REG - Takeover Panel - Disclosure Table

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16/09/2024 18:30

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RNS Number : 3948E  Takeover Panel  16 September 2024

 THE TAKEOVER PANEL - DISCLOSURE TABLE

 

 16 September 2024 - FINAL

 

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

 

 ADDITIONS

 

 OFFEREE: TI Fluid Systems plc
 Offer period commenced: 16:10 14-Sep-2024
 1p ordinary  ISIN: GB00BYQB9V88  NSI: 498,204,654
 OFFEROR: ABC Technologies Inc.
 Offeror identified: 16:10 14-Sep-2024
 Rule 2.6 deadline: 17:00 12-Oct-2024
 Disclosure of dealings and positions in this offeror is not required

 

 DELETIONS

 

 None

 

 OTHER AMENDMENTS

 

 OFFEREE: Centamin plc
 Offer period commenced: 07:00 10-Sep-2024
 Ordinary NPV    ISIN: JE00B5TT1872  NSI: 1,161,082,695
 OFFEROR: AngloGold Ashanti plc
 Offeror identified: 07:00 10-Sep-2024
 Rule 2.6 deadline: N/A
 USD 1 ordinary  ISIN: GB00BRXH2664  NSI: 420,625,574

 

 OFFEREE: Keywords Studios plc
 Offer period commenced: 23:04 18-May-2024
 1p ordinary  ISIN: GB00BBQ38507  NSI: 80,492,941
 OFFEROR: Houting UK Limited (a newly formed company indirectly wholly-owned by
 EQT's BPEA Fund VIII)
 Offeror identified: 23:04 18-May-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Network International Holdings plc
 Offer period commenced: 14:05 13-Apr-2023
 10p ordinary  ISIN: GB00BH3VJ782  NSI: 533,852,823
 OFFEROR: BCP VI Neptune Bidco Holdings Limited (an entity indirectly owned by
 Brookfield Business Partners together with private equity funds managed and/or
 advised by affiliates of Brookfield Asset Management Ltd)
 Offeror identified: 07:00 21-Apr-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 DISCLOSURE TABLE

 

 OFFEREE: Advanced Oncotherapy plc
 Offer period commenced: 07:00 18-Apr-2023
 25p ordinary                                                      ISIN: GB00BD6SX109  NSI: 542,573,869
 Senior secured fixed rate convertible loan notes 11 January 2024                      NSI: 6,379,725
 OFFEROR: No named offeror

 

 OFFEREE: Ascential plc
 Offer period commenced: 16:47 23-Jul-2024
 1.7p ordinary  ISIN: GB00BQFH6320  NSI: 204,746,130
 OFFEROR: Informa plc
 Offeror identified: 16:47 23-Jul-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Balanced Commercial Property Trust Limited
 Offer period commenced: 07:00 15-Apr-2024
 1p ordinary  ISIN: GG00B4ZPCJ00  NSI: 701,550,187
 OFFEROR: Starlight Bidco Limited (a newly formed company incorporated in
 Guernsey and owned by Starwood Funds)
 Offeror identified: 07:00 04-Sep-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Benchmark Holdings plc
 Offer period commenced: 07:00 22-Jan-2024
 0.1p ordinary  ISIN: GB00BGHPT808  NSI: 739,786,143
 OFFEROR: No named offeror

 

 OFFEREE: Britvic plc
 Offer period commenced: 07:49 21-Jun-2024
 20p ordinary  ISIN: GB00B0N8QD54  NSI: 248,906,262
 ADR           ISIN: US1111901047
 OFFEROR: Carlsberg UK Holdings Limited (a wholly owned subsidiary of Carlsberg
 A/S)
 Offeror identified: 07:49 21-Jun-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Capital & Regional plc
 Offer period commenced: 08:46 23-May-2024
 10p ordinary  ISIN: GB00BL6XZ716  NSI: 232,996,247
 OFFEROR: NewRiver REIT plc
 Offeror identified: 08:46 23-May-2024
 Rule 2.6 deadline: 17:00 26-Sep-2024
 1p ordinary   ISIN: GB00BD7XPJ64  NSI: 315,439,468

 

 OFFEREE: Centamin plc
 Offer period commenced: 07:00 10-Sep-2024
 Ordinary NPV    ISIN: JE00B5TT1872  NSI: 1,161,082,695
 OFFEROR: AngloGold Ashanti plc
 Offeror identified: 07:00 10-Sep-2024
 Rule 2.6 deadline: N/A
 USD 1 ordinary  ISIN: GB00BRXH2664  NSI: 420,625,574

 

 OFFEREE: Chapel Down Group plc
 Offer period commenced: 07:00 25-Jun-2024
 5p ordinary  ISIN: GB0032706284  NSI: 171,524,316
 OFFEROR: No named offeror

 

 OFFEREE: Darktrace plc
 Offer period commenced: 08:11 26-Apr-2024
 1p ordinary  ISIN: GB00BNYK8G86  NSI: 700,456,322
 OFFEROR: Luke Bidco Limited (a newly-formed company indirectly wholly-owned by
 funds managed and/or advised by Thoma Bravo, L.P.)
 Offeror identified: 08:11 26-Apr-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 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: Eckoh plc
 Offer period commenced: 07:00 22-Aug-2024
 0.25p ordinary  ISIN: GB0033359141  NSI: 290,567,037
 OFFEROR: No named offeror

 

 OFFEREE: Equals Group plc
 Offer period commenced: 13:39 01-Nov-2023
 1p ordinary  ISIN: GB00BLS0XX25  NSI: 188,532,698
 OFFEROR: A consortium comprising Embedded Finance Limited, TowerBrook Capital
 Partners (U.K.) LLP and J.C. Flowers & Co. LLC
 Offeror identified: 09:57 20-Mar-2024
 Rule 2.6 deadline: 17:00 02-Oct-2024
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Gusbourne plc
 Offer period commenced: 07:00 22-Jul-2024
 1p ordinary               ISIN: GB00B8TS4M09  NSI: 60,859,341
 Warrant 16 December 2024                      NSI: 3,874,623
 OFFEROR: No named offeror

 

 OFFEREE: Hargreaves Lansdown plc
 Offer period commenced: 18:06 22-May-2024
 0.4p ordinary  ISIN: GB00B1VZ0M25  NSI: 474,318,625
 OFFEROR: Harp Bidco Limited (a newly formed company to be indirectly owned by
 CVC Private Equity Funds, Nordic Capital XI Delta, SCSp (acting through its
 general partner, Nordic Capital XI Delta GP SARL) and Platinum Ivy B 2018 RSC
 Limited)
 Offeror identified: 18:06 22-May-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: i3 Energy plc
 Offer period commenced: 19:55 19-Aug-2024
 0.01p ordinary      ISIN: GB00BDHXPJ60  NSI: 1,202,447,663
 OFFEROR: Gran Tierra Energy, Inc.
 Offeror identified: 19:55 19-Aug-2024
 Rule 2.6 deadline: N/A
 USD 0.001 ordinary  ISIN: US38500T2006  NSI: 30,651,216

 

 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: IQGeo Group plc
 Offer period commenced: 10:28 14-May-2024
 2p ordinary  ISIN: GB00B3NCXX73  NSI: 61,824,820
 OFFEROR: Geologist Bidco Limited (a newly formed company wholly-owned by funds
 advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates)
 Offeror identified: 10:28 14-May-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Keywords Studios plc
 Offer period commenced: 23:04 18-May-2024
 1p ordinary  ISIN: GB00BBQ38507  NSI: 80,492,941
 OFFEROR: Houting UK Limited (a newly formed company indirectly wholly-owned by
 EQT's BPEA Fund VIII)
 Offeror identified: 23:04 18-May-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: musicMagpie plc
 Offer period commenced: 07:00 20-Nov-2023
 1p ordinary  ISIN: GB00BKY4XG48  NSI: 107,808,287
 OFFEROR: No named offeror

 

 OFFEREE: Network International Holdings plc
 Offer period commenced: 14:05 13-Apr-2023
 10p ordinary  ISIN: GB00BH3VJ782  NSI: 533,852,823
 OFFEROR: BCP VI Neptune Bidco Holdings Limited (an entity indirectly owned by
 Brookfield Business Partners together with private equity funds managed and/or
 advised by affiliates of Brookfield Asset Management Ltd)
 Offeror identified: 07:00 21-Apr-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Oakman Group plc (See Note 9 below)
 Offer period commenced: 12:36 21-Aug-2024
 10p ordinary        NSI: 24,536,277
 10p A ordinary      NSI: 2,449,405
 OFFEROR: No named offeror

 

 OFFEREE: Ora Technology plc
 Offer period commenced: 09:30 23-Aug-2024
 0.1p ordinary  ISIN: GB00BP4YBY34  NSI: 206,677,575
 OFFEROR: Kondor AI plc
 Offeror identified: 09:30 23-Aug-2024
 Rule 2.6 deadline: 17:00 20-Sep-2024
 0.1p ordinary  ISIN: GB00BRXKJ754  NSI: 180,050,000

 

 OFFEREE: Rightmove plc
 Offer period commenced: 01:26 02-Sep-2024
 0.1p ordinary  ISIN: GB00BGDT3G23  NSI: 788,750,604
 OFFEROR: REA Group Ltd
 Offeror identified: 01:26 02-Sep-2024
 Rule 2.6 deadline: 17:00 30-Sep-2024
 Ordinary NPV   ISIN: AU000000REA9  NSI: 132,117,217

 

 OFFEREE: Smith (DS) plc
 Offer period commenced: 10:16 08-Feb-2024
 10p ordinary  ISIN: GB0008220112  NSI: 1,380,304,228
 OFFEROR: International Paper Company
 Offeror identified: 17:30 26-Mar-2024
 Rule 2.6 deadline: N/A
 common stock  ISIN: US4601461035  NSI: 347,323,080

 

 OFFEREE: Spirent Communications plc
 Offer period commenced: 07:00 05-Mar-2024
 3 1/3p ordinary  ISIN: GB0004726096  NSI: 578,646,363
 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: STM Group plc
 Offer period commenced: 07:00 11-Jul-2023
 0.1p ordinary  ISIN: IM00B1S9KY98  NSI: 59,408,088
 OFFEROR: Jambo SRC Limited
 Offeror identified: 07:00 11-Jul-2023
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: TI Fluid Systems plc
 Offer period commenced: 16:10 14-Sep-2024
 1p ordinary  ISIN: GB00BYQB9V88  NSI: 498,204,654
 OFFEROR: ABC Technologies Inc.
 Offeror identified: 16:10 14-Sep-2024
 Rule 2.6 deadline: 17:00 12-Oct-2024
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Trinity Exploration & Production plc
 Offer period commenced: 07:00 01-May-2024
 USD 0.01 ordinary  ISIN: GB00BN7CJ686  NSI: 38,802,994
 OFFEROR: Touchstone Exploration Inc.
 Offeror identified: 07:00 01-May-2024
 Rule 2.6 deadline: N/A
 Common NPV         ISIN: CA89156L1085  NSI: 236,460,661
 OFFEROR: Lease Operators Limited
 Offeror identified: 17:50 24-Jul-2024
 Rule 2.6 deadline: N/A
 Disclosure of dealings and positions in this offeror is not required

 

 OFFEREE: Tritax EuroBox plc
 Offer period commenced: 16:26 03-Jun-2024
 1p ordinary   ISIN: GB00BG382L74  NSI: 806,803,984
 OFFEROR: Brookfield Asset Management
 Offeror identified: 16:26 03-Jun-2024
 Rule 2.6 deadline: to be determined
 Disclosure of dealings and positions in this offeror is not required
 OFFEROR: SEGRO plc
 Offeror identified: 07:00 04-Sep-2024
 Rule 2.6 deadline: N/A
 10p ordinary  ISIN: GB00B5ZN1N88  NSI: 1,352,370,760

 

 OFFEREE: Virgin Money UK plc
 Offer period commenced: 07:00 07-Mar-2024
 10p ordinary  ISIN: GB00BD6GN030  NSI: 1,296,472,686
 CDI           ISIN: AU0000064966
 OFFEROR: Nationwide Building Society
 Offeror identified: 07:00 07-Mar-2024
 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 GlobeNewswire UK Limited             +44 (0)20 3753 2071
 .    PR Newswire Disclose provided by Cision Group Ltd              +44 (0)20 7454 5210
 .    RNS provided by the London Stock Exchange                      +44 (0)20 7797 4400
 .    EQS COCKPIT provided by EQS Group AG                           +44 (0)20 3141 3940

 

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