THE TAKEOVER PANEL – DISCLOSURE TABLE
11 December 2023 – FINAL
The following are today’s changes to the Disclosure Table:
ADDITIONS
None
DELETIONS
OFFEREE: Tribal Group plc
Offer period commenced: 18:27 05-Oct-2023
5p ordinary ISIN: GB0030181522 NSI: 212,221,746
OFFEROR: Tiger Bidco 1 Ltd (a newly formed company indirectly owned by Ellucian Company L.P.)
Offeror identified: 18:27 05-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
AMENDMENTS
OFFEREE: Impellam Group plc
Offer period commenced: 07:00 12-Apr-2022
1p ordinary ISIN: GB00B8HWGJ55 NSI: 44,560,046
OFFEROR: HeadFirst Global
Offeror identified: 18:03 04-Jul-2023
Rule 2.6 deadline: 17:00 12-Dec-2023
Disclosure of dealings and positions in this offeror is not required
DISCLOSURE TABLE
OFFEREE: abrdn European Logistics Income plc
Offer period commenced: 07:00 27-Nov-2023
1p ordinary ISIN: GB00BD9PXH49 NSI: 412,174,356
No named offeror
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 ISIN: NSI: 6,379,725
No named offeror
OFFEREE: City Pub Group plc, The
Offer period commenced: 07:01 16-Nov-2023
1p ordinary ISIN: GB00BYWRS683 NSI: 104,628,151
OFFEROR: Young & Co.’s Brewery, plc
Offeror identified: 07:01 16-Nov-2023
Rule 2.6 deadline: N/A
12.5p A ordinary ISIN: GB00B2NDK765 NSI: 34,413,847
12.5p ordinary ISIN: GB00B2NDK989 NSI: 24,070,755
OFFEREE: Dechra Pharmaceuticals plc
Offer period commenced: 17:32 13-Apr-2023
1p ordinary ISIN: GB0009633180 NSI: 113,902,022
OFFEROR: Freya Bidco Limited (a newly formed company to be indirectly owned by (i) EQT X EUR SCSp and EQT X USD SCSp, each acting through its manager (gerant) EQT Fund Management S.a r.l., and (ii) Luxinva S.A.)
Offeror identified: 17:32 13-Apr-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: DX (Group) plc
Offer period commenced: 14:36 11-Sep-2023
1p ordinary ISIN: GB00BJTCG679 NSI: 604,900,491
OFFEROR: Transit Bidco Limited (an indirect wholly-owned subsidiary of funds advised or managed by H.I.G. Capital LLC or its affiliates, as advised or subadvised by H.I.G European Capital Partners LLP)
Offeror identified: 14:36 11-Sep-2023
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: 186,627,898
OFFEROR: Madison Dearborn Partners, LLC
Offeror identified: 13:39 01-Nov-2023
Rule 2.6 deadline: 17:00 27-Dec-2023
Disclosure of dealings and positions in this offeror is not required
OFFEREE: FireAngel Safety Technology Group plc
Offer period commenced: 07:02 06-Jun-2023
2p ordinary ISIN: GB0030508757 NSI: 302,321,822
Warrant 3p June 2026 ISIN: NSI: 60,355,529
OFFEROR: Intelligent Safety Electronics Pte. Ltd (a company incorporated in Singapore and wholly-owned by Siterwell Electronics Co., Ltd)
Offeror identified: 07:00 27-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Forward Partners Group plc
Offer period commenced: 07:00 27-Nov-2023
1p ordinary ISIN: GB00BKPGBB09 NSI: 134,613,117
OFFEROR: Molten Ventures plc
Offeror identified: 07:00 27-Nov-2023
Rule 2.6 deadline: N/A
1p ordinary ISIN: GB00BY7QYJ50 NSI: 152,999,853
OFFEREE: Gresham House plc
Offer period commenced: 07:00 17-Jul-2023
25p ordinary ISIN: GB0003887287 NSI: 38,273,996
OFFEROR: Seed Bidco Limited (a company controlled by funds advised by Searchlight Capital Partners, L.P. and its affiliates)
Offeror identified: 07:00 17-Jul-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Holders Technology plc
Offer period commenced: 07:00 29-Nov-2023
10p ordinary ISIN: GB0004312350 NSI: 4,224,164
OFFEROR: A concert party comprising Rudolf Weinreich, Victoria Blaisdell, Irene Weinreich and Amanda Stavri
Offeror identified: 07:00 29-Nov-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Hotel Chocolat Group plc
Offer period commenced: 07:00 16-Nov-2023
0.1p ordinary ISIN: GB00BYZC3B04 NSI: 137,597,673
OFFEROR: Hive Bidco, Inc. (a wholly-owned indirect subsidiary of Mars, Incorporated)
Offeror identified: 07:00 16-Nov-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Impellam Group plc
Offer period commenced: 07:00 12-Apr-2022
1p ordinary ISIN: GB00B8HWGJ55 NSI: 44,560,046
OFFEROR: HeadFirst Global
Offeror identified: 18:03 04-Jul-2023
Rule 2.6 deadline: 17:00 12-Dec-2023
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Isles of Scilly Steamship Company Limited (See Note 9 below)
Offer period commenced: 17:00 23-Nov-2023
100p ordinary ISIN: NSI: 1,455,438
OFFEROR: Harland & Wolff Group Holdings plc
Offeror identified: 17:00 23-Nov-2023
Rule 2.6 deadline: 17:00 21-Dec-2023
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Kin and Carta plc
Offer period commenced: 07:03 18-Oct-2023
10p ordinary ISIN: GB0007689002 NSI: 177,931,360
OFFEROR: Kelvin UK Bidco Limited (a newly formed company owned indirectly by funds advised by Apax Partners LLP)
Offeror identified: 07:03 18-Oct-2023
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
No named offeror
OFFEREE: Network International Holdings plc
Offer period commenced: 14:05 13-Apr-2023
10p ordinary ISIN: GB00BH3VJ782 NSI: 532,748,593
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: OnTheMarket plc
Offer period commenced: 07:05 19-Oct-2023
0.2p ordinary ISIN: GB00BFN3K335 NSI: 85,111,256
OFFEROR: CoStar UK Limited (a wholly-owned indirect subsidiary of CoStar Group, Inc.)
Offeror identified: 07:05 19-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Premier Veterinary Group plc (See Note 9 below)
Offer period commenced: 10:19 15-Sep-2023
0.1p ordinary ISIN: GB00BSZLMS59 NSI: 16,497,970
0.1p A ordinary ISIN: NSI: 645,269
No named offeror
OFFEREE: Restaurant Group plc, The
Offer period commenced: 07:00 12-Oct-2023
28.125p ordinary ISIN: GB00B0YG1K06 NSI: 770,411,433
OFFEROR: Rock BidCo Limited (a special purpose vehicle indirectly owned by the Apollo Funds, managed by affiliates of Apollo Global Management, Inc.)
Offeror identified: 07:00 12-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Rotala plc
Offer period commenced: 13:36 19-Sep-2023
25p ordinary ISIN: GB00B1Z2MP60 NSI: 31,021,784
OFFEROR: Rotala Group Limited (a newly incorporated entity directly and indirectly owned and controlled by Simon Dunn, Robert Dunn, John Gunn, the spouses of Simon Dunn and Robert Dunn and Wengen Pension Plan)
Offeror identified: 13:36 19-Sep-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: ScS Group plc
Offer period commenced: 07:00 24-Oct-2023
0.1p ordinary ISIN: GB00BRF0TJ56 NSI: 33,954,674
OFFEROR: Cerezzola Limited (a wholly-owned subsidiary of Poltronesofa S.p.A.)
Offeror identified: 07:00 24-Oct-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Smart Metering Systems plc
Offer period commenced: 07:00 07-Dec-2023
1p ordinary ISIN: GB00B4X1RC86 NSI: 133,606,918
OFFEROR: Sienna Bidco Limited (a company wholly-owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates)
Offeror identified: 07:00 07-Dec-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Smoove plc
Offer period commenced: 11:38 24-Apr-2023
0.4p ordinary ISIN: GB00BNG8T458 NSI: 57,016,550
OFFEROR: Digcom UK Holdings Limited (an indirect subsidiary undertaking of PEXA Group Limited)
Offeror identified: 11:38 24-Apr-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Sopheon plc
Offer period commenced: 13:00 31-Oct-2023
20p ordinary ISIN: GB00BSZM1369 NSI: 10,693,079
OFFEROR: IOps Buyer Inc. (a wholly-owned subsidiary of Wellspring Worldwide Inc.)
Offeror identified: 13:00 31-Oct-2023
Rule 2.6 deadline: 17:00 26-Dec-2023
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: Ten Entertainment Group plc
Offer period commenced: 07:00 06-Dec-2023
1p ordinary ISIN: GB00BF020D33 NSI: 68,496,118
OFFEROR: Neon Buyer Limited (a newly formed company indirectly owned by investment funds advised by Trive Capital Partners LP)
Offeror identified: 07:00 06-Dec-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: TMT Acquisition plc
Offer period commenced: 13:30 03-Oct-2023
4p ordinary ISIN: GB00BN7DKC44 NSI: 27,500,000
OFFEROR: Belluscura plc
Offeror identified: 13:30 03-Oct-2023
Rule 2.6 deadline: N/A
1p ordinary ISIN: GB00BD3B8Z11 NSI: 137,532,567
Convertible Loan Note 17 February 2026 50p ISIN: GBP: 4,737,000
Convertible Loan Note 17 February 2026 40p ISIN: GBP: 2,722,500
OFFEREE: Velocys plc
Offer period commenced: 07:00 20-Nov-2023
1p ordinary ISIN: GB00B11SZ269 NSI: 1,651,798,992
OFFEROR: Madison Bidco Limited (A newly formed company indirectly owned by a consortium comprising a fund advised by Lightrock, a fund advised by Carbon Direct Capital, GenZero and Kibo Investments)
Offeror identified: 07:00 20-Nov-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required
OFFEREE: Wentworth Resources plc
Offer period commenced: 07:00 05-Dec-2022
NPV ordinary ISIN: JE00BGT34J81 NSI: 178,952,098
OFFEROR: Etablissements Maurel & Prom S.A.
Offeror identified: 07:00 05-Dec-2022
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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Rule 8 Summary