UK Public M&A Update 2019 REVIEW
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UK Public M&A Update
2019 REVIEWContents Introduction
Introduction 3 Welcome to Ashurst’s annual Public M&A Update – 2019 Review.
Overview 4 As with our previous Updates, the overview provides an analysis of trends in the public
M&A market in the UK during the year. Appendix 1 contains a summary of the key
Practice & Panel Statements 12 features of the firm offer announcements we have reviewed in 2019.
Contacts 13 The Q4 2019 Digest summarises recent news and developments from the UK Takeover
Panel (the Panel) and any relevant court cases.
Appendix: Announced UK takeover bids
In the last quarter, Ashurst mandates have included advising:
(1 January to 31 December 2019) 14
1. Amerisur Resources in relation to a recommended £242 million offer for the
company by GeoPark Colombia S.A.S., following a formal sale process;
2. Goldman Sachs International in relation to the recommended partial offer for,
and proposed share subscription in, Capital & Regional plc by Growthpoint
Properties Limited;
3. Citigroup Global Markets Limited in relation to the £382 million recommended cash
offer for Eland Oil & Gas PLC by Seplat Petroleum Development Company Plc;
4. Goldman Sachs International in relation to the US$3.8 billion recommended cash
offer for Sophos Group plc by Surf Buyer Limited (a newly formed company owned
by funds managed and/or advised by Thoma Bravo, LLC);
5. Wells Fargo in relation to Henderson Park’s €1.3 billion offer for Green REIT Plc; and
6. N.M. Rothschild & Sons Limited in relation to the £500 million recommended
cash offer for Hansteen Holdings plc by Potter UK Bidco Limited (a newly formed
company indirectly owned by investment funds advised by affiliates of The
Blackstone Group Inc.).
We hope you enjoy reading this Update and, as always, we would welcome your
feedback.
Best wishes
The Ashurst Public M&A Team
3Overview Deal values
In contrast to deal volumes, deal values significantly decreased from a total of £120.4bn
2019 2018 2017 in 2018 to a total of £54.2bn in 2019. This is explicable in part by the decreased number
of offers which exceeded £1bn and the absence of “mega deals”, such as 2018’s Takeda
Announced bids1 74 45 46 Pharmaceutical Company Limited’s £46bn acquisition of Shire plc and Comcast
Corporation’s £30.6bn acquisition of Sky plc. In contrast, the highest value offer
Recommended 63 38 39 announced in 2019 was the recommended £6.26bn all-share merger of Takeaway.com
N.V. and Just Eat plc.
Schemes of arrangement 50 33 29
Overall, mid-market M&A powered the surge in deal volumes in 2019, with 43 (27) firm
Average of bid premia offers having a deal value in excess of £100m, representing an increase from 2018. 13 (16)
54.6% 57.0% 33.3%
(% unweighted)
of those offers exceeded £1bn.
8 4 4 4
11
8 Bid consideration 4 4 4
Deal volume 11
Again, cash was king in 2019, reflecting healthy cash balances held by corporate buyers
Of the deals we review (which excludes
31 minority offers by existing majority and the continuing availability of strong credit lines for debt financing including from
shareholders), 2019 saw a large increase in the level of UK public bid activity in terms non-traditional lenders. 59 of the 74 firm offers announced were solely in cash. Several
of deal volume as compared to 2018 with 74 firm offers (in excess of £1m) having been 31 bids saw a special dividend in respect of the financial year form part of the offer (for
announced. There were 35 firm offers for Main Market targets (a 59% increase on the 22 example, Lovell Minnick Partners LLC’s offer for Charles Taylor plc, Seplat Petroleum
Main Market bids in 2018) and 31 firm offers for AIM targets (a 3582% increase compared Development Company Plc’s offer for Eland Oil & Gas PLC and Sovereign Capital Partners
to 17 in 2018). There were also six firm offers for unquoted targets, one firm offer for LLP’s 35
offer for Murgitroyd Group PLC).
a target quoted on the NEX Exchange Growth Market and one firm offer for a target 59 66
quoted on NASDAQ Dubai. 11 bids included a share component, with four offering a mix and match facility.
59 66
The table below sets out the composition of bid consideration.
Trading status of target company 4
Bid Consideration Recommendation status
8 4 4
11
Main Market Cash
Trading status of target company Board recommendation on
Bid Consideration Recommendation status
8 4 4
initial Rule 2.7 announcement 4
AIM Shares
Main Market
11
Cash Board recommendatio
31 Unquoted/Other Markets Cash and Shares Hostile initial Rule 2.7 announ
AIM Shares
31 No Recommendation Hostile
Unquoted/Other Markets Cash and Shares
35
No Recommendation
59 66 35
59 66
Trading status of target company Bid Consideration Recommendation status
A summary of the key features of these announced offers in 2019 is set out in the table
Main Market Cash Board recommendation on
in theAIM
Appendix. Shares
Trading status
initial Rule 2.7ofannouncement
target company Bid Consideration Recommendation status
Main Market
Hostile Cash Board recommendation on
Unquoted/Other Markets Cash and Shares
initial Rule 2.7 announcement
NoAIM
Recommendation Shares
Unquoted/Other Markets Cash and Shares Hostile
No Recommendation
1 This includes takeovers in respect of which a firm intention to make an offer has been announced under Rule 2.7 of the Code.
It excludes offers by existing majority shareholders for minority positions.
4 5Board
4 recommendation 4 4 Competing bids
11
66 of the 74 offers were recommended by the target board at the time of the initial Rule We have seen three competing bids in 2019 (as compared to two in 2018).
2.7 announcement (as compared to 38 of the 45 offers in 2018).
As a result of higher competing bids, Macquarie Infrastructure and Real Assets (Europe)
Eight bids were announced without the recommendation of the target board. These Limited succeeded in their offer for KCOM Group Public Limited Company, whilst
were Thalassa Holdings Ltd’s unsolicited offer for The Local Shopping REIT plc, Non- Universities Superannuation Scheme Limited’s offer lapsed, and Berry Global Group,
Standard Finance plc’s unsolicited offer for Provident Financial plc, Sports Direct Inc succeeded in their offer for RPC Group Plc, whilst Apollo Global Management, LLC’s
International plc’s unsolicited offer for Findel plc, Spectre Holdings Limited’s mandatory offer lapsed.
offer for Bonmarché Holdings plc, Sports Direct International plc’s mandatory offer
for GAME Digital plc, Investindustrial Advisors Limited’s partial offer for Aston Martin The competing bids by Takeaway.com N.V. and Prosus N.V. for Just Eat pls saw various
59 66 bid tactics being used, including Takeaway.com switching structure from a scheme to
Lagonda Global Holdings plc, Prosus N.V.’s unsolicited offer for Just Eat plc and Blake
Holdings Limited’s mandatory cash offer for Hardy Oil and Gas plc. an offer and both parties increasing their initial offers and reducing their acceptance
conditions. The recommended all-share merger of Takeaway.com N.V. and Just Eat
Bid Consideration Recommendation status plc eventually prevailed as the board of Just Eat stood behind their recommendation
4 4
Cash Board recommendation on that shareholders reject Prosus’ offer on the basis that the board considers that the
Shares initial Rule 2.7 announcement Takeaway.com combination provides Just Eat shareholders with greater value creation
Hostile than the terms of the Prosus offer.
Cash and Shares
No Recommendation
Private-equity backed bids
There was a large increase in the number of private-equity backed bids (29) in 2019
66
compared to 2018 (10). Notably, four private-equity backed bids had a deal value of £1bn
or more (Advent International Corporation’s £4bn bid for Cobham plc, TDR Capital LLP’s
£1.906bn bid for BCA Marketplace plc, KIRKBI Invest A/S, funds advised by Blackstone
BidRecommendation
premia status Core Equity Advisors LLC and Canada Pension Plan Investment Board’s £4.766bn bid for
Board recommendation on
Bid premia (on2.7an
initial Rule unweighted basis) on all announced deals saw a slight decrease in
announcement
Merlin Entertainments plc and Thoma Bravo, LLC’s US$3.82bn bid for Sophos Group plc).
2019 at 54.6% as compared to 57% in 2018. Unweighted premia in 2019 for bids in excess
Hostile
of £250m saw a decrease in 2019 to 35.4% from 46% in 2018.
No Recommendation Break fees
Break fees
Bid structure 2019 saw the Panel consent to a target break fee in relation to GeoPark Limited’s offer
Schemes of arrangement have remained the structure of choice for recommended for Amerisur Resources Plc as part of Amerisur’s formal sale process.
bids in 2019. 50 of the firm offers announced in 2019 were structured as schemes of
arrangement and 24 as contractual takeover offers, compared to 33 schemes and 12 Reverse break fees
offers in 2018. In contrast to five bids with an agreed reverse break fee in 2018, in 2019 we saw only two
bids which included reverse break fees. In relation to CK Asset Holdings Limited’s offer
This underlines the view that there are still significant benefits to using a scheme, for
for Greene King plc, CKA entered into a reverse break fee arrangement under which,
example, the greater certainty of obtaining 100% control.
among other things, if the CKA board withdrew its recommendation to its shareholders,
it would be required to pay £53.1m to Greene King. In relation to FV Beteiligungs-
GmbH’s offer for Low & Bonar PLC, FV Beteiligungs-GmbH undertook in the co-operation
agreement to pay Low & Bonar a break fee payment in the amount of either £1.5 million
or £750,000, if the acquisition lapses or is withdrawn as a result of FV Beteiligungs-
GmbH invoking certain anti-trust conditions set out in the Rule 2.7 announcement.
6 7Irrevocable undertakings News digest
Irrevocable commitments were obtained on 62 bids. On 40 of those deals, the bidder
Q4 was relatively quiet from a regulatory and legal news perspective. The main news
obtained irrevocable undertakings from non-director shareholders.
item concerned the Hearings Committee decision to cold-shoulder David King for a
period of four years. Further details of this are set out as follows.
Matching or topping rights: non-director shareholders
Matching and/or topping rights were included in 16 of the 40 bids with irrevocables
sought from non-director shareholders. This equates to approximately 21.6% of all firm
Hearings Committee decision to cold-shoulder David King
offers announced in 2019, a small decrease from the 26.7% in 2018. Background
On 11 October 2019, the Panel published Panel Statement 2019/16. The statement sets
Non-solicitation and notification undertakings: non-director shareholders out the ruling of the Hearings Committee (the “Committee”) against David King,
Of the 40 deals on which non-director shareholder irrevocables were obtained, seven the Chairman of Rangers International Football Club PLC, in disciplinary proceedings
(17.5%) included a non-solicitation undertaking. Of these seven deals, six contained initiated by the Executive of the Panel (the “Executive”).
notification undertakings. Before agreeing notification undertakings, shareholders
would be well advised to consider whether the information required to be notified Following a breach by Mr King of the obligation to announce a mandatory offer under
constitutes inside information and therefore whether such an undertaking can be given Rule 9 of the Takeover Code (the “Code”) and other related contraventions of the Code, the
in practice. Committee concluded that Mr King should be cold-shouldered for a period of four years.
Cold-shouldering is a rare and severe penalty that has been imposed only four times in the
Formal sale processes Panel’s history. During the period, no entity regulated by the Financial Conduct Authority
(“FCA”) will be able to act for him on any transaction subject to the Code.
In 2019, of the 13 companies which announced formal sale processes, to date, one (7.7%)
subsequently resulted in a firm offer being made (GeoPark Limited’s and Etablissements We previously reported on the various developments relating to Mr King’s offer for
Maurel & Prom S.A.’s offer for Amerisur Resources Plc). This represents a decrease from Rangers Inter-national Football Club Plc (“Rangers”). Please see our Public M&A Update
the 11 companies which announced formal sale processes in 2018 of which three (27%) for Q1 2017, Q2 2018 and Q3 2018, our 2017 Review and 2018 Review for further details on
subsequently resulted in a firm offer. these developments.
Breaches of the Takeover Code
This decision related to the following breaches of the Code:
1. Failure to make mandatory offer (Rule 9)
The alleged principal contravention was that, between 31 December 2014 and 2
January 2015, Mr King had acted in concert with others to acquire shares carrying
more than 30% of the voting rights of Rangers. In contravention of Rule 9.1 of the
Code, he then failed to make an offer to purchase the shares of Rangers not owned or
controlled by him or by those with whom he had acted in concert. Mr King persisted
in this failure notwithstanding a ruling of the Executive that he make a mandatory
Rule 9 offer at the price of 20 pence per share and later rulings of the Committee
and the Takeover Appeal Board upholding the Executive’s ruling. As an example of
Mr King’s protracted non-compliance with the rule, the Executive had to commence
proceedings under s 955 Companies Act 2006 to seek a court order compelling Mr
King to comply with one of its rulings.
8 92. Providing incorrect and misleading statements to the Executive Sanctions
(Section 9(a), Introduction) In deciding whether to take disciplinary action, the Committee asked the following
The Committee further questioned if Mr King had done his best to answer the questions: (i) whether Mr King was an offender who was not likely to comply with the
Executive’s questions truthfully during the course of its concert party investigations. Code and whose conduct merited cold-shouldering by professional bodies regulated by
In particular, Mr King had denied to the Executive that communication had taken the FCA; and (ii) if so, for what period that sanction should apply.
place between him and one of his concert parties regarding the acquisition of
shares by said concert party, which the Committee later found out to be untrue. The Whether Mr King was likely to comply with the Code
Committee therefore stated that the breach is serious, as investigating a potential The Committee concluded that Mr King’s behaviour showed a clear propensity
concert party presents particular challenges for the Executive, which can only be to disregard the Code and to comply with its Rules only when forced to do so by
addressed effectively if those to whom enquiries are directed (including in particular enforcement proceedings in the courts. Even though Mr King had offered to undertake
potential members of a concert party) co-operate and answer questions fully and to comply with the Code in future, the Committee had to weigh that undertaking
truthfully. This was not the case in Mr King’s situation. against the propensity revealed by his previous conduct and the practical difficulty in
enforcing any such undertaking.
3. Failing to consult the Executive (Section 6(b), Introduction)
The Committee also found that Mr King had been warned expressly by a party The Committee also seemed to give less weight to the fact that Mr King had
acting in concert with him that he would be obliged to make a mandatory offer contravened Rule 24.8 of the Code relating to cash confirmation when determining Mr
for the remaining shares of Rangers if the shares he was about to acquire pushed King’s likelihood of future non-compliance. In contrast, the Committee condemned Mr
their aggregate holding to 30% or above. The Committee therefore considered that King’s prolonged refusal to procure a Rule 9 offer, along with his conduct in dealing with
Mr King’s acquisition of further shares was made in the full knowledge that he the Executive during its initial investigation into a possible concert party, stating that
at least risked triggering an obligation to procure the making of a Rule 9 offer. In these were “offences of the utmost seriousness for which a statement of public censure
the circumstances, his failure to consult the Executive as to the implications of his would not be a sufficient sanction”.
proposed course of conduct was a clear breach of section 6(b) of the Introduction
to the Code, which imposes an obligation to consult the Executive whenever a Duration of the sanction
person is in any doubt whatsoever as to whether a proposed course of conduct is in Testing its conclusions against only two previous cases in which the duration of a cold-
accordance with the Code. shouldering sanction was fixed, the Committee concluded that Mr King should be cold-
shouldered for a period of four years from the date of the ruling.
4. Failing to comply with cash confirmation requirements (Rule 24.8)
Finally, where the offer is for cash, Rule 24.8 of the Code requires the offer document Notably, this was despite the following circumstances present in Mr King’s favour:
to include a confirmation by an appropriate third party that resources are available
to the offeror sufficient to satisfy full acceptance of the offer. When Mr King finally • Mr King had no previous disciplinary record and his investment in Rangers was at no
made his Rule 9 offer, the Committee found that he failed to include such a cash stage motivated by the prospect of financial gain or commercial advantage; and
confirmation. However, they also found that in the circumstances this contravention • it had not been clearly established that Mr King’s failure to procure a Rule 9 offer
was by no means as serious as the prolonged failure to announce a Rule 9 offer or to prevented shareholders who would otherwise have taken the opportunity to exit
deal with the Executive during its investigation in the manner required by the Code. and sell their shares from doing so (as the Rule 9 offer price was 20p per share,
which was significantly below the prices at which Ranger shares were trading
throughout the period in question).
View the full Panel Statement.
10 11Practice & Panel Statements Contacts
The following Practice and Panel Statements were issued by the Panel during 2019 For more information about any of the issues raised in this update please contact:
– in reverse chronological order:
Rob Aird Partner London +44 (0)20 7859 1726 rob.aird@ashurst.com
Practice Statements Simon Bullock Partner London +44 (0)20 7859 3115 simon.bullock@ashurst.com
There were no Practice Statements issued during 2019. Michael Burns Partner London +44 (0)20 7859 2089 michael.burns@ashurst.com
Panel Statements David Carter Partner London +44 (0)20 7859 1012 david.carter@ashurst.com
Number Date Subject Summary Nick Cheshire Partner London +44 (0)20 7859 1811 nick.cheshire@ashurst.com
Requirement for potential offeror to make Adrian Clark Senior Consultant London +44 (0)20 7859 1767 adrian.clark@ashurst.com
2019/18 11/11/19 Charles Taylor plc a Rule 2.7 announcement or announce no
intention to bid by 15 November 2019 Karen Davies
Partner, Head of
London +44 (0)20 7859 3667 karen.davies@ashurst.com
Corporate UK
2019/17 07/11/19 UK Finance Corporate Finance Committee
Braeden Donnelly Partner London +44 (0)20 7859 2691 braeden.donnelly@ashurst.com
Hearings Committee decision to cold-
2019/16 11/10/19 Mr David King
shoulder Mr David King James Fletcher Partner London +44 (0)20 7859 3156 james.fletcher@ashurst.com
2019/15 11/09/19 Eddie Stobart Logistics plc Possible offer by DBAY Advisors Limited Bruce Hanton Partner London +44 (0)20 7859 1738 bruce.hanton@ashurst.com
2019/14 23/07/19 2019 Annual Report Publication of the Panel’s Annual Report Nicholas Holmes Partner London +44 (0)20 7859 2058 nicholas.holmes@ashurst.com
2019/13 12/07/19 KCOM Group plc Result of auction Hiroyuki Iwamura Partner London +44 (0)20 7859 3244 hiroyuki.iwamura@ashurst.com
New Secretary for the Gaby Jones Partner London +44 (0)20 7859 3661 gaby.jones@ashurst.com
2019/12 12/07/19 Panel Executive appointment
Takeover Panel
Adam Levitt Partner London +44 (0)20 7859 1633 adam.levitt@ashurst.com
2019/11 04/07/19 KCOM Group plc Auction procedure under Rule 32.5
Tom Mercer Partner London +44 (0)20 7859 2988 tom.mercer@ashurst.com
2019/10 25/04/19 New Panel Members Panel Appointments
2019/9 15/04/19 Provident Financial plc Offer timetable extended David Page Senior Consultant London +44 (0)20 7859 1908 david.page@ashurst.com
Instrument 2019/3 – The
Partner, Head of
2019/8 04/04/19 United Kingdom’s withdrawal Amendments to the Takeover Code Jason Radford London +44 (0)20 7859 1145 jason.radford@ashurst.com
Corporate
from the European Union
Nick Rainsford Partner London +44 (0)20 7859 2914 nick.rainsford@ashurst.com
Publication of a revised version of the
2019/7 01/04/19 Revised Takeover Code
Takeover Code Michael Robins Partner London +44 (0)20 7859 1473 michael.robins@ashurst.com
Amendments to the Amendments to references to the UKLA and Aaron Shute Partner London +44 (0)20 7859 2411 aaron.shute@ashurst.com
2019/6 25/03/19
Takeover Code other matters
Tara Waters Partner London +44 (0)20 7859 2755 tara.waters@ashurst.com
2019/5 11/03/19 Earthport plc Offer timetable extended
Nick Williamson Partner London +44 (0)20 7859 1894 nick.williamson@ashurst.com
Publication of RS 2018/1 (Asset Valuations)
Publication of Response
and RS 2018/2 (The United Kingdom’s María José Partner, Head of
2019/4 06/03/19 Statements and amendments Spain +34 91 364 9867 mariajose.menendez@ashurst.com
withdrawal from the European Union) and Menéndez Corporate CEMEA
to the Takeover Code
amendments to the Takeover Code
Partner, Head of
Reinhard Eyring Germany +49 (0)69 97 11 27 08 reinhard.eyring@ashurst.com
2019/3 27/02/19 Change of address New address with effect from 11 March 2019 Germany
Berry Global Group, Inc – deadline for Arnaud Managing Partner,
Belgium +32 2 626 1914 arnaud.wtterwulghe@ashurst.com
2019/2 19/02/19 RPC Group clarification under section 4 of Appendix 7 Wtterwulghe Brussels
of the Code
Nick Terry Partner Australia +61 3 9679 3483 nick.terry@ashurst.com
2019/1 24/01/19 New Panel Members Panel Appointments
12 13Appendix: Announced* UK takeover bids (1 January 2019 to 31 December 2019)
undertaking
Non-solicitundertaking
Recommendation
NoRecommendation
shareholder
forecast/QFBS
inshareholder
consideration
Profittforecast/QFBS
process
Otherconsideration
saleprocess
rights****
Toppingrights****
vote
Shareholdervote
match
Recommended
premium**
andmatch
Recommended
(L/U/A)
arrangements
Bidpremium**
Shares(L/U/A)
arrangements
Offer-related
Offer-related
Offer
irrevocables
Shareholder
PartialOffer
offer
irrevocables
Formalsale
Rule99offer
Matching/
Non-solicit
Matching/
value
Hostile//
Bidvalue
Scheme
Mixand
Offer***
bidin
Topping
Scheme
Offer***
Hostile
Formal
Shares
Partial
Other
ofbid
Cash
Cash
Profi
Rule
Mix
Bid
Bid
No
Target
Target (Market)
(Market) Bidder
Bidder
of
Q4 2019
Hanover
Hanover Active
Active Equity
Equity Fund
Fund II,
II, S.C.A.
S.C.A.
Brady
Brady plc
plc (AIM)
(AIM) £15.3m
£15.3m 171%
171% ●
● ●
● ●
● ●
●
SICAV-RAIF
SICAV-RAIF
US$3.82b
US$3.82b
Sophos
Sophos Group
Group plc
plc (Main
(Main Market)
Market) Thoma
Thoma Bravo,
Bravo, LLC
LLC (approx.
(approx. 37.1%
37.1% ●
● ●
● ●
● ●C1
●C1
£3.012b)
£3.012b)
Seplat
Seplat Petroleum
Petroleum Development
Development
Eland
Eland Oil
Oil &
& Gas
Gas PLC
PLC (AIM)
(AIM) £382m
£382m 28.5%
28.5% ●
● ●
● ●2
●2 ●
● ●C
●C
Company
Company Plc
Plc
Capital
Capital &
& Regional
Regional plc
plc Growthpoint
Growthpoint Properties
Properties Limited
Limited £72.5m
£72.5m 100%
100% ●
● ●
● ●3
●3 ●4
●4 ●
●
(Main
(Main Market)
Market)
Elegant
Elegant Hotels
Hotels Group
Group plc
plc (AIM)
(AIM) Marriott
Marriott International,
International, Inc.
Inc. £100.8m
£100.8m 57.1%
57.1% ●
● ●
● ●
● ●
●
Murgitroyd
Murgitroyd Group
Group PLC
PLC (AIM)
(AIM) Sovereign
Sovereign Capital
Capital Partners
Partners LLP
LLP £62.8m
£62.8m 6.3%
6.3% ●
● ●
● ●5
●5 ●
●
Just
Just Eat
Eat plc
plc (Main
(Main Market)
Market) Prosus
Prosus N.
N.V
V.. £5.5b
£5.5b 26%
26% ●
● ●
● ●
● ●6
●6 ●
●
Netalogue
Netalogue Technologies
Technologies plc
plc Accellos
Accellos Holdings
Holdings LLC
LLC offer
offer £5.73m
£5.73m 151.7%
151.7% ●
● ●
● ●
●
((NEX
NEX Exchange
Exchange Growth
Growth Market)
Market)
Amerisur
Amerisur Resources
Resources Plc
Plc (AIM)
(AIM) GeoPark
GeoPark Limited
Limited £242m
£242m 58.8%
58.8% ●
● ●
● ●
● ●CR
●CR ●
● ●
●
Meditor
Meditor European
European Master
Master Fund
Fund
Carpetright
Carpetright plc
plc (Main
(Main Market)
Market) £15.18m
£15.18m NP
NP ●
● ●
● ●
● ●
●
Limited
Limited
Consort
Consort Medical
Medical plc
plc (Main
(Main Market)
Market) Recipharm
Recipharm AB
AB £505m
£505m 39.1%
39.1% ●
● ●
● ●
● ●C
●C
Hardy
Hardy Oil
Oil and
and Gas
Gas plc
plc Richard
Richard Griffi
Griffiths
ths £3.688m
£3.688m NP
NP ●
● ●
● ●
● ●
●
(Main
(Main Market)
Market)
Up
Up to
to
Innovise
Innovise Limited
Limited (Unquoted)
(Unquoted) Accel-KKR
Accel-KKR LLC
LLC NP
NP ●
● ●
● ●7
●7 ●
● ●8
●8 ●
● ●T
●T
£18.45m
£18.45m
Redde
Redde plc
plc (AIM)
(AIM) Northgate
Northgate plc
plc £394m
£394m 18%
18% ●
● ●L
●L ●
● ●C
●C ●B
●B ●
●
Aggregated
Aggregated Micro
Micro Power
Power Holdings
Holdings plc
plc Asterion
Asterion Industrial
Industrial Partners
Partners SGEIC,
SGEIC, £63.1m
£63.1m 32.4%
32.4% ●
● ●
● ●
● ●
● ●T
●T
(AIM)
(AIM) S.A.
S.A.
US$212.1m
US$212.1m
BLME
BLME Holdings
Holdings plc
plc (NASDAQ
(NASDAQ Dubai)
Dubai) Boubyan
Boubyan Bank
Bank K.S.C.P.
K.S.C.P. (approx.
(approx. 75%
75% ●
● ●
● ●
●
£164m)
£164m)
hVIVO
hVIVO plc
plc (AIM)
(AIM) Open
Open Orphan
Orphan plc
plc £12.96m
£12.96m 33.8%
33.8% ●
● ●A
●A ●
● ●B
●B
Nasstar
Nasstar plc
plc (AIM)
(AIM) Mayfair
Mayfair Equity
Equity Partners
Partners LLP
LLP £79.4
£79.4 million
million 14.5%
14.5% ●
● ●
● ●
● ●C
●C ●
●
Hansteen
Hansteen Holdings
Holdings PLC
PLC The
The Blackstone
Blackstone Group
Group Inc.
Inc. £500
£500 million
million 10.3%
10.3% ●
● ●
● ●
●
(Main
(Main Market)
Market)
£120.48
£120.48
Score
Score Group
Group plc
plc (Unquoted)
(Unquoted) SCF
SCF GP
GP LLC
LLC NP
NP ●
● ●
● ●
● ●9
●9
million
million
Harwood
Harwood Wealth
Wealth Management
Management Group
Group The
The Carlyle
Carlyle Group
Group £90.7
£90.7 million
million -7.9%
-7.9% ●
● ●
● ●
● ●
● ●
● ●C10
●C10
PLC
PLC (AIM)
(AIM)
1. On 25 September 2019, Sophos, Bidco and their respective external legal counsels
entered into a confidentiality and joint defence agreement to ensure that the
7. TEAM Bidco Limited, a wholly owned subsidiary of TEAM Software Inc., a portfolio
company of Accel-KKR LLC, is presenting two recommended alternative cash offers
Key
exchange or disclosure of certain materials relating to the parties only takes place for the entire issued share capital of Innovise Limited. The basic offer is 58 pence * This table includes details of takeovers, set out in chronological order, in
between their respective external legal counsels and external experts for the in cash for each Innovise ordinary share and 46 pence in cash for each Innovise B respect of which a firm intention to make an offer has been announced
purposes of anti-trust and regulatory analysis, and does not diminish in any way the share, while the complex offer is 50 pence in cash for each Innovise ordinary share, under Rule 2.7 of the Code during the period under review. It excludes
confidentiality of such materials and does not result in a waiver of privilege, right or 38 pence in cash for each Innovise B share and certain deferred payments subject to offers by existing majority shareholders for minority positions
immunity that might otherwise be available. set-off and adjustments. ** Premium of the offer price over the target’s share price immediately
2. Eland shareholders on the register at the close of business on 18 October 2019 are 8. The Innovise directors and certain specified shareholders are required to accept the prior to the commencement of the relevant offer period
entitled to receive and retain the interim dividend of 1 pence per Eland share to be complex offer and entered into a warranty deed on 27 November 2019, under which *** Standard 90% (waivable) acceptance condition, unless otherwise
paid on 31 October 2019. they give warranties, specific indemnities and a tax covenant. Also in relation to the stated
3. This is a partial offer for 219,786,924 ordinary shares representing approximately complex offer, Innovise is selling the shares it owns in Cortex under a Cortex SPA, **** In shareholders’ irrevocables (unless indicated otherwise)
30.2% of the issued ordinary share capital of Capital & Regional. amounting to 92.59% of the issued share capital, with remaining shares being held ◊ Permitted agreements under Rule 21.2 of the Code
by the senior management of Cortex. The consideration of £100,000 is payable by A AIM traded shares
4. In connection with the partial offer, Growthpoint and Capital entered into a the complex offer shareholders by way of a deduction in the first deferred payment
subscription agreement under which Growthpoint (or any Growthpoint nominee) C Co-operation agreement/bid conduct agreement
due to be paid to them. The Innovise leadership team has further been provided
has agreed to subscribe for the subscription shares at a price of 25 pence per F Break fee given under formal sale process or white knight dispensation
with the opportunity to subscribe for new shares in Teamster Topco LLC.
subscription share. The share subscription is conditional, among other things, upon L Listed/traded shares
the partial offer becoming unconditional and Capital shareholders approving the 9. In connection with the acquisition, SCF and Charles Richie’s Testamentary Trust NP No premium given in offer documentation or nil premium
resolutions required to implement the proposed transaction. Growthpoint and (Family Trust) entered into: (i) an exclusivity agreement, under which the Family
R Reverse break fee
Capital have also entered into a relationship agreement, principally to ensure that, Trust agreed to grant SCF a period of exclusivity; (ii) a warranty and no leakage
deed, under which the Family Trust agreed to grant Bidco a number of warranties S Standstill agreement
for so long as Growthpoint and any of its nominee(s) hold at least 20% of the voting
and indemnities in respect of the business and affairs of the Score Group and an U Untraded shares
rights in Capital, Capital can carry on as an independent business as its main activity.
This is conditional upon admission of the subscription shares to: (i) the premium indemnity to Bidco in relation to there being no leakage since 2 May 2019; (iii) a tax B Bidder shareholder approval
listing segment of the Official List; (ii) trading on the London Stock Exchange’s Main deed of covenant, under which the Family Trust agreed to grant Bidco a number T Target shareholder approval
Market; and (iii) listing and trading on the main board of the Johannesburg Stock of indemnities in respect of the tax position of Score Group; and (iv) a Family Trust
Exchange. Loan, under which the Family Trust shall extend the Family Trust Loan to Score
Group, which is a two-year non-amortising, non-interest bearing £5 million loan.
5. Murgitroyd shareholders on the register as at the close of business on 11 October
2019 will be entitled to receive and retain a proposed final dividend of 15 pence per 10. On 23 December 2019, certain of the Harwood directors entered into a separate
Murgitroyd share. deed with Hurst Point Group Limited, under which such Harwood directors agreed
to provide a limited indemnity in respect of certain contingent liabilities of the
6. On 4 October 2019, Bidco and Just Eat entered into a clean team confidentiality Harwood group. Prior to the effective date, Carlyle and the Bidco group will enter
agreement which sets out how any confidential information that is competitively into an investment agreement and Bidco will adopt new articles of association each
sensitive can be disclosed, used or shared for the purposes of due diligence, costs in the form to be made available to Harwood shareholders. Harwood shareholders
benefits evaluation, integration planning and regulatory clearance. On 1 October who wish to accept the first alternative offer or the second alternative offer (as
2019, Bidco, Just Eat and their respective legal advisers also entered into a panel applicable) will be required to execute a deed of adherence to the investment
confidentiality agreement relating to the exchange and/or disclosure of certain agreement.
materials relating to the parties in relation to the anti-trust workstream.
14Appendix: Announced* UK takeover bids (1 January 2019 to 31 December 2019)
undertaking
Non-solicitundertaking
Recommendation
NoRecommendation
shareholder
forecast/QFBS
inshareholder
consideration
Profittforecast/QFBS
process
Otherconsideration
saleprocess
rights****
Toppingrights****
vote
Shareholdervote
match
Recommended
premium**
andmatch
Recommended
(L/U/A)
arrangements
Bidpremium**
Shares(L/U/A)
arrangements
Offer-related
Offer-related
Offer
irrevocables
Shareholder
PartialOffer
offer
irrevocables
Formalsale
Rule99offer
Matching/
Non-solicit
Matching/
value
Hostile//
Bidvalue
Scheme
Mixand
Offer***
bidin
Topping
Scheme
Offer***
Hostile
Formal
Shares
Partial
Other
ofbid
Cash
Cash
Profi
Rule
Mix
Bid
Bid
No
Target
Target (Market)
(Market) Bidder
Bidder
of
Q3 2019
FFI
FFI Holdings
Holdings plc
plc (AIM)
(AIM) 777
777 Group
Group £39.5m
£39.5m 28.2%
28.2% ●
● ●
● ●
● ●
● ●
●
Telford
Telford Homes
Homes Plc
Plc (AIM)
(AIM) CBRE
CBRE Group,
Group, Inc.
Inc. £267.4m
£267.4m 11.1%
11.1% ●
● ●
● ●
● ●C
●C
Ei
Ei Group
Group plc
plc (Main
(Main Market)
Market) Stonegate
Stonegate Pub
Pub Company
Company Limited
Limited £1.273b
£1.273b 38.5%
38.5% ●
● ●
● ●
● ●C11
●C11
Aston
Aston Martin
Martin Lagonda
Lagonda Global
Global Holdings
Holdings Investindustrial
Investindustrial Advisors
Advisors Limited
Limited £68.4m
£68.4m NP
NP N/A
N/A ●
● ●
● ●12
●12
plc
plc (Main
(Main Market)
Market)
Acacia
Acacia Mining
Mining plc
plc (Main
(Main Market)
Market) Barrick
Barrick Gold
Gold Corporation
Corporation £951m
£951m 53.5%
53.5% ●
● ●L
●L ●
●
Cobham
Cobham plc
plc (Main
(Main Market)
Market) Advent
Advent International
International Corporation
Corporation £4b
£4b 34.4%
34.4% ●
● ●
● ●
● ●C13
●C13
Sanderson
Sanderson Group
Group Plc
Plc (AIM)
(AIM) Aptean,
Aptean, Inc.
Inc. £90.1m
£90.1m 9.8%
9.8% ●
● ●
● ●
● ●
●
Just
Just Eat
Eat plc
plc (Main
(Main Market)
Market) Takeaway.com
Takeaway.com N.
N.V
V.. £4.98b
£4.98b 15%
15% ●
● ●L
●L ●
● ●C
●C ●B
●B ●
●
Ivanhoé
Ivanhoé Cambridge
Cambridge and
and ICAMAP
ICAMAP
easyHotel
easyHotel plc
plc (AIM)
(AIM) £138.7m
£138.7m 34.8%
34.8% ●
● ●
● ●
● ●C
●C
Investments
Investments S.à.r.l
S.à.r.l
Catalis
Catalis plc
plc (Unquoted)
(Unquoted) NorthEdge
NorthEdge Capital
Capital LLP
LLP £89.8m
£89.8m 179.6%
179.6%
14
14 ●
● ●
● ●
● ●
● ●
● ●T
●T
Greene
Greene King
King plc
plc (Main
(Main Market)
Market) CK
CK Asset
Asset Holdings
Holdings Limited
Limited £2.7b
£2.7b 51%
51% ●
● ●
● ●
● ●C
●C ●B
●B
Synnovia
Synnovia plc
plc (AIM)
(AIM) Camelot
Camelot Capital
Capital Partners
Partners LLC
LLC £48.8m
£48.8m 42.9%
42.9% ●
● ●
● ●
● ●15
●15 ●T
●T
Premier
Premier Asset
Asset Management
Management Group
Group
Miton
Miton Group
Group plc
plc (AIM)
(AIM) £97.95m
£97.95m 38%
38% ●
● ●A
●A ●
● ●B
●B ●
●
PLC
PLC
APC
APC Technology
Technology Group
Group Plc
Plc (AIM)
(AIM) Harwood
Harwood Capital
Capital LLP
LLP £18.26m
£18.26m 9.59%
9.59% ●
● ●
● ●
● ●
●
Charles
Charles Taylor
Taylor plc
plc (Main
(Main Market)
Market) Lovell
Lovell Minnick
Minnick Partners
Partners LLC
LLC £261m
£261m 34.0%
34.0% ●
● ●
● ●16
●16 ●
● ●C
●C
StatPro
StatPro Group
Group plc
plc (AIM)
(AIM) Confluence Technologies,
Confluence Technologies, Inc.
Inc. £161.1m
£161.1m 54.9%
54.9% ●
● ●
● ●
●
Freudenberg
Freudenberg &
& Co.
Co.
Low
Low &
& Bonar
Bonar PLC
PLC (Main
(Main Market)
Market) £107m
£107m 101%
101% ●
● ●
● ●
● ●C17
●C17 ●
●
Kommanditgesellschaft
Kommanditgesellschaft
11. On 21 June 2019, Stonegate, EIG and their respective external legal counsels also entered into a joint defence agreement relating to the exchange or disclosure of certain
materials.
Key
12. Partial offer for 6,840,090 ordinary shares representing approximately 3% of the issued ordinary share capital of Aston Martin. * This table includes details of takeovers, set out in chronological order, in
respect of which a firm intention to make an offer has been announced
13. On 24 June 2019, Advent International and Cobham also entered into a clean team agreement setting out certain procedures and principles to be followed to ensure adequate under Rule 2.7 of the Code during the period under review. It excludes
treatment of certain sensitive confidential information. offers by existing majority shareholders for minority positions
14. The valuation of £89.8 million (equivalent to approximately €96.8 million) represented a premium of approximately 179.6% to the market capitalisation of Catalis of €34.6 ** Premium of the offer price over the target’s share price immediately
million implied by the last price at which the ordinary shares in Catalis were traded on the Frankfurt Stock Exchange prior to its delisting (being €44.00 per share). prior to the commencement of the relevant offer period
15. On 3 September 2019, Camelot Cayman, Bidco and the management shareholders: (i) entered into a management share exchange agreement under which Camelot Cayman and *** Standard 90% (waivable) acceptance condition, unless otherwise
the management shareholders (other than Faisal Rahmatallah) agreed to exchange their Synnovia shares for shares in Bidco on a one for one basis, conditional upon the offer stated
becoming or being declared wholly unconditional and upon the passing of the management shareholder resolution; and (ii) entered into a shareholders’ agreement under which **** In shareholders’ irrevocables (unless indicated otherwise)
they agreed various matters relating to the management of Bidco and their rights as shareholders. ◊ Permitted agreements under Rule 21.2 of the Code
16. In addition, under the terms of the offer, Charles Taylor shareholders will be entitled to receive the previously declared interim 2019 dividend of 3.65 pence per Charles Taylor A AIM traded shares
share to be paid on 8 November 2019 to Charles Taylor shareholders on the register of members on 11 October 2019 without any consequential reduction in the offer price. C Co-operation agreement/bid conduct agreement
17. On 5 August 2019, Freudenberg SE and Low & Bonar, and Freudenberg SE and its external legal advisors, entered into respective due diligence clean team agreements relating to F Break fee given under formal sale process or white knight dispensation
the ring-fencing of certain materials relating to Low & Bonar. L Listed/traded shares
NP No premium given in offer documentation or nil premium
R Reverse break fee
S Standstill agreement
U Untraded shares
B Bidder shareholder approval
T Target shareholder approval
15Appendix: Announced* UK takeover bids (1 January 2019 to 31 December 2019)
undertaking
Non-solicit undertaking
Recommendation
No Recommendation
shareholder
in shareholder
forecast/QFBS
Profitt forecast/QFBS
consideration
Other consideration
process
sale process
rights****
Topping rights****
vote
Shareholder vote
match
Recommended
and match
Recommended
premium**
Bid premium**
(L/U/A)
arrangements
Shares (L/U/A)
arrangements
Offer-related
Offer-related
Offer
irrevocables
Shareholder
Partial Offer
irrevocables
offer
Formal sale
Rule 99 offer
Matching/
Non-solicit
Matching/
value
Bid value
Hostile //
Scheme
Mix and
bid in
Topping
Scheme
Offer***
Offer***
Hostile
Formal
Shares
Partial
Other
of bid
Cash
Cash
Profi
Rule
Mix
Bid
Bid
No
Target (Market) Bidder
of
Q2 2019
Bonmarché Holdings plc (Main 18
Spectre Holdings Limited £5.7m NP ●18 ● ● ● ●
Market)
Lighthouse plc (AIM) Quilter plc £46.2m 24.5% ● ● ● ●C19
19
●
KCOM Group Public Limited Company Universities Superannuation
£504m 33.8% ●20
20
● ● ●C ●
(Main Market) Scheme Limited
21 22
EU Supply PLC (AIM) Mercell Holding AS £15.7m21 40.4% ● ● ● ●22 ●
WYG plc (AIM) Tetra Tech, Inc. £43.4m 244.0% ● ● ● ●C ●
SafeCharge International Group Nuvei Corporation £699m 25% ● ● ● ●C
Limited (AIM)
A&J Mucklow Group plc (Main Market) LondonMetric Property Plc £414.7m 19.7% ● ● ●L ● ● ●C ● ● ●
Tarsus Group plc (Main Market) Charterhouse Capital Partners LLP £561m 36.2% ● ● ●
eProp Services plc (Unquoted) Toscafund Asset Management LLP £17.85m NP ● ● ● ●
Stride Gaming plc (AIM) The Rank Group Plc £115.3m 46% ● ● ●
Patagonia Gold Plc (AIM) Hunt Mining Corp. £17.18m 35.9% ● ●L ● 23
●23 ●
KCOM Group Public Limited Company Macquarie Infrastructure and Real
£562m 49% ● ● ● ●C
(Main Market) Assets (Europe) Limited
GAME Digital plc (Main Market) Sports Direct International plc £51.88m 27.4% ●24
24
● ● ●
Millennium & Copthorne Hotels plc
City Developments Limited £2.227b 37% ● ● ● ●C
(Main Market)
Porta Communications plc (AIM) SEC S.p.A £4.46m 95.87% ● ●A ● ●
25
Lewmar Marine Limited (Unquoted) LCI Industries £33.286m NP ● ● ● ●25
Premier Technical Services Group Plc Macquarie Group Limited £265.3m 141.5% ● ● ● ● ●
(AIM)
BCA Marketplace plc (Main Market) TDR Capital LLP £1.906b 24.9% ● ● ● ●C26
26
● ●
KIRKBI A/S, The Blackstone Group
Merlin Entertainments plc
L.P., and Canada Pension Plan £4.766b 15.2% ● ● ● ●C
(Main Market) Investment Board
18. The board of Bonmarché Holdings later recommended that shareholders accept the offer.
Key
19. Quilter and Lighthouse entered into a letter agreement pursuant to which Quilter agreed to: (a) prepare and submit a briefing paper to the CMA as soon as reasonably
practicable; (b) provide Lighthouse with a reasonable opportunity to comment on drafts of the briefing paper; and (c) notify Lighthouse when the CMA provides any material * This table includes details of takeovers, set out in chronological order, in
response. respect of which a firm intention to make an offer has been announced
under Rule 2.7 of the Code during the period under review. It excludes
20. Initially recommended. The board of KCOM Group subsequently withdrew its recommendation following the announcement by Macquarie Infrastructure and Real Assets offers by existing majority shareholders for minority positions
(Europe) Limited of a higher competing offer.
** Premium of the offer price over the target’s share price immediately
21. The offer valued EU Supply at £13.1m, or £15.7m if all the holders of EU Supply Convertible Loan Notes convert into EU Supply Shares. prior to the commencement of the relevant offer period
22. Mercell and EU Supply entered into a clean team agreement on 9 April 2019, setting out how any information which is commercially and/or competitively sensitive to EU Supply *** Standard 90% (waivable) acceptance condition, unless otherwise
could be shared with Mercell. stated
23. Patagonia Gold’s non-executive chairman and majority shareholder, Carlos Miguens and Cantomi (a company owned and controlled by Mr Miguens), together with Hunt’s **** In shareholders’ irrevocables (unless indicated otherwise)
largest shareholder, Tim Hunt, will enter into a resulting issuer escrow agreement with Hunt and Computershare Canada, as escrow agent, in respect of the new Hunt shares to ◊ Permitted agreements under Rule 21.2 of the Code
be issued to Carlos Miguens and Cantomi pursuant to the offer and, in respect of Tim Hunt, his existing Hunt shares. A AIM traded shares
24. GAME Digital’s board later recommended that shareholders accept the offer. C Co-operation agreement/bid conduct agreement
F Break fee given under formal sale process or white knight dispensation
25. On 11 June 2019: (1) LCI entered into a warranty and indemnity deed with the Lewmar directors; (2) LCI entered into a deed of undertakings with the Lewmar directors that
L Listed/traded shares
prior to the date on which the scheme becomes effective the directors will carry on the Lewmar business in the ordinary course, in accordance with all applicable legal and
administrative requirements and will maintain the Lewmar business as a going concern; and (3) Lewmar, LCI and Peter Tierney entered into a transition bonus letter. NP No premium given in offer documentation or nil premium
R Reverse break fee
26. In addition, TDR and BCA put in place a regulatory clean team agreement setting out how confidential information that is competitively sensitive can be disclosed, used or
S Standstill agreement
shared between TDR’s external legal counsel and/or economists and BCA’s external legal counsel and/or economists for the purposes of obtaining the consent of competition
authorities and/or regulatory clearances. U Untraded shares
B Bidder shareholder approval
T Target shareholder approval
16Appendix: Announced* UK takeover bids (1 January 2019 to 31 December 2019)
undertaking
Non-solicit undertaking
Recommendation
No Recommendation
shareholder
in shareholder
forecast/QFBS
Profitt forecast/QFBS
consideration
Other consideration
process
sale process
rights****
Topping rights****
vote
Shareholder vote
match
Recommended
and match
Recommended
premium**
Bid premium**
(L/U/A)
arrangements
Shares (L/U/A)
arrangements
Offer-related
Offer-related
Offer
irrevocables
Shareholder
Partial Offer
irrevocables
offer
Formal sale
Rule 99 offer
Matching/
Non-solicit
Matching/
value
Bid value
Hostile //
Scheme
Mix and
bid in
Topping
Scheme
Offer***
Offer***
Hostile
Formal
Shares
Partial
Other
of bid
Cash
Cash
Profi
Rule
Mix
Bid
Bid
No
Target (Market) Bidder
of
Q1 2019
Stobart Group Limited; Virgin
Flybe Group plc (Main Market) Atlantic Limited; Cyrus Capital £2.2m NP ● ● ● ●C ●
Partners L.P.
Nature Group plc (Unquoted) Port Invest B.V. £4.21m NP ● ● ●
RPC Group Plc (Main Market) Apollo Global Management, LLC £3.323b 15.6% 27
●27 ● ● ●C ●
MedicX Fund Limited (Main Market) Primary Health Properties PLC £392.9m 14.3% ● ●L ● ●28
28
● ● ●
Earthport plc (AIM) Mastercard Incorporated £233m 343% ●29
29
● ● C
Ophir Energy plc (Main Market) PT Medco Energi Internasional Tbk £408.4m 73.2% ● ● ● ●C
RhythmOne plc (AIM) Taptica International Ltd £135m NP ● ●A ● C ● ●
The Local Shopping REIT plc 30
● 31
(Main Market) Thalassa Holdings Ltd £27.1m 17.1% ● ● ●L ● ● 30 31
32
Tax Systems plc (AIM) Bowmark Capital LLP £102.3m 14.4% ● ● ● S ● ● ●32
Dairy Crest Group plc (Main Market) Saputo Inc. £975m 11.7% ● ● ●
Provident Financial plc
Non-Standard Finance plc £1.3b NP ● ●L ● ● ●
(Main Market)
33
Findel plc (Main Market) Sports Direct International plc £139.2m NP ● ● ● ● 33
●
RPC Group Plc (Main Market) Berry Global Group, Inc. £3.34b 16% ● ● ● ●C ●
Basalt Infrastructure Partners II GP
Manx Telecom Plc (AIM) £255.9m 30.5% ● ● ● S
Limited
Charter Court Financial Services Group
plc (Main Market) OneSavings Bank plc £730m NP ● ●L ● ●CS ● ●
Footasylum plc (AIM) JD Sports Fashion Plc £90.0m 77.4% ● ● ● C
Apax Partners LLP, Warburg Pincus
International LLC, Canada Pension
Inmarsat plc (Main Market) US$3.4b 27% ● ● ● ●C ●
Plan Investment Board and Ontario
Teachers' Pension Plan Board
27. Initially recommended. The board of RBC subsequently withdrew its recommendation following the announcement by Berry Global of a higher competing offer.
Key
28. On 24 January 2019, MedicX, Octopus Healthcare Adviser Limited, Octopus AIFM Management Limited and Nexus Tradeco Limited entered into a transitional services agreement,
under which, among other matters, MedicX’s existing investment manager would provide such transitional services as the parties may agree on arm’s length terms following * This table includes details of takeovers, set out in chronological order, in
completion. respect of which a firm intention to make an offer has been announced
under Rule 2.7 of the Code during the period under review. It excludes
29. Initially recommended. The board of Earthport subsequently withdrew its recommendation following the announcement by Visa Inc. of a revised offer. offers by existing majority shareholders for minority positions
30. Acceptance condition of 50% plus one share. ** Premium of the offer price over the target’s share price immediately
31. The board of The Local Shopping REIT plc convened a general meeting to seek shareholder approval for the directors to take appropriate action to liquidate the company in the prior to the commencement of the relevant offer period
event Thalassa’s offer lapses or is withdrawn. *** Standard 90% (waivable) acceptance condition, unless otherwise
stated
32. Arrangements agreed with certain of Tax System’s management required the approval of independent shareholders in accordance with Rule 16.2 of the Code.
**** In shareholders’ irrevocables (unless indicated otherwise)
33. Acceptance condition of 50% plus one share, in line with Rule 9 of the Code. ◊ Permitted agreements under Rule 21.2 of the Code
A AIM traded shares
C Co-operation agreement/bid conduct agreement
F Break fee given under formal sale process or white knight dispensation
L Listed/traded shares
NP No premium given in offer documentation or nil premium
R Reverse break fee
S Standstill agreement
U Untraded shares
B Bidder shareholder approval
T Target shareholder approval
17www.ashurst.com London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW. T: +44 (0)20 7638 1111 F: +44 (0)20 7638 1112 ashurst.com. Ashurst LLP and its affiliates operate under the name Ashurst. Ashurst LLP is a limited liability partnership registered in England and Wales under number OC330252. It is a law firm authorised and regulated by the Solicitors Regulation Authority of England and Wales under number 468653. The term “partner” is used to refer to a member of Ashurst LLP or to an employee or consultant with equivalent standing and qualifications or to an individual with equivalent status in one of Ashurst LLP’s affiliates. Further details about Ashurst can be found at ashurst.com. © Ashurst LLP 2020 Ref D/R002591
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