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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: Tribal Group plc
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Offer period commenced: 18:27 05-Oct-2023
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5p ordinary
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ISIN: GB0030181522
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NSI: 212,221,746
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OFFEROR: Tiger Bidco 1 Ltd (a newly formed company indirectly owned by Ellucian Company L.P.)
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Offeror identified: 18:27 05-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: Impellam Group plc
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Offer period commenced: 07:00 12-Apr-2022
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1p ordinary
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ISIN: GB00B8HWGJ55
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NSI: 44,560,046
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OFFEROR: HeadFirst Global
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Offeror identified: 18:03 04-Jul-2023
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Rule 2.6 deadline: 17:00 12-Dec-2023
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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: 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: City Pub Group plc, The
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Offer period commenced: 07:01 16-Nov-2023
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1p ordinary
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ISIN: GB00BYWRS683
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NSI: 104,628,151
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OFFEROR: Young & Co.’s Brewery, plc
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Offeror identified: 07:01 16-Nov-2023
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Rule 2.6 deadline: N/A
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12.5p A ordinary
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ISIN: GB00B2NDK765
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NSI: 34,413,847
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12.5p ordinary
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ISIN: GB00B2NDK989
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NSI: 24,070,755
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OFFEREE: Dechra Pharmaceuticals plc
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Offer period commenced: 17:32 13-Apr-2023
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1p ordinary
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ISIN: GB0009633180
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NSI: 113,902,022
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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.)
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Offeror identified: 17:32 13-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: DX (Group) plc
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Offer period commenced: 14:36 11-Sep-2023
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1p ordinary
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ISIN: GB00BJTCG679
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NSI: 604,900,491
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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)
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Offeror identified: 14:36 11-Sep-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: 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: 186,627,898
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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 27-Dec-2023
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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: Forward Partners Group plc
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Offer period commenced: 07:00 27-Nov-2023
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1p ordinary
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ISIN: GB00BKPGBB09
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NSI: 134,613,117
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OFFEROR: Molten Ventures plc
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Offeror identified: 07:00 27-Nov-2023
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Rule 2.6 deadline: N/A
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1p ordinary
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ISIN: GB00BY7QYJ50
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NSI: 152,999,853
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OFFEREE: Gresham House plc
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Offer period commenced: 07:00 17-Jul-2023
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25p ordinary
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ISIN: GB0003887287
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NSI: 38,273,996
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OFFEROR: Seed Bidco Limited (a company controlled by funds advised by Searchlight Capital Partners, L.P. and its affiliates)
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Offeror identified: 07:00 17-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: Holders Technology plc
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Offer period commenced: 07:00 29-Nov-2023
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10p ordinary
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ISIN: GB0004312350
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NSI: 4,224,164
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OFFEROR: A concert party comprising Rudolf Weinreich, Victoria Blaisdell, Irene Weinreich and Amanda Stavri
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Offeror identified: 07:00 29-Nov-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: Hotel Chocolat Group plc
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Offer period commenced: 07:00 16-Nov-2023
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0.1p ordinary
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ISIN: GB00BYZC3B04
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NSI: 137,597,673
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OFFEROR: Hive Bidco, Inc. (a wholly-owned indirect subsidiary of Mars, Incorporated)
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Offeror identified: 07:00 16-Nov-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: Impellam Group plc
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Offer period commenced: 07:00 12-Apr-2022
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1p ordinary
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ISIN: GB00B8HWGJ55
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NSI: 44,560,046
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OFFEROR: HeadFirst Global
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Offeror identified: 18:03 04-Jul-2023
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Rule 2.6 deadline: 17:00 12-Dec-2023
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Disclosure of dealings and positions in this offeror is not required
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OFFEREE: Isles of Scilly Steamship Company Limited (See Note 9 below)
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Offer period commenced: 17:00 23-Nov-2023
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100p ordinary
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ISIN:
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NSI: 1,455,438
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OFFEROR: Harland & Wolff Group Holdings plc
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Offeror identified: 17:00 23-Nov-2023
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Rule 2.6 deadline: 17:00 21-Dec-2023
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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: Kelvin UK Bidco Limited (a newly formed company owned indirectly by funds advised by Apax Partners LLP)
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Offeror identified: 07:03 18-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: 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: OnTheMarket plc
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Offer period commenced: 07:05 19-Oct-2023
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0.2p ordinary
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ISIN: GB00BFN3K335
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NSI: 85,111,256
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OFFEROR: CoStar UK Limited (a wholly-owned indirect subsidiary of CoStar Group, Inc.)
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Offeror identified: 07:05 19-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: Premier Veterinary Group plc (See Note 9 below)
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Offer period commenced: 10:19 15-Sep-2023
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0.1p ordinary
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ISIN: GB00BSZLMS59
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NSI: 16,497,970
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0.1p A ordinary
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ISIN:
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NSI: 645,269
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No named offeror
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OFFEREE: Restaurant Group plc, The
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Offer period commenced: 07:00 12-Oct-2023
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28.125p ordinary
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ISIN: GB00B0YG1K06
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NSI: 770,411,433
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OFFEROR: Rock BidCo Limited (a special purpose vehicle indirectly owned by the Apollo Funds, managed by affiliates of Apollo Global Management, Inc.)
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Offeror identified: 07:00 12-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: Rotala plc
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Offer period commenced: 13:36 19-Sep-2023
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25p ordinary
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ISIN: GB00B1Z2MP60
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NSI: 31,021,784
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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)
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Offeror identified: 13:36 19-Sep-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: ScS Group plc
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Offer period commenced: 07:00 24-Oct-2023
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0.1p ordinary
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ISIN: GB00BRF0TJ56
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NSI: 33,954,674
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OFFEROR: Cerezzola Limited (a wholly-owned subsidiary of Poltronesofa S.p.A.)
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Offeror identified: 07:00 24-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: Smart Metering Systems plc
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Offer period commenced: 07:00 07-Dec-2023
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1p ordinary
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ISIN: GB00B4X1RC86
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NSI: 133,606,918
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OFFEROR: Sienna Bidco Limited (a company wholly-owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates)
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Offeror identified: 07:00 07-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: Smoove plc
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Offer period commenced: 11:38 24-Apr-2023
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0.4p ordinary
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ISIN: GB00BNG8T458
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NSI: 57,016,550
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OFFEROR: Digcom UK Holdings Limited (an indirect subsidiary undertaking of PEXA Group Limited)
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Offeror identified: 11:38 24-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: Sopheon plc
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Offer period commenced: 13:00 31-Oct-2023
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20p ordinary
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ISIN: GB00BSZM1369
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NSI: 10,693,079
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OFFEROR: IOps Buyer Inc. (a wholly-owned subsidiary of Wellspring Worldwide Inc.)
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Offeror identified: 13:00 31-Oct-2023
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Rule 2.6 deadline: 17:00 26-Dec-2023
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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: Ten Entertainment Group plc
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Offer period commenced: 07:00 06-Dec-2023
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1p ordinary
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ISIN: GB00BF020D33
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NSI: 68,496,118
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OFFEROR: Neon Buyer Limited (a newly formed company indirectly owned by investment funds advised by Trive Capital Partners LP)
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Offeror identified: 07:00 06-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: TMT Acquisition plc
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Offer period commenced: 13:30 03-Oct-2023
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4p ordinary
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ISIN: GB00BN7DKC44
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NSI: 27,500,000
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OFFEROR: Belluscura plc
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Offeror identified: 13:30 03-Oct-2023
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Rule 2.6 deadline: N/A
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1p ordinary
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ISIN: GB00BD3B8Z11
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NSI: 137,532,567
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Convertible Loan Note 17 February 2026 50p
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ISIN:
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GBP: 4,737,000
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Convertible Loan Note 17 February 2026 40p
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ISIN:
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GBP: 2,722,500
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OFFEREE: Velocys plc
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Offer period commenced: 07:00 20-Nov-2023
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1p ordinary
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ISIN: GB00B11SZ269
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NSI: 1,651,798,992
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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)
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Offeror identified: 07:00 20-Nov-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: Wentworth Resources plc
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Offer period commenced: 07:00 05-Dec-2022
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NPV ordinary
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ISIN: JE00BGT34J81
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NSI: 178,952,098
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OFFEROR: Etablissements Maurel & Prom S.A.
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Offeror identified: 07:00 05-Dec-2022
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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
