020
1p ordinary
ISIN: GG00BXDZMK63
NSI: 273,065,390
OFFEROR: M&G Specialty Finance Fund (GBP) SCSp
Offeror identified: 08:08 20-Jul-2020
Rule 2.6 deadline: 17:00 17-Aug-2020
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: No named offeror
OFFEREE: Williams Grand Prix Holdings plc
Offer period commenced: 07:51 29-May-2020
5p ordinary
ISIN: DE000A1H6VM4
NSI: 10,000,000
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 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 5110
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
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDTABSSIFMIESSEFA
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