THE TAKEOVER PANEL – DISCLOSURE TABLE
09 December 2024 – FINAL
The following are today’s changes to the Disclosure Table:
ADDITIONS
None
DELETIONS
None
AMENDMENTS
OFFEREE: Ora Technology plc
Offer period commenced: 09:30 23-Aug-2024
0.1p ordinary ISIN: GB00BP4YBY34 NSI: 209,870,075
OFFEROR: Kondor AI plc
Offeror identified: 09:30 23-Aug-2024
Rule 2.6 deadline: 17:00 13-Dec-2024
0.1p ordinary ISIN: GB00BRXKJ754 NSI: 180,050,000
DISCLOSURE TABLE
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: Brand Architekts Group plc
Offer period commenced: 07:00 05-Dec-2024
5p ordinary ISIN: GB0008667304 NSI: 27,943,180
OFFEROR: Warpaint London plc
Offeror identified: 07:00 05-Dec-2024
Rule 2.6 deadline: N/A
25p ordinary ISIN: GB00BYMF3676 NSI: 77,742,723
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: Brown (N.) Group plc
Offer period commenced: 07:00 17-Oct-2024
11 1/19p ordinary ISIN: GB00B1P6ZR11 NSI: 467,631,411
OFFEROR: Falcon 24 Topco Limited (a company owned and controlled by Joshua Alliance)
Offeror identified: 07:00 17-Oct-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: 234,400,789
OFFEROR: NewRiver REIT plc
Offeror identified: 08:46 23-May-2024
Rule 2.6 deadline: N/A
1p ordinary ISIN: GB00BD7XPJ64 NSI: 378,176,668
OFFEREE: Condor Gold plc
Offer period commenced: 18:21 01-Dec-2024
0.1p ordinary ISIN: GB00B8225591 NSI: 204,442,778
warrant ISIN: NSI: 5,803,570
OFFEROR: Metals Exploration plc
Offeror identified: 18:21 01-Dec-2024
Rule 2.6 deadline: N/A
0.01p ordinary ISIN: GB00B0394F60 NSI: 1,728,216,415
OFFEREE: Digitalbox plc
Offer period commenced: 15:54 04-Oct-2024
1p ordinary ISIN: GB00BJK9H642 NSI: 117,923,393
No named offeror
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
Restricted Tier 1 Note ISIN: XS1728036366 GBP: 350,000,000
OFFEROR: Aviva plc
Offeror identified: 17:53 27-Nov-2024
Rule 2.6 deadline: 17:00 25-Dec-2024
32 17/19p ordinary ISIN: GB00BPQY8M80 NSI: 2,677,646,728
ADR ISIN: US05382A3023
OFFEREE: easyHotel Limited (See Note 9 below)
Offer period commenced: 18:19 15-Aug-2024
1p ordinary ISIN: NSI: 233,982,617
No named offeror
OFFEREE: Eckoh plc
Offer period commenced: 07:00 22-Aug-2024
0.25p ordinary ISIN: GB0033359141 NSI: 292,387,239
OFFEROR: Eagle UK Bidco Limited (an indirect, wholly-owned subsidiary of certain funds managed by Bridgepoint Advisers II Limited)
Offeror identified: 07:00 30-Oct-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Equals Group plc
Offer period commenced: 13:39 01-Nov-2023
1p ordinary ISIN: GB00BLS0XX25 NSI: 190,371,498
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 11-Dec-2024
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Equipmake Holdings plc
Offer period commenced: 07:01 06-Dec-2024
0.01p ordinary ISIN: GB00BMBVXB73 NSI: 1,120,074,565
No named offeror
OFFEREE: Good Energy Group plc
Offer period commenced: 07:00 28-Oct-2024
5p ordinary ISIN: GB0033600353 NSI: 18,506,399
OFFEROR: Esyasoft Holding Limited
Offeror identified: 07:00 28-Oct-2024
Rule 2.6 deadline: 17:00 23-Dec-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 ISIN: NSI: 3,874,623
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: Hummingbird Resources plc
Offer period commenced: 17:33 06-Nov-2024
1p ordinary ISIN: GB00B60BWY28 NSI: 811,308,990
OFFEROR: Nioko Resources Corporation (a wholly-owned subsidiary of CIG SA)
Offeror identified: 17:33 06-Nov-2024
Rule 2.6 deadline: 17:00 03-Jan-2025
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: Learning Technologies Group plc
Offer period commenced: 16:01 27-Sep-2024
0.375p ordinary ISIN: GB00B4T7HX10 NSI: 792,167,233
OFFEROR: Leopard UK Bidco Limited (a newly formed company owned by funds managed by GASC APF, L.P. and certain of its managed funds (including Atlantic Park), accounts and/or affiliates)
Offeror identified: 16:01 27-Sep-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Loungers plc
Offer period commenced: 07:01 28-Nov-2024
1p ordinary ISIN: GB00BH4JR002 NSI: 103,954,562
OFFEROR: CF Exedra Bidco Limited (a newly formed company indirectly owned by funds and accounts managed or advised by affiliates of Fortress Investment Group, LLC)
Offeror identified: 07:01 28-Nov-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: AO Ltd (a wholly-owned subsidiary of AO World plc)
Offeror identified: 07:00 02-Oct-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: National World plc
Offer period commenced: 07:00 22-Nov-2024
0.1p ordinary ISIN: GB00BJN5J635 NSI: 267,663,987
OFFEROR: Media Concierge (Holdings) Limited
Offeror identified: 07:00 22-Nov-2024
Rule 2.6 deadline: 17:00 20-Dec-2024
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Ora Technology plc
Offer period commenced: 09:30 23-Aug-2024
0.1p ordinary ISIN: GB00BP4YBY34 NSI: 209,870,075
OFFEROR: Kondor AI plc
Offeror identified: 09:30 23-Aug-2024
Rule 2.6 deadline: 17:00 13-Dec-2024
0.1p ordinary ISIN: GB00BRXKJ754 NSI: 180,050,000
OFFEREE: PRS REIT plc, The
Offer period commenced: 13:30 23-Oct-2024
1p ordinary ISIN: GB00BF01NH51 NSI: 549,251,458
No named offeror
OFFEREE: Renewi plc
Offer period commenced: 10:11 28-Nov-2024
100p ordinary ISIN: GB00BNR4T868 NSI: 80,559,470
OFFEROR: Macquarie Asset Management (on behalf of one or more funds or entities managed by Macquarie Infrastructure and Real Assets (Europe) Limited and its affiliates and any relevant subsidiaries of such funds or entities)
Offeror identified: 10:11 28-Nov-2024
Rule 2.6 deadline: 17:00 26-Dec-2024
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Smith (DS) plc
Offer period commenced: 10:16 08-Feb-2024
10p ordinary ISIN: GB0008220112 NSI: 1,380,504,619
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: TI Fluid Systems plc
Offer period commenced: 16:10 14-Sep-2024
1p ordinary ISIN: GB00BYQB9V88 NSI: 496,214,659
OFFEROR: ABC Technologies Acquisitions Limited (a newly-formed company wholly-owned by ABC Technologies)
Offeror identified: 16:10 14-Sep-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Tissue Regenix Group plc
Offer period commenced: 16:36 04-Nov-2024
0.1p ordinary ISIN: GB00BNTXR104 NSI: 71,395,635
No named offeror
OFFEREE: Touchstar plc
Offer period commenced: 00:07 26-Sep-2024
5p ordinary ISIN: GB00BD9YDB55 NSI: 8,200,077
No named offeror
OFFEREE: Tritax EuroBox plc
Offer period commenced: 16:26 03-Jun-2024
1p ordinary ISIN: GB00BG382L74 NSI: 806,803,984
OFFEROR: Titanium Ruth Bidco Limited (a newly formed company indirectly owned by one of Brookfield’s real estate private funds)
Offeror identified: 16:26 03-Jun-2024
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: TT Electronics plc
Offer period commenced: 07:01 15-Nov-2024
25p ordinary ISIN: GB0008711763 NSI: 177,884,541
OFFEROR: Volex plc
Offeror identified: 07:01 15-Nov-2024
Rule 2.6 deadline: 17:00 13-Dec-2024
25p ordinary ISIN: GB0009390070 NSI: 181,651,108
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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Rule 8 Summary