REG - Takeover Panel - Disclosure Table

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RNS Number : 6451F  Takeover Panel  22 April 2025

 THE TAKEOVER PANEL - DISCLOSURE TABLE

 

 22 April 2025

 

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

 

 ADDITIONS

 

 None

 

 DELETIONS

 

 None

 

 OTHER AMENDMENTS

 

 OFFEREE: Alphawave IP Group plc
 Offer period commenced: 13:56 01-Apr-2025
 1p ordinary                        ISIN: GB00BNDRMJ14  NSI: 760,146,272
 Warrant                                                NSI: 20,571,995
 Senior unsecured convertible bond  ISIN: XS2962835257  USD: 150,000,000
 OFFEROR: Qualcomm Incorporated
 Offeror identified: 13:56 01-Apr-2025
 Rule 2.6 deadline: 17:00 29-Apr-2025
 USD 0.0001 common                  ISIN: US7475251036  NSI: 1,098,418,327

 

 DISCLOSURE TABLE

 

 OFFEREE: Advanced Medical Solutions Group plc
 Offer period commenced: 11:17 27-Mar-2025
 5p ordinary  ISIN: GB0004536594  NSI: 218,079,861
 OFFEROR: Montagu Private Equity LLP
 Offeror identified: 11:17 27-Mar-2025
 Rule 2.6 deadline: 17:00 24-Apr-2025
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Alliance Pharma plc
 Offer period commenced: 07:00 10-Jan-2025
 1p ordinary  ISIN: GB0031030819  NSI: 540,565,539
 OFFEROR: Aegros Bidco Limited (a newly incorporated company indirectly owned
 by DBAY Affiliates and the ERES IV Fund)
 Offeror identified: 07:00 10-Jan-2025
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Alphawave IP Group plc
 Offer period commenced: 13:56 01-Apr-2025
 1p ordinary                        ISIN: GB00BNDRMJ14  NSI: 760,146,272
 Warrant                                                NSI: 20,571,995
 Senior unsecured convertible bond  ISIN: XS2962835257  USD: 150,000,000
 OFFEROR: Qualcomm Incorporated
 Offeror identified: 13:56 01-Apr-2025
 Rule 2.6 deadline: 17:00 29-Apr-2025
 USD 0.0001 common                  ISIN: US7475251036  NSI: 1,098,418,327

 

 OFFEREE: Aquis Exchange plc
 Offer period commenced: 07:00 11-Nov-2024
 10p ordinary  ISIN: GB00BD5JNK30  NSI: 27,602,531
 OFFEROR: SIX Exchange Group AG
 Offeror identified: 07:00 11-Nov-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Assura plc
 Offer period commenced: 17:10 14-Feb-2025
 10p ordinary                      ISIN: GB00BVGBWW93  NSI: 3,250,608,887
 OFFEROR: Sana Bidco Limited (a newly formed company indirectly wholly owned by
 (i) funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates
 and (ii) funds advised by Stonepeak Partners LP and its affiliates)
 Offeror identified: 17:10 14-Feb-2025
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: Primary Health Properties plc
 Offeror identified: 07:03 10-Mar-2025
 Rule 2.6 deadline: to be determined
 12.5p ordinary                    ISIN: GB00BYRJ5J14  NSI: 1,336,493,786
 Guaranteed Convertible Bond 2025  ISIN: XS2016141637  GBP: 150,000,000

 

 OFFEREE: Bakkavor Group plc
 Offer period commenced: 13:58 14-Mar-2025
 2p ordinary  ISIN: GB00BF8J3Z99  NSI: 579,425,585
 OFFEROR: Greencore Group plc
 Offeror identified: 13:58 14-Mar-2025
 Rule 2.6 deadline: 17:00 09-May-2025
 1p ordinary  ISIN: IE0003864109  NSI: 441,621,143
 ADR          ISIN: US3941811016

 

 OFFEREE: Care REIT plc
 Offer period commenced: 07:00 11-Mar-2025
 1p ordinary  ISIN: GB00BYXVMJ03  NSI: 414,368,169
 OFFEROR: CR United Bidco Ltd (a wholly-owned subsidiary of Care Trust REIT,
 Inc.)
 Offeror identified: 07:00 11-Mar-2025
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: De La Rue plc
 Offer period commenced: 15:36 12-Dec-2024
 44 152/175p ordinary  ISIN: GB00B3DGH821  NSI: 196,391,787
 OFFEROR: Disruptive Capital GP Limited and Pension SuperFund Capital entities
 Offeror identified: 15:36 12-Dec-2024
 Rule 2.6 deadline: to be determined
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: ACR Bidco Limited (a company indirectly wholly-owned by funds managed
 and advised by Atlas FRM LLC (d/b/a Atlas Holdings LLC))
 Offeror identified: 07:00 15-Apr-2025
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Direct Line Insurance Group plc
 Offer period commenced: 17:53 27-Nov-2024
 10 10/11p ordinary  ISIN: GB00BY9D0Y18  NSI: 1,311,388,157
 OFFEROR: Aviva plc
 Offeror identified: 17:53 27-Nov-2024
 Rule 2.6 deadline: N/A
 32 17/19p ordinary  ISIN: GB00BPQY8M80  NSI: 2,677,962,740
 ADR                 ISIN: US05382A3023

 

 OFFEREE: Dowlais Group plc
 Offer period commenced: 07:00 29-Jan-2025
 1p ordinary      ISIN: GB00BMWRZ071  NSI: 1,344,524,115
 OFFEROR: American Axle & Manufacturing Holdings, Inc.
 Offeror identified: 07:00 29-Jan-2025
 Rule 2.6 deadline: N/A
 USD 0.01 common  ISIN: US0240611030  NSI: 117,581,028

 

 OFFEREE: easyHotel Limited (See Note 9 below)
 Offer period commenced: 18:19 15-Aug-2024
 1p ordinary      NSI: 233,982,617
 OFFEROR: No named offeror

 

 OFFEREE: Enteq Technologies plc
 Offer period commenced: 07:00 20-Jan-2025
 1p ordinary  ISIN: GB00B41Q8Q68  NSI: 104,345,129
 OFFEROR: No named offeror

 

 OFFEREE: Harmony Energy Income Trust plc
 Offer period commenced: 07:00 17-Mar-2025
 1p ordinary  ISIN: GB00BLNNFY18  NSI: 227,128,295
 OFFEROR: PP Bidco Limited (a newly formed company indirectly and wholly
 controlled by two funds within the portfolio of funds managed by Foresight
 Group LLP)
 Offeror identified: 07:00 17-Mar-2025
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: Drax BESS Holdco Limited
 Offeror identified: 07:04 25-Mar-2025
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Highcroft Investments plc
 Offer period commenced: 07:03 27-Mar-2025
 25p ordinary  ISIN: GB0004254875  NSI: 5,206,659
 OFFEROR: LondonMetric Property plc
 Offeror identified: 07:03 27-Mar-2025
 Rule 2.6 deadline: N/A
 10p ordinary  ISIN: GB00B4WFW713  NSI: 2,055,249,995

 

 OFFEREE: Induction Healthcare Group plc
 Offer period commenced: 12:45 10-Apr-2025
 0.5p ordinary  ISIN: GB00BJ0M3545  NSI: 94,051,754
 OFFEROR: VitalHub UK Limited (a direct subsidiary of VitalHub Corp.)
 Offeror identified: 12:45 10-Apr-2025
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: International Distribution Services plc
 Offer period commenced: 11:33 17-Apr-2024
 1p ordinary  ISIN: GB00BDVZYZ77  NSI: 958,293,475
 OFFEROR: EP UK Bidco Limited (a newly formed company owned indirectly by EP
 Corporate Group, a.s. and J&T Capital Partners, a.s.)
 Offeror identified: 11:33 17-Apr-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: International Stock Exchange Group Limited, The
 Offer period commenced: 09:00 19-Mar-2025
 100p ordinary  ISIN: GG00BYYLRY96  NSI: 2,841,000
 OFFEROR: MIH East Holdings, Limited (a wholly-owned subsidiary of Miami
 International Holdings, Inc.)
 Offeror identified: 09:00 19-Mar-2025
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Life Science REIT plc
 Offer period commenced: 07:00 14-Mar-2025
 1p ordinary  ISIN: GB00BP5X4Q29  NSI: 350,000,000
 OFFEROR: No named offeror

 

 OFFEREE: National World plc
 Offer period commenced: 07:00 22-Nov-2024
 0.1p ordinary  ISIN: GB00BJN5J635  NSI: 267,663,987
 OFFEROR: Neo Media Publishing Limited (a newly-incorporated company
 wholly-owned by Media Concierge (Holdings) Limited)
 Offeror identified: 07:00 22-Nov-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: Eldridge Media Holdings LLC
 Offeror identified: 09:53 28-Mar-2025
 Rule 2.6 deadline: to be determined
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: PRS REIT plc, The
 Offer period commenced: 13:30 23-Oct-2024
 1p ordinary  ISIN: GB00BF01NH51  NSI: 549,251,458
 OFFEROR: No named offeror

 

 OFFEREE: Renewi plc
 Offer period commenced: 10:11 28-Nov-2024
 100p ordinary  ISIN: GB00BNR4T868  NSI: 80,559,470
 OFFEROR: Earth Bidco B.V. (a newly formed company indirectly controlled by a
 consortium comprising Macquarie European Infrastructure Fund 7 SCSp and BCI UK
 IRR Limited)
 Offeror identified: 10:11 28-Nov-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Science in Sport plc
 Offer period commenced: 13:49 16-Apr-2025
 10p ordinary  ISIN: GB00BBPV5329  NSI: 232,272,606
 OFFEROR: Einstein Bidco Limited (a newly formed company indirectly
 wholly-owned by funds advised by bd-capital Partners Limited)
 Offeror identified: 13:49 16-Apr-2025
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Serica Energy plc
 Offer period commenced: 08:58 07-Mar-2025
 USD 0.10 ordinary  ISIN: GB00B0CY5V57  NSI: 393,568,408
 OFFEROR: EnQuest plc
 Offeror identified: 08:58 07-Mar-2025
 Rule 2.6 deadline: 17:00 02-May-2025
 5p ordinary        ISIN: GB00B635TG28  NSI: 1,860,029,503

 

 OFFEREE: Serinus Energy plc
 Offer period commenced: 12:16 24-Mar-2025
 NPV ordinary  ISIN: JE00BNNMKT29  NSI: 151,099,460
 OFFEROR: Xtellus Capital Partners, Inc.
 Offeror identified: 12:16 24-Mar-2025
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Spirent Communications plc
 Offer period commenced: 07:00 05-Mar-2024
 3 1/3p ordinary  ISIN: GB0004726096  NSI: 581,149,370
 ADR              ISIN: US84856M2098
 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: Thruvision Group plc
 Offer period commenced: 07:00 14-Jan-2025
 1p ordinary  ISIN: GB00B627R876  NSI: 173,559,010
 OFFEROR: No named offeror

 

 OFFEREE: Urban Logistics REIT plc
 Offer period commenced: 12:04 11-Apr-2025
 1p ordinary   ISIN: GB00BYV8MN78  NSI: 465,088,000
 OFFEROR: LondonMetric Property plc
 Offeror identified: 12:04 11-Apr-2025
 Rule 2.6 deadline: 17:00 09-May-2025
 10p ordinary  ISIN: GB00B4WFW713  NSI: 2,055,249,995

 

 OFFEREE: Warehouse REIT plc
 Offer period commenced: 17:30 03-Mar-2025
 1p ordinary  ISIN: GB00BD2NCM38  NSI: 424,861,650
 OFFEROR: Blackstone Europe LLP
 Offeror identified: 17:30 03-Mar-2025
 Rule 2.6 deadline: 17:00 28-Apr-2025
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Wood Group (John) plc
 Offer period commenced: 14:31 24-Feb-2025
 4 2/7 p ordinary  ISIN: GB00B5N0P849  NSI: 691,839,369
 OFFEROR: Dar Al-Handasah Consultants Shair and Partners Holdings Ltd
 ("Sidara")
 Offeror identified: 14:31 24-Feb-2025
 Rule 2.6 deadline: 17:00 15-May-2025
 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 the Rule 2.6 deadline of a potential
     offeror 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
 .    EQS IR COCKPIT provided by EquityStory AG                      +49 89 21 02 98-50
 .    GlobeNewswire provided by West Digital Media Solutions         +44 (0)20 3753 2071
 .    MFN provided by Modular Finance                                +44 (0)20 3026 4414
 .    PR Newswire Disclose provided by PR Newswire                   +44 (0)20 7454 5210
 .    RNS provided by the London Stock Exchange                      +44 (0)20 7797 4400

 

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