Disclosure Table (

RNS Announcement

RNS Number : 0232U

Takeover Panel

20 November 2023

THE TAKEOVER PANEL - DISCLOSURE TABLE

20 November 2023

The following are today's changes to the Disclosure Table:

ADDITIONS

OFFEREE: musicMagpie plc
Offer period commenced: 07:00 20-Nov-2023
1p ordinary	ISIN: GB00BKY4XG48	NSI: 107,808,287
OFFEROR: BT Group plc
Offeror identified: 07:00 20-Nov-2023
Rule 2.6 deadline: 17:00 18-Dec-2023
Rule 2.9 information to follow
OFFEROR: Aurelius Group
Offeror identified: 07:00 20-Nov-2023
Rule 2.6 deadline: 17:00 18-Dec-2023
Rule 2.9 information to follow

OFFEREE: Velocys plc
Offer period commenced: 07:00 20-Nov-2023
1p ordinary	ISIN: GB00B11SZ269	NSI: 1,651,798,992
OFFEROR: A consortium comprising Lightrock LLP and Carbon Direct Capital Management LLC
Offeror identified: 07:00 20-Nov-2023
Rule 2.6 deadline: 17:00 18-Dec-2023
Disclosure of dealings and positions in this offeror is not required

DELETIONS

OFFEREE: Instem plc
Offer period commenced: 07:00 30-Aug-2023
10p ordinary	ISIN: GB00B3TQCK30	NSI: 24,053,390
OFFEROR: Ichor Management Limited (a newly incorporated company controlled by funds managed by ARCHIMED SAS)
Offeror identified: 07:00 30-Aug-2023
Rule 2.6 deadline: N/A
Disclosure of dealings and positions in this offeror is not required

OTHER AMENDMENTS

None

DISCLOSURE TABLE

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		NSI: 6,379,725
OFFEROR: No named offeror

OFFEREE: City Pub Group plc, The
Offer period commenced: 07:01 16-Nov-2023
1p ordinary	ISIN: GB00BYWRS683	NSI: 104,373,151
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: 113,893,571
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: 185,731,589
OFFEROR: Madison Dearborn Partners, LLC
Offeror identified: 13:39 01-Nov-2023
Rule 2.6 deadline: 17:00 29-Nov-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		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: 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: 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: 44,661,317
OFFEROR: HeadFirst Global
Offeror identified: 18:03 04-Jul-2023
Rule 2.6 deadline: 17:00 29-Nov-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
OFFEROR: BT Group plc
Offeror identified: 07:00 20-Nov-2023
Rule 2.6 deadline: 17:00 18-Dec-2023
Rule 2.9 information to follow
OFFEROR: Aurelius Group
Offeror identified: 07:00 20-Nov-2023
Rule 2.6 deadline: 17:00 18-Dec-2023
Rule 2.9 information to follow

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: 80,207,785
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		NSI: 645,269
OFFEROR: No named offeror

OFFEREE: Restaurant Group plc, The
Offer period commenced: 07:00 12-Oct-2023
28.125p ordinary	ISIN: GB00B0YG1K06	NSI: 770,220,791
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: 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: 10,647,985
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 28-Nov-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: 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		GBP: 4,737,000
Convertible Loan Note 17 February 2026 40p		GBP: 2,722,500

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

OFFEREE: UK Commercial Property REIT Limited
Offer period commenced: 07:00 08-Nov-2023
25p ordinary	ISIN: GB00B19Z2J52	NSI: 1,299,412,465
OFFEROR: Picton Property Income Limited
Offeror identified: 07:00 08-Nov-2023
Rule 2.6 deadline: 17:00 06-Dec-2023
NPV ordinary	ISIN: GB00B0LCW208	NSI: 547,605,596

OFFEREE: Velocys plc
Offer period commenced: 07:00 20-Nov-2023
1p ordinary	ISIN: GB00B11SZ269	NSI: 1,651,798,992
OFFEROR: A consortium comprising Lightrock LLP and Carbon Direct Capital Management LLC
Offeror identified: 07:00 20-Nov-2023
Rule 2.6 deadline: 17:00 18-Dec-2023
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.

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.	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
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.	EQS COCKPIT provided by EQS Group AG	+44 (0)20 3141 3940

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RNS metadata

Title: Disclosure Table (
Time: 13:35:54
Date: 20 Nov 2023
Category: Capital structure
ID: 0232U