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THE TAKEOVER PANEL – DISCLOSURE TABLE
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The following are today’s changes to the Disclosure Table:
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OFFEREE: Darktrace plc
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Offer period commenced: 08:11 26-Apr-2024
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1p ordinary
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ISIN: GB00BNYK8G86
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NSI: 703,683,540
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OFFEROR: Luke Bidco Limited (a newly-formed company indirectly wholly-owned by funds managed and/or advised by Thoma Bravo, L.P.)
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Offeror identified: 08:11 26-Apr-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Kin and Carta plc
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Offer period commenced: 07:03 18-Oct-2023
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10p ordinary
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ISIN: GB0007689002
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NSI: 177,931,360
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OFFEROR: Ken Bidco Limited (a newly formed company controlled by funds advised by BC partners)
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Offeror identified: 16:04 19-Dec-2023
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Anglo American plc
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Offer period commenced: 23:44 24-Apr-2024
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USD 0.54945 ordinary
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ISIN: GB00B1XZS820
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NSI: 1,337,577,913
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ADR
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ISIN: US03485P3001
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OFFEROR: BHP Group Limited
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Offeror identified: 23:44 24-Apr-2024
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Rule 2.6 deadline: 17:00 22-May-2024
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Ordinary NPV
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ISIN: AU000000BHP4
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NSI: 5,071,530,817
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ADR
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ISIN: US0886061086
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OFFEREE: Wincanton plc
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Offer period commenced: 07:00 19-Jan-2024
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10p ordinary
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ISIN: GB0030329360
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NSI: 125,980,718
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OFFEROR: GXO Logistics, Inc.
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Offeror identified: 07:10 26-Feb-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: abrdn European Logistics Income plc
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Offer period commenced: 07:00 27-Nov-2023
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1p ordinary
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ISIN: GB00BD9PXH49
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NSI: 412,174,356
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No named offeror
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OFFEREE: Accrol Group Holdings plc
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Offer period commenced: 07:00 22-Mar-2024
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0.1p ordinary
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ISIN: GB00BZ6VT592
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NSI: 318,878,097
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OFFEROR: Navigator Paper UK Limited (an indirect wholly owned subsidiary of The Navigator Company, S.A.)
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Offeror identified: 07:00 22-Mar-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Advanced Oncotherapy plc
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Offer period commenced: 07:00 18-Apr-2023
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25p ordinary
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ISIN: GB00BD6SX109
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NSI: 542,573,869
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Senior secured fixed rate convertible loan notes 11 January 2024
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ISIN:
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NSI: 6,379,725
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No named offeror
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OFFEREE: Anglo American plc
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Offer period commenced: 23:44 24-Apr-2024
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USD 0.54945 ordinary
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ISIN: GB00B1XZS820
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NSI: 1,337,577,913
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ADR
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ISIN: US03485P3001
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OFFEROR: BHP Group Limited
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Offeror identified: 23:44 24-Apr-2024
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Rule 2.6 deadline: 17:00 22-May-2024
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Ordinary NPV
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ISIN: AU000000BHP4
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NSI: 5,071,530,817
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ADR
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ISIN: US0886061086
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OFFEREE: Balanced Commercial Property Trust Limited
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Offer period commenced: 07:00 15-Apr-2024
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1p ordinary
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ISIN: GG00B4ZPCJ00
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NSI: 701,550,187
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No named offeror
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OFFEREE: Benchmark Holdings plc
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Offer period commenced: 07:00 22-Jan-2024
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0.1p ordinary
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ISIN: GB00BGHPT808
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NSI: 739,674,924
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No named offeror
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OFFEREE: Centaur Media plc
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Offer period commenced: 12:53 10-Apr-2024
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10p ordinary
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ISIN: GB0034291418
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NSI: 146,860,047
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OFFEROR: WPEF IX Holding Cooperatief W.A.
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Offeror identified: 12:53 10-Apr-2024
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Rule 2.6 deadline: 17:00 08-May-2024
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Cykel AI plc
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Offer period commenced: 08:00 19-Jan-2024
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0.1p ordinary
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ISIN: GB00BPTJZN05
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NSI: 205,183,350
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Warrants 1p 25/10/2026
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ISIN:
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NSI: 48,000,000
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Warrants 3p 25/10/2028
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ISIN:
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NSI: 11,385,170
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OFFEROR: Mustang Energy plc
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Offeror identified: 08:00 19-Jan-2024
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Rule 2.6 deadline: 17:00 10-May-2024
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0.1p ordinary
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ISIN: GB00BJ9MHH56
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NSI: 12,161,966
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Warrants 30p 15/11/2024
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ISIN:
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NSI: 636,986
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Unsecured Convertible Loan Notes 31/5/24
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ISIN:
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GBP: 200,000
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OFFEREE: Darktrace plc
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Offer period commenced: 08:11 26-Apr-2024
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1p ordinary
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ISIN: GB00BNYK8G86
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NSI: 703,683,540
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OFFEROR: Luke Bidco Limited (a newly-formed company indirectly wholly-owned by funds managed and/or advised by Thoma Bravo, L.P.)
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Offeror identified: 08:11 26-Apr-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Equals Group plc
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Offer period commenced: 13:39 01-Nov-2023
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1p ordinary
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ISIN: GB00BLS0XX25
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NSI: 187,627,898
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OFFEROR: Madison Dearborn Partners, LLC
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Offeror identified: 13:39 01-Nov-2023
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Rule 2.6 deadline: 17:00 15-May-2024
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Disclosure of dealings and positions in this offeror is not required
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OFFEROR: A consortium comprising Embedded Finance Limited and TowerBrook Capital Partners (U.K.) LLP
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Offeror identified: 09:57 20-Mar-2024
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Rule 2.6 deadline: 17:00 15-May-2024
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: FireAngel Safety Technology Group plc
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Offer period commenced: 07:02 06-Jun-2023
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2p ordinary
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ISIN: GB0030508757
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NSI: 302,321,822
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Warrant 3p June 2026
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ISIN:
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NSI: 60,355,529
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OFFEROR: Intelligent Safety Electronics Pte. Ltd (a company incorporated in Singapore and wholly-owned by Siterwell Electronics Co., Ltd)
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Offeror identified: 07:00 27-Oct-2023
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Gama Aviation plc
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Offer period commenced: 17:36 12-Mar-2024
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1p ordinary
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ISIN: GB00B3ZP1526
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NSI: 64,021,279
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OFFEROR: Marwan Khalek and Bermesico Holdings Limited
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Offeror identified: 17:36 12-Mar-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: GCP Asset Backed Income Fund Limited
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Offer period commenced: 07:00 13-Dec-2023
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NPV ordinary
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ISIN: JE00BYXX8B08
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NSI: 425,626,059
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No named offeror
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OFFEREE: Gresham Technologies plc
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Offer period commenced: 07:00 09-Apr-2024
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5p ordinary
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ISIN: GB0008808825
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NSI: 83,874,458
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OFFEROR: Alliance Bidco Ltd (a company owned indirectly by funds managed or advised by STG Partners, LLC)
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Offeror identified: 07:00 09-Apr-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Hipgnosis Songs Fund Limited
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Offer period commenced: 07:00 18-Apr-2024
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ordinary
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ISIN: GG00BFYT9H72
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NSI: 1,209,214,286
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OFFEROR: Concord Chorus Limited (an entity indirectly controlled by Alchemy Copyrights, LLC, trading as Concord)
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Offeror identified: 07:00 18-Apr-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEROR: Blackstone Europe LLP (acting as sub-advisor to the Blackstone Funds)
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Offeror identified: 13:57 20-Apr-2024
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Rule 2.6 deadline: to be determined
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: International Distributions Services plc
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Offer period commenced: 11:33 17-Apr-2024
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1p ordinary
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ISIN: GB00BDVZYZ77
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NSI: 958,293,475
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OFFEROR: EP Corporate Group a.s.
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Offeror identified: 11:33 17-Apr-2024
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Rule 2.6 deadline: 17:00 15-May-2024
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Jaywing plc
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Offer period commenced: 07:00 04-Mar-2024
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5p ordinary
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ISIN: GB00BF5KDY46
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NSI: 93,332,595
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No named offeror
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OFFEREE: Lakes Distillery Company plc, The (See Note 9 below)
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Offer period commenced: 09:00 02-Apr-2024
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2p ordinary
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ISIN:
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NSI: 37,894,799
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OFFEROR: Nyetimber Wines and Spirits Group Limited
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Offeror identified: 09:00 02-Apr-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Lok’n Store Group plc
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Offer period commenced: 07:00 11-Apr-2024
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1p ordinary
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ISIN: GB0007276115
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NSI: 32,897,949
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OFFEROR: Shurgard Self Storage Ltd
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Offeror identified: 07:00 11-Apr-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Mattioli Woods plc
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Offer period commenced: 07:00 08-Mar-2024
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1p ordinary
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ISIN: GB00B0MT3Y97
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NSI: 51,988,787
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OFFEROR: Tiger Bidco Limited (a wholly-owned subsidiary of investment vehicles advised and managed by Pollen Street Capital Limited)
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Offeror identified: 07:00 08-Mar-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: musicMagpie plc
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Offer period commenced: 07:00 20-Nov-2023
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1p ordinary
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ISIN: GB00BKY4XG48
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NSI: 107,808,287
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No named offeror
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OFFEREE: Network International Holdings plc
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Offer period commenced: 14:05 13-Apr-2023
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10p ordinary
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ISIN: GB00BH3VJ782
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NSI: 532,748,593
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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)
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Offeror identified: 07:00 21-Apr-2023
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Redrow plc
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Offer period commenced: 07:01 07-Feb-2024
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10.5p ordinary
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ISIN: GB00BG11K365
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NSI: 330,770,245
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OFFEROR: Barratt Developments plc
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Offeror identified: 07:01 07-Feb-2024
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Rule 2.6 deadline: N/A
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10p ordinary
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ISIN: GB0000811801
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NSI: 974,592,261
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OFFEREE: Renalytix plc
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Offer period commenced: 07:00 04-Mar-2024
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0.25p ordinary
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ISIN: GB00BYWL4Y04
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NSI: 154,368,191
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ADS
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ISIN: US75973T1016
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No named offeror
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OFFEREE: Revolution Bars Group plc
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Offer period commenced: 07:00 26-Mar-2024
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0.1p ordinary
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ISIN: GB00BVDPPV41
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NSI: 230,048,520
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No named offeror
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OFFEREE: Shanta Gold Limited
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Offer period commenced: 07:01 20-Dec-2023
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0.01p ordinary
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ISIN: GB00B0CGR828
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NSI: 1,051,467,684
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OFFEROR: Saturn Resources Ltd (a newly formed company wholly-owned by ETC Holdings (Mauritius) Limited)
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Offeror identified: 07:01 20-Dec-2023
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: SmartSpace Software plc
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Offer period commenced: 07:00 12-Dec-2023
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10p ordinary
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ISIN: GB00BYWN0F98
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NSI: 28,941,234
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OFFEROR: Welcome UK Bidco Limited (a wholly-owned subsidiary of Sign in Solutions Inc.)
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Offeror identified: 07:00 22-Jan-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Smith (DS) plc
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Offer period commenced: 10:16 08-Feb-2024
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10p ordinary
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ISIN: GB0008220112
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NSI: 1,379,253,901
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OFFEROR: International Paper Company
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Offeror identified: 17:30 26-Mar-2024
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Rule 2.6 deadline: N/A
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common stock
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ISIN: US4601461035
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NSI: 347,323,080
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OFFEREE: Spirent Communications plc
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Offer period commenced: 07:00 05-Mar-2024
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3 1/3p ordinary
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ISIN: GB0004726096
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NSI: 578,646,363
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ADR
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ISIN: US84856M2098
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OFFEROR: Viavi Solutions Acquisitions Limited (a company indirectly owned by Viavi Solutions Inc.)
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Offeror identified: 07:00 05-Mar-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEROR: Keysight Technologies Inc.
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Offeror identified: 07:00 28-Mar-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: STM Group plc
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Offer period commenced: 07:00 11-Jul-2023
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0.1p ordinary
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ISIN: IM00B1S9KY98
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NSI: 59,408,088
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OFFEROR: Jambo SRC Limited
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Offeror identified: 07:00 11-Jul-2023
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: TClarke plc
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Offer period commenced: 07:00 16-Apr-2024
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10p ordinary
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ISIN: GB0002015021
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NSI: 52,850,780
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OFFEROR: Regent Acquisitions Limited
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Offeror identified: 07:00 16-Apr-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Tyman plc
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Offer period commenced: 07:00 22-Apr-2024
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5p ordinary
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ISIN: GB00B29H4253
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NSI: 196,322,249
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OFFEROR: Quanex Building Products Corporation
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Offeror identified: 07:00 22-Apr-2024
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Rule 2.6 deadline: N/A
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Common
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ISIN: US7476191041
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NSI: 33,111,593
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OFFEREE: UK Commercial Property REIT Limited
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Offer period commenced: 18:57 09-Feb-2024
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25p ordinary
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ISIN: GB00B19Z2J52
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NSI: 1,299,412,465
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OFFEROR: Tritax Big Box REIT plc
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Offeror identified: 18:57 09-Feb-2024
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Rule 2.6 deadline: N/A
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1p ordinary
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ISIN: GB00BG49KP99
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NSI: 1,903,738,325
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OFFEREE: Virgin Money UK plc
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Offer period commenced: 07:00 07-Mar-2024
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10p ordinary
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ISIN: GB00BD6GN030
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NSI: 1,296,472,686
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CDI
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ISIN: AU0000064966
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OFFEROR: Nationwide Building Society
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Offeror identified: 07:00 07-Mar-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Wincanton plc
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Offer period commenced: 07:00 19-Jan-2024
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10p ordinary
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ISIN: GB0030329360
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NSI: 125,980,718
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OFFEROR: GXO Logistics, Inc.
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Offeror identified: 07:10 26-Feb-2024
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Rule 2.6 deadline: N/A
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Disclosure of dealings and positions in this offeror is not required
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1.
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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.
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2.
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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.
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3.
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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).
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4.
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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.
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5.
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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.
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6.
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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.
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7.
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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.
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8.
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Opening Position Disclosures and Dealing Disclosures required under Rule 8 of the Code must be made to a Regulatory Information Service (“RIS”).
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9.
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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.
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10.
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The following are approved Regulatory Information Services:
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Business Wire Regulatory Disclosure provided by Business Wire
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+44 (0)20 7626 1982
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GlobeNewswire provided by GlobeNewswire UK Limited
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+44 (0)20 3753 2071
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PR Newswire Disclose provided by Cision Group Ltd
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+44 (0)20 7454 5210
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RNS provided by the London Stock Exchange
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+44 (0)20 7797 4400
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EQS COCKPIT provided by EQS Group AG
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+44 (0)20 3141 3940
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Rule 8 Summary
