| THE TAKEOVER PANEL - DISCLOSURE TABLE |
| 02 September 2022 - FINAL |
| The following are today's changes to the Disclosure Table: |
| ADDITIONS |
| None |
| DELETIONS |
| None |
| AMENDMENTS |
| OFFEREE: Biffa plc | ||
| Offer period commenced: 07:00 07-Jun-2022 | ||
| 1p ordinary | ISIN: GB00BD8DR117 | NSI: 306,047,007 |
| OFFEROR: Energy Capital Partners, LLC | ||
| Offeror identified: 07:00 07-Jun-2022 | ||
| Rule 2.6 deadline: 17:00 27-Sep-2022 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Countryside Partnerships plc | ||
| Offer period commenced: 07:00 30-May-2022 | ||
| 0.01p ordinary | ISIN: GB00BYPHNG03 | NSI: 499,723,298 |
| OFFEROR: Inclusive Capital Partners L.P. | ||
| Offeror identified: 07:00 30-May-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Micro Focus International plc | ||
| Offer period commenced: 21:09 25-Aug-2022 | ||
| 10p ordinary | ISIN: GB00BJ1F4N75 | NSI: 336,045,922 |
| ADR | ISIN: US5948374039 | |
| OFFEROR: Open Text Corporation (through its wholly-owned subsidiary, Open Text UK Holding Limited) | ||
| Offeror identified: 21:09 25-Aug-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| DISCLOSURE TABLE |
| OFFEREE: Allied Minds plc | ||
| Offer period commenced: 16:38 09-Mar-2022 | ||
| 1p ordinary | ISIN: GB00BLRLH124 | NSI: 239,650,273 |
| OFFEROR: No named offeror | ||
| OFFEREE: Avast plc | ||
| Offer period commenced: 22:23 14-Jul-2021 | ||
| 10p ordinary | ISIN: GB00BDD85M81 | NSI: 1,045,271,441 |
| OFFEROR: Nitro Bidco Limited (a wholly-owned subsidiary of NortonLifeLock Inc.) | ||
| Offeror identified: 22:23 14-Jul-2021 | ||
| Rule 2.6 deadline: N/A | ||
| USD 0.01 common | ISIN: US6687711084 | NSI: 571,706,807 |
| OFFEREE: AVEVA Group plc | ||
| Offer period commenced: 12:15 24-Aug-2022 | ||
| 3 5/9p ordinary | ISIN: GB00BBG9VN75 | NSI: 301,933,770 |
| OFFEROR: Schneider Electric SE | ||
| Offeror identified: 12:15 24-Aug-2022 | ||
| Rule 2.6 deadline: 17:00 21-Sep-2022 | ||
| EUR 4 ordinary shares | ISIN: FR0000121972 | NSI: 559,023,509 |
| 0.000% Sustainability-Linked Senior Unsecured Convertible Bonds | ISIN: FR0014000OG2 | EUR: 650,000,020 |
| OFFEREE: Biffa plc | ||
| Offer period commenced: 07:00 07-Jun-2022 | ||
| 1p ordinary | ISIN: GB00BD8DR117 | NSI: 306,047,007 |
| OFFEROR: Energy Capital Partners, LLC | ||
| Offeror identified: 07:00 07-Jun-2022 | ||
| Rule 2.6 deadline: 17:00 27-Sep-2022 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Brewin Dolphin Holdings plc | ||
| Offer period commenced: 07:00 31-Mar-2022 | ||
| 1p ordinary | ISIN: GB0001765816 | NSI: 303,728,512 |
| OFFEROR: RBC Wealth Management (Jersey) Holdings Limited (an indirect wholly-owned subsidiary of Royal Bank of Canada) | ||
| Offeror identified: 07:00 31-Mar-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Capricorn Energy plc | ||
| Offer period commenced: 07:10 01-Jun-2022 | ||
| 21/13p ordinary | ISIN: GB00BN0SMB92 | NSI: 315,072,439 |
| OFFEROR: Tullow Oil plc | ||
| Offeror identified: 07:10 01-Jun-2022 | ||
| Rule 2.6 deadline: N/A | ||
| 10p ordinary | ISIN: GB0001500809 | NSI: 1,438,524,083 |
| OFFEREE: CareTech Holdings plc | ||
| Offer period commenced: 07:00 07-Mar-2022 | ||
| 0.5p ordinary | ISIN: GB00B0KWHQ09 | NSI: 113,336,434 |
| OFFEROR: Amalfi Bidco Limited (indirectly owned by joint offerors Sheikh Holdings Group (Investments) Limited, Belgravia Investments Limited and Kensington Capital Limited, funds managed by THCS IV GP S.a r.l. and TH Management IV S.a r.l.) | ||
| Offeror identified: 07:00 07-Mar-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: ContourGlobal plc | ||
| Offer period commenced: 07:00 17-May-2022 | ||
| 1p ordinary | ISIN: GB00BF448H58 | NSI: 656,942,312 |
| OFFEROR: Cretaceous Bidco Limited (a newly formed company wholly-owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates) | ||
| Offeror identified: 07:00 17-May-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Countryside Partnerships plc | ||
| Offer period commenced: 07:00 30-May-2022 | ||
| 0.01p ordinary | ISIN: GB00BYPHNG03 | NSI: 499,723,298 |
| OFFEROR: Inclusive Capital Partners L.P. | ||
| Offeror identified: 07:00 30-May-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Darktrace plc | ||
| Offer period commenced: 18:33 15-Aug-2022 | ||
| 1p ordinary | ISIN: GB00BNYK8G86 | NSI: 718,183,805 |
| OFFEROR: Thoma Bravo L.P. | ||
| Offeror identified: 18:33 15-Aug-2022 | ||
| Rule 2.6 deadline: 17:00 12-Sep-2022 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Diurnal Group plc | ||
| Offer period commenced: 07:00 30-Aug-2022 | ||
| 5p ordinary | ISIN: GB00BDB6Q760 | NSI: 170,040,825 |
| OFFEROR: Neurocrine Biosciences, Inc. | ||
| Offeror identified: 07:00 30-Aug-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: EMIS Group plc | ||
| Offer period commenced: 15:50 17-Jun-2022 | ||
| 1p ordinary | ISIN: GB00B61D1Y04 | NSI: 63,311,396 |
| OFFEROR: Bordeaux UK Holdings II Limited (an affiliate of Optum Health Solutions (UK) Limited and a wholly owned subsidiary of UnitedHealth Group Incorporated) | ||
| Offeror identified: 15:50 17-Jun-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Euromoney Institutional Investor plc | ||
| Offer period commenced: 07:00 20-Jun-2022 | ||
| 0.25p ordinary | ISIN: GB0006886666 | NSI: 109,304,763 |
| OFFEROR: Becketts Bidco Limited (a newly incorporated company controlled by funds managed and/or advised by Astorg Asset Management S.a r.l., Epiris GP Limited and Epiris GP III Limited) | ||
| Offeror identified: 07:00 20-Jun-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: eve Sleep plc | ||
| Offer period commenced: 07:00 06-Jun-2022 | ||
| 0.1p ordinary | ISIN: GB00BYWMFT51 | NSI: 274,742,418 |
| OFFEROR: No named offeror | ||
| OFFEREE: Forest Company Limited, The (See Note 9 below) | ||
| Offer period commenced: 11:37 22-Nov-2021 | ||
| USD 0.10 ordinary | ISIN: GG00B4TC8Z57 | NSI: 51,243,641 |
| USD 0.10 A ordinary | ||
| OFFEROR: No named offeror | ||
| OFFEREE: Go-Ahead Group plc, The | ||
| Offer period commenced: 09:14 13-Jun-2022 | ||
| 10p ordinary | ISIN: GB0003753778 | NSI: 43,177,390 |
| OFFEROR: Gerrard Investment Bidco Limited a newly formed company indirectly owned by Kinetic TCo Pty Ltd and Globalvia Inversiones S.A.U. | ||
| Offeror identified: 09:14 13-Jun-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: HomeServe plc | ||
| Offer period commenced: 16:09 24-Mar-2022 | ||
| 2 9/13p ordinary | ISIN: GB00BYYTFB60 | NSI: 336,671,735 |
| OFFEROR: Hestia Bidco Limited (an indirect subsidiary of Brookfield Infrastructure funds) | ||
| Offeror identified: 16:09 24-Mar-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: iEnergizer Limited | ||
| Offer period commenced: 12:57 09-Jun-2022 | ||
| 10p ordinary | ISIN: GG00B54NMG96 | NSI: 190,130,008 |
| OFFEROR: BPEA Advisors Private Limited | ||
| Offeror identified: 12:57 09-Jun-2022 | ||
| 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: 45,113,934 |
| OFFEROR: No named offeror | ||
| OFFEREE: Lamprell plc | ||
| Offer period commenced: 07:01 24-Jun-2022 | ||
| 5p ordinary | ISIN: GB00B1CL5249 | NSI: 412,817,636 |
| OFFEROR: Thunderball Investments Limited (a newly formed company owned by Blofeld Investment Management Limited and AlGihaz Holding Closed Joint-Stock Company) | ||
| Offeror identified: 07:01 24-Jun-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: M&C Saatchi plc | ||
| Offer period commenced: 07:00 06-Jan-2022 | ||
| 1p ordinary | ISIN: GB00B01F7T14 | NSI: 122,257,465 |
| OFFEROR: AdvancedAdvT Limited (a vehicle connected with Vin Murria) | ||
| Offeror identified: 07:00 06-Jan-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Ordinary NPV | ISIN: VGG0103J1075 | NSI: 133,200,000 |
| OFFEROR: Next Fifteen Communications Group plc | ||
| Offeror identified: 07:01 20-May-2022 | ||
| Rule 2.6 deadline: N/A | ||
| 2.5p ordinary | ISIN: GB0030026057 | NSI: 98,381,658 |
| OFFEREE: Mediclinic International plc | ||
| Offer period commenced: 07:30 09-Jun-2022 | ||
| 10p ordinary | ISIN: GB00B8HX8Z88 | NSI: 737,243,810 |
| OFFEROR: Manta Bidco Limited (a newly formed company owned by a consortium comprising Remgro Limited and SAS Shipping Agencies Services S.a.r.l., a wholly owned subsidiary of MSC Mediterranean Shipping Company SA) | ||
| Offeror identified: 07:30 09-Jun-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Meggitt plc | ||
| Offer period commenced: 07:00 02-Aug-2021 | ||
| 5p ordinary | ISIN: GB0005758098 | NSI: 782,887,591 |
| OFFEROR: Parker-Hannifin Corporation | ||
| Offeror identified: 07:00 02-Aug-2021 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Micro Focus International plc | ||
| Offer period commenced: 21:09 25-Aug-2022 | ||
| 10p ordinary | ISIN: GB00BJ1F4N75 | NSI: 336,045,922 |
| ADR | ISIN: US5948374039 | |
| OFFEROR: Open Text Corporation (through its wholly-owned subsidiary, Open Text UK Holding Limited) | ||
| Offeror identified: 21:09 25-Aug-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: MySale Group plc | ||
| Offer period commenced: 11:41 17-Aug-2022 | ||
| NPV ordinary | ISIN: JE00BMH4MR96 | NSI: 949,274,076 |
| Convertible Loan Note 30/4/25 | AUD: 2,300,000 | |
| OFFEROR: Frasers Group plc | ||
| Offeror identified: 11:41 17-Aug-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: PCF Group plc | ||
| Offer period commenced: 07:00 31-May-2022 | ||
| 5p ordinary | ISIN: GB0004189378 | NSI: 333,810,136 |
| OFFEROR: Castle Trust Capital plc | ||
| Offeror identified: 07:00 31-May-2022 | ||
| Rule 2.6 deadline: 17:00 20-Sep-2022 | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: RPS Group plc | ||
| Offer period commenced: 21:37 08-Aug-2022 | ||
| 3p ordinary | ISIN: GB0007594764 | NSI: 277,510,925 |
| OFFEROR: WSP Group Holdings Limited (a wholly-owned subsidiary of WSP Global Inc.) | ||
| Offeror identified: 21:37 08-Aug-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Shaftesbury plc | ||
| Offer period commenced: 22:35 07-May-2022 | ||
| 25p ordinary | ISIN: GB0007990962 | NSI: 384,370,449 |
| OFFEROR: Capital & Counties Properties plc | ||
| Offeror identified: 22:35 07-May-2022 | ||
| Rule 2.6 deadline: N/A | ||
| 25p ordinary | ISIN: GB00B62G9D36 | NSI: 851,274,235 |
| OFFEREE: Ted Baker plc | ||
| Offer period commenced: 07:00 18-Mar-2022 | ||
| 5p ordinary | ISIN: GB0001048619 | NSI: 184,616,158 |
| OFFEROR: ABG-Robin BidCo (UK) Limited (a newly incorporated entity wholly-owned by Authentic Brands Group, LLC) | ||
| Offeror identified: 07:00 16-Aug-2022 | ||
| Rule 2.6 deadline: N/A | ||
| Disclosure of dealings and positions in this offeror is not required | ||
| OFFEREE: Tekmar Group plc | ||
| Offer period commenced: 07:02 13-Jun-2022 | ||
| 1p ordinary | ISIN: GB00BDFGGK53 | NSI: 60,960,234 |
| OFFEROR: No named offeror | ||
| 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 |