UK Public M&A Update · offer for Bonmarché Holdings plc, Sports Direct International plc’s mandatory offer for GAME Digital plc, Investindustrial Advisors Limited’s partial

UK Public M&A Update 2019 REVIEW

3

Introduction

Welcome to Ashurst’s annual Public M&A Update – 2019 Review.

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 features of the firm offer announcements we have reviewed in 2019.

The Q4 2019 Digest summarises recent news and developments from the UK Takeover Panel (the Panel) and any relevant court cases.

In the last quarter, Ashurst mandates have included advising:

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

Contents

Introduction 3

Overview 4

Practice & Panel Statements 12

Contacts 13

Appendix: Announced UK takeover bids (1 January to 31 December 2019) 14

54

Overview2019 2018 2017

Announced bids1 74 45 46

Recommended 63 38 39

Schemes of arrangement 50 33 29

Average of bid premia (% unweighted) 54.6% 57.0% 33.3%

Deal volumeOf the deals we review (which excludes minority offers by existing majority shareholders), 2019 saw a large increase in the level of UK public bid activity in terms of deal volume as compared to 2018 with 74 firm offers (in excess of £1m) having been announced. There were 35 firm offers for Main Market targets (a 59% increase on the 22 Main Market bids in 2018) and 31 firm offers for AIM targets (a 82% increase compared to 17 in 2018). There were also six firm offers for unquoted targets, one firm offer for a target quoted on the NEX Exchange Growth Market and one firm offer for a target quoted on NASDAQ Dubai.

Trading status of target companyMain MarketAIMUnquoted/Other Markets

Bid ConsiderationCashSharesCash and Shares

Recommendation statusBoard recommendation oninitial Rule 2.7 announcementHostileNo Recommendation

8 4 44

6659

11

35

31

A summary of the key features of these announced offers in 2019 is set out in the table in the Appendix.

Deal valuesIn contrast to deal volumes, deal values significantly decreased from a total of £120.4bn 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 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 announced in 2019 was the recommended £6.26bn all-share merger of Takeaway.com N.V. and Just Eat plc.

Overall, mid-market M&A powered the surge in deal volumes in 2019, with 43 (27) firm offers having a deal value in excess of £100m, representing an increase from 2018. 13 (16) of those offers exceeded £1bn.

Bid considerationAgain, cash was king in 2019, reflecting healthy cash balances held by corporate buyers and the continuing availability of strong credit lines for debt financing including from non-traditional lenders. 59 of the 74 firm offers announced were solely in cash. Several bids saw a special dividend in respect of the financial year form part of the offer (for example, Lovell Minnick Partners LLC’s offer for Charles Taylor plc, Seplat Petroleum Development Company Plc’s offer for Eland Oil & Gas PLC and Sovereign Capital Partners LLP’s offer for Murgitroyd Group PLC).

11 bids included a share component, with four offering a mix and match facility.

The table below sets out the composition of bid consideration.




8 4 44

6659

11

35

31




8 4 44

6659

11

35

31




8 4 44

6659

11

35

31

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.

76

Board recommendation66 of the 74 offers were recommended by the target board at the time of the initial Rule 2.7 announcement (as compared to 38 of the 45 offers in 2018).

Eight bids were announced without the recommendation of the target board. These were Thalassa Holdings Ltd’s unsolicited offer for The Local Shopping REIT plc, Non-Standard Finance plc’s unsolicited offer for Provident Financial plc, Sports Direct International plc’s unsolicited offer for Findel plc, Spectre Holdings Limited’s mandatory 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 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.




8 4 44

6659

11

35

31

Bid premiaBid premia (on an unweighted basis) on all announced deals saw a slight decrease in 2019 at 54.6% as compared to 57% in 2018. Unweighted premia in 2019 for bids in excess of £250m saw a decrease in 2019 to 35.4% from 46% in 2018.

Bid structureSchemes of arrangement have remained the structure of choice for recommended 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 offers in 2018.

This underlines the view that there are still significant benefits to using a scheme, for example, the greater certainty of obtaining 100% control.

Competing bidsWe have seen three competing bids in 2019 (as compared to two in 2018).

As a result of higher competing bids, Macquarie Infrastructure and Real Assets (Europe) Limited succeeded in their offer for KCOM Group Public Limited Company, whilst Universities Superannuation Scheme Limited’s offer lapsed, and Berry Global Group, Inc succeeded in their offer for RPC Group Plc, whilst Apollo Global Management, LLC’s offer lapsed.

The competing bids by Takeaway.com N.V. and Prosus N.V. for Just Eat pls saw various bid tactics being used, including Takeaway.com switching structure from a scheme to 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 plc eventually prevailed as the board of Just Eat stood behind their recommendation that shareholders reject Prosus’ offer on the basis that the board considers that the Takeaway.com combination provides Just Eat shareholders with greater value creation than the terms of the Prosus offer.

Private-equity backed bidsThere was a large increase in the number of private-equity backed bids (29) in 2019 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 Core Equity Advisors LLC and Canada Pension Plan Investment Board’s £4.766bn bid for Merlin Entertainments plc and Thoma Bravo, LLC’s US$3.82bn bid for Sophos Group plc).

Break feesBreak fees2019 saw the Panel consent to a target break fee in relation to GeoPark Limited’s offer for Amerisur Resources Plc as part of Amerisur’s formal sale process.

Reverse break feesIn 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 for Greene King plc, CKA entered into a reverse break fee arrangement under which, 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.




8 4 44

6659

11

35

31

98

Irrevocable undertakingsIrrevocable commitments were obtained on 62 bids. On 40 of those deals, the bidder obtained irrevocable undertakings from non-director shareholders.

Matching or topping rights: non-director shareholdersMatching 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 offers announced in 2019, a small decrease from the 26.7% in 2018.

Non-solicitation and notification undertakings: non-director shareholdersOf the 40 deals on which non-director shareholder irrevocables were obtained, seven (17.5%) included a non-solicitation undertaking. Of these seven deals, six contained notification undertakings. Before agreeing notification undertakings, shareholders would be well advised to consider whether the information required to be notified constitutes inside information and therefore whether such an undertaking can be given in practice.

Formal sale processesIn 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 Maurel & Prom S.A.’s offer for Amerisur Resources Plc). This represents a decrease from the 11 companies which announced formal sale processes in 2018 of which three (27%) subsequently resulted in a firm offer.

News digestQ4 was relatively quiet from a regulatory and legal news perspective. The main news 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.

Hearings Committee decision to cold-shoulder David KingBackgroundOn 11 October 2019, the Panel published Panel Statement 2019/16. The statement sets out the ruling of the Hearings Committee (the “Committee”) against David King, the Chairman of Rangers International Football Club PLC, in disciplinary proceedings initiated by the Executive of the Panel (the “Executive”).

Following a breach by Mr King of the obligation to announce a mandatory offer under Rule 9 of the Takeover Code (the “Code”) and other related contraventions of the Code, the 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 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.

We previously reported on the various developments relating to Mr King’s offer for Rangers Inter-national Football Club Plc (“Rangers”). Please see our Public M&A Update for Q1 2017, Q2 2018 and Q3 2018, our 2017 Review and 2018 Review for further details on these developments.

Breaches of the Takeover CodeThis 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.

https://www.ashurst.com/en/news-and-insights/legal-updates/public-ma-update---q1-2017/

https://www.ashurst.com/en/news-and-insights/legal-updates/uk-public-ma-update-july-2018/

https://www.ashurst.com/en/news-and-insights/legal-updates/uk-public-ma-update-oct-18/

https://www.ashurst.com/en/news-and-insights/legal-updates/public-ma-quarterly-update/

https://www.ashurst.com/en/news-and-insights/legal-updates/uk-public-m-and-a-update/

1110

SanctionsIn deciding whether to take disciplinary action, the Committee asked the following questions: (i) whether Mr King was an offender who was not likely to comply with the Code and whose conduct merited cold-shouldering by professional bodies regulated by the FCA; and (ii) if so, for what period that sanction should apply.

Whether Mr King was likely to comply with the Code The Committee concluded that Mr King’s behaviour showed a clear propensity to disregard the Code and to comply with its Rules only when forced to do so by enforcement proceedings in the courts. Even though Mr King had offered to undertake to comply with the Code in future, the Committee had to weigh that undertaking against the propensity revealed by his previous conduct and the practical difficulty in enforcing any such undertaking.

The Committee also seemed to give less weight to the fact that Mr King had contravened Rule 24.8 of the Code relating to cash confirmation when determining Mr King’s likelihood of future non-compliance. In contrast, the Committee condemned Mr King’s prolonged refusal to procure a Rule 9 offer, along with his conduct in dealing with the Executive during its initial investigation into a possible concert party, stating that these were “offences of the utmost seriousness for which a statement of public censure would not be a sufficient sanction”.

Duration of the sanction Testing its conclusions against only two previous cases in which the duration of a cold-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.

Notably, this was despite the following circumstances present in Mr King’s favour:

• Mr King had no previous disciplinary record and his investment in Rangers was at no stage motivated by the prospect of financial gain or commercial advantage; and

• it had not been clearly established that Mr King’s failure to procure a Rule 9 offer prevented shareholders who would otherwise have taken the opportunity to exit 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.

2. Providing incorrect and misleading statements to the Executive (Section 9(a), Introduction)The Committee further questioned if Mr King had done his best to answer the Executive’s questions truthfully during the course of its concert party investigations. In particular, Mr King had denied to the Executive that communication had taken 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 Committee therefore stated that the breach is serious, as investigating a potential concert party presents particular challenges for the Executive, which can only be addressed effectively if those to whom enquiries are directed (including in particular potential members of a concert party) co-operate and answer questions fully and truthfully. This was not the case in Mr King’s situation.

3. Failing to consult the Executive (Section 6(b), Introduction)The Committee also found that Mr King had been warned expressly by a party acting in concert with him that he would be obliged to make a mandatory offer for the remaining shares of Rangers if the shares he was about to acquire pushed their aggregate holding to 30% or above. The Committee therefore considered that Mr King’s acquisition of further shares was made in the full knowledge that he at least risked triggering an obligation to procure the making of a Rule 9 offer. In the circumstances, his failure to consult the Executive as to the implications of his 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 person is in any doubt whatsoever as to whether a proposed course of conduct is in accordance with the Code.

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 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 made his Rule 9 offer, the Committee found that he failed to include such a cash confirmation. However, they also found that in the circumstances this contravention was by no means as serious as the prolonged failure to announce a Rule 9 offer or to deal with the Executive during its investigation in the manner required by the Code.

http://www.thetakeoverpanel.org.uk/publication/view/2019-16-mr-david-king

1312

Practice & Panel StatementsThe following Practice and Panel Statements were issued by the Panel during 2019 – in reverse chronological order:

Practice Statements

There were no Practice Statements issued during 2019.

Panel Statements

Number Date Subject Summary

2019/18 11/11/19 Charles Taylor plcRequirement for potential offeror to make a Rule 2.7 announcement or announce no intention to bid by 15 November 2019

2019/17 07/11/19 UK Finance Corporate Finance Committee

2019/16 11/10/19 Mr David King Hearings Committee decision to cold-shoulder Mr David King

2019/15 11/09/19 Eddie Stobart Logistics plc Possible offer by DBAY Advisors Limited

2019/14 23/07/19 2019 Annual Report Publication of the Panel’s Annual Report

2019/13 12/07/19 KCOM Group plc Result of auction

2019/12 12/07/19 New Secretary for the Takeover Panel Panel Executive appointment

2019/11 04/07/19 KCOM Group plc Auction procedure under Rule 32.5

2019/10 25/04/19 New Panel Members Panel Appointments

2019/9 15/04/19 Provident Financial plc Offer timetable extended

2019/8 04/04/19Instrument 2019/3 – The United Kingdom’s withdrawal from the European Union

Amendments to the Takeover Code

2019/7 01/04/19 Revised Takeover Code Publication of a revised version of the Takeover Code

2019/6 25/03/19 Amendments to the Takeover Code

Amendments to references to the UKLA and other matters

2019/5 11/03/19 Earthport plc Offer timetable extended

2019/4 06/03/19Publication of Response Statements and amendments to the Takeover Code

Publication of RS 2018/1 (Asset Valuations) and RS 2018/2 (The United Kingdom’s withdrawal from the European Union) and amendments to the Takeover Code

2019/3 27/02/19 Change of address New address with effect from 11 March 2019

2019/2 19/02/19 RPC GroupBerry Global Group, Inc – deadline for clarification under section 4 of Appendix 7 of the Code

2019/1 24/01/19 New Panel Members Panel Appointments

ContactsFor more information about any of the issues raised in this update please contact:

Rob Aird Partner London +44 (0)20 7859 1726 [email protected]

Simon Bullock Partner London +44 (0)20 7859 3115 [email protected]

Michael Burns Partner London +44 (0)20 7859 2089 [email protected]

David Carter Partner London +44 (0)20 7859 1012 [email protected]

Nick Cheshire Partner London +44 (0)20 7859 1811 [email protected]

Adrian Clark Senior Consultant London +44 (0)20 7859 1767 [email protected]

Karen Davies Partner, Head of Corporate UK London +44 (0)20 7859 3667 [email protected]

Braeden Donnelly Partner London +44 (0)20 7859 2691 [email protected]

James Fletcher Partner London +44 (0)20 7859 3156 [email protected]

Bruce Hanton Partner London +44 (0)20 7859 1738 [email protected]

Nicholas Holmes Partner London +44 (0)20 7859 2058 [email protected]

Hiroyuki Iwamura Partner London +44 (0)20 7859 3244 [email protected]

Gaby Jones Partner London +44 (0)20 7859 3661 [email protected]

Adam Levitt Partner London +44 (0)20 7859 1633 [email protected]

Tom Mercer Partner London +44 (0)20 7859 2988 [email protected]

David Page Senior Consultant London +44 (0)20 7859 1908 [email protected]

Jason Radford Partner, Head of Corporate London +44 (0)20 7859 1145 [email protected]

Nick Rainsford Partner London +44 (0)20 7859 2914 [email protected]

Michael Robins Partner London +44 (0)20 7859 1473 [email protected]

Aaron Shute Partner London +44 (0)20 7859 2411 [email protected]

Tara Waters Partner London +44 (0)20 7859 2755 [email protected]

Nick Williamson Partner London +44 (0)20 7859 1894 [email protected]

María José Menéndez

Partner, Head of Corporate CEMEA Spain +34 91 364 9867 [email protected]

Reinhard Eyring Partner, Head of Germany Germany +49 (0)69 97 11 27 08 [email protected]

Arnaud Wtterwulghe

Managing Partner, Brussels Belgium +32 2 626 1914 [email protected]

Nick Terry Partner Australia +61 3 9679 3483 [email protected]

Appendix: Announced* UK takeover bids (1 January 2019 to 31 December 2019)

Target (Market) Bidder Bid

valu

e

Bid

prem

ium

**

Reco

mm

ende

d

Hos

tile

/ N

o Re

com

men

datio

n

Rule

9 o

ffer

Cash

Shar

es (L

/U/A

)

Oth

er co

nsid

erat

ion

Mix

and

mat

ch

Offe

r***

Part

ial O

ffer

Sche

me

Offe

r-rel

ated

ar

rang

emen

ts

Form

al sa

le p

roce

ss

Non

-sol

icit

unde

rtak

ing

of b

id in

shar

ehol

der

irrev

ocab

les

Mat

chin

g/To

ppin

g rig

hts*

***

Shar

ehol

der v

ote

Profi

t fo

reca

st/Q

FBS

Q4 2019

Brady plc (AIM) Hanover Active Equity Fund II, S.C.A. SICAV-RAIF £15.3m 171% ● ● ● ●

Sophos Group plc (Main Market) Thoma Bravo, LLCUS$3.82b (approx. £3.012b)

37.1% ● ● ● ●C1

Eland Oil & Gas PLC (AIM) Seplat Petroleum Development Company Plc £382m 28.5% ● ● ●2 ● ●C

Capital & Regional plc (Main Market) Growthpoint Properties Limited £72.5m 100% ● ● ●3 ●4 ●

Elegant Hotels Group plc (AIM) Marriott International, Inc. £100.8m 57.1% ● ● ● ●

Murgitroyd Group PLC (AIM) Sovereign Capital Partners LLP £62.8m 6.3% ● ● ●5 ●

Just Eat plc (Main Market) Prosus N.V. £5.5b 26% ● ● ● ●6 ●

Netalogue Technologies plc ( NEX Exchange Growth Market) Accellos Holdings LLC offer £5.73m 151.7% ● ● ●

Amerisur Resources Plc (AIM) GeoPark Limited £242m 58.8% ● ● ● ●CR ● ●

Carpetright plc (Main Market) Meditor European Master Fund Limited £15.18m NP ● ● ● ●

Consort Medical plc (Main Market) Recipharm AB £505m 39.1% ● ● ● ●C

Hardy Oil and Gas plc (Main Market) Richard Griffi ths £3.688m NP ● ● ● ●

Innovise Limited (Unquoted) Accel-KKR LLC Up to £18.45m NP ● ● ●7 ● ●8 ● ●T

Redde plc (AIM) Northgate plc £394m 18% ● ●L ● ●C ●B ●

Aggregated Micro Power Holdings plc (AIM)

Asterion Industrial Partners SGEIC, S.A. £63.1m 32.4% ● ● ● ● ●T

BLME Holdings plc (NASDAQ Dubai) Boubyan Bank K.S.C.P.US$212.1m

(approx. £164m)

75% ● ● ●

hVIVO plc (AIM) Open Orphan plc £12.96m 33.8% ● ●A ● ●B

Nasstar plc (AIM) Mayfair Equity Partners LLP £79.4 million 14.5% ● ● ● ●C ●

Hansteen Holdings PLC (Main Market) The Blackstone Group Inc. £500 million 10.3% ● ● ●

Score Group plc (Unquoted) SCF GP LLC £120.48 million NP ● ● ● ●9

Harwood Wealth Management Group PLC (AIM) The Carlyle Group £90.7 million -7.9% ● ● ● ● ● ●C10


valu

e

Bid

prem

ium

**

Reco

mm

ende

d

Hos

tile

/ N

o Re

com

men

datio

n

Rule

9 o

ffer

Cash

Shar

es (L

/U/A

)

Oth

er co

nsid

erat

ion

Mix

and

mat

ch

Offe

r***

Part

ial O

ffer

Sche

me

Offe

r-rel

ated

ar

rang

emen

ts

Form

al sa

le p

roce

ss

Non

-sol

icit

unde

rtak

ing

of b

id in

shar

ehol

der

irrev

ocab

les

Mat

chin

g/To

ppin

g rig

hts*

***

Shar

ehol

der v

ote

Profi

t fo

reca

st/Q

FBS

Q4 2019

Brady plc (AIM) Hanover Active Equity Fund II, S.C.A. SICAV-RAIF £15.3m 171% ● ● ● ●

Sophos Group plc (Main Market) Thoma Bravo, LLCUS$3.82b (approx. £3.012b)

37.1% ● ● ● ●C1

Eland Oil & Gas PLC (AIM) Seplat Petroleum Development Company Plc £382m 28.5% ● ● ●2 ● ●C

Capital & Regional plc (Main Market) Growthpoint Properties Limited £72.5m 100% ● ● ●3 ●4 ●

Elegant Hotels Group plc (AIM) Marriott International, Inc. £100.8m 57.1% ● ● ● ●

Murgitroyd Group PLC (AIM) Sovereign Capital Partners LLP £62.8m 6.3% ● ● ●5 ●

Just Eat plc (Main Market) Prosus N.V. £5.5b 26% ● ● ● ●6 ●

Netalogue Technologies plc ( NEX Exchange Growth Market) Accellos Holdings LLC offer £5.73m 151.7% ● ● ●

Amerisur Resources Plc (AIM) GeoPark Limited £242m 58.8% ● ● ● ●CR ● ●

Carpetright plc (Main Market) Meditor European Master Fund Limited £15.18m NP ● ● ● ●

Consort Medical plc (Main Market) Recipharm AB £505m 39.1% ● ● ● ●C

Hardy Oil and Gas plc (Main Market) Richard Griffi ths £3.688m NP ● ● ● ●

Innovise Limited (Unquoted) Accel-KKR LLC Up to £18.45m NP ● ● ●7 ● ●8 ● ●T

Redde plc (AIM) Northgate plc £394m 18% ● ●L ● ●C ●B ●

Aggregated Micro Power Holdings plc (AIM)

Asterion Industrial Partners SGEIC, S.A. £63.1m 32.4% ● ● ● ● ●T

BLME Holdings plc (NASDAQ Dubai) Boubyan Bank K.S.C.P.US$212.1m

(approx. £164m)

75% ● ● ●

hVIVO plc (AIM) Open Orphan plc £12.96m 33.8% ● ●A ● ●B

Nasstar plc (AIM) Mayfair Equity Partners LLP £79.4 million 14.5% ● ● ● ●C ●

Hansteen Holdings PLC (Main Market) The Blackstone Group Inc. £500 million 10.3% ● ● ●

Score Group plc (Unquoted) SCF GP LLC £120.48 million NP ● ● ● ●9

Harwood Wealth Management Group PLC (AIM) The Carlyle Group £90.7 million -7.9% ● ● ● ● ● ●C10

Key* This table includes details of takeovers, set out in chronological order, in

respect of which a fi rm intention to make an offer has been announced under Rule 2.7 of the Code during the period under review. It excludes offers by existing majority shareholders for minority positions

** Premium of the offer price over the target’s share price immediately prior to the commencement of the relevant offer period

*** Standard 90% (waivable) acceptance condition, unless otherwise stated

**** In shareholders’ irrevocables (unless indicated otherwise)◊ Permitted agreements under Rule 21.2 of the CodeA AIM traded sharesC Co-operation agreement/bid conduct agreementF Break fee given under formal sale process or white knight dispensationL Listed/traded sharesNP No premium given in offer documentation or nil premiumR Reverse break feeS Standstill agreementU Untraded sharesB Bidder shareholder approvalT Target shareholder approval

1. On 25 September 2019, Sophos, Bidco and their respective external legal counsels entered into a confi dentiality and joint defence agreement to ensure that the exchange or disclosure of certain materials relating to the parties only takes place between their respective external legal counsels and external experts for the purposes of anti-trust and regulatory analysis, and does not diminish in any way the confi dentiality of such materials and does not result in a waiver of privilege, right or immunity that might otherwise be available.

2. Eland shareholders on the register at the close of business on 18 October 2019 are entitled to receive and retain the interim dividend of 1 pence per Eland share to be paid on 31 October 2019.

3. This is a partial offer for 219,786,924 ordinary shares representing approximately 30.2% of the issued ordinary share capital of Capital & Regional.

4. In connection with the partial offer, Growthpoint and Capital entered into a subscription agreement under which Growthpoint (or any Growthpoint nominee) has agreed to subscribe for the subscription shares at a price of 25 pence per subscription share. The share subscription is conditional, among other things, upon the partial offer becoming unconditional and Capital shareholders approving the resolutions required to implement the proposed transaction. Growthpoint and Capital have also entered into a relationship agreement, principally to ensure that, for so long as Growthpoint and any of its nominee(s) hold at least 20% of the voting 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 listing segment of the Offi cial List; (ii) trading on the London Stock Exchange’s Main Market; and (iii) listing and trading on the main board of the Johannesburg Stock Exchange.

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 fi nal dividend of 15 pence per Murgitroyd share.

6. On 4 October 2019, Bidco and Just Eat entered into a clean team confi dentiality agreement which sets out how any confi dential information that is competitively sensitive can be disclosed, used or shared for the purposes of due diligence, costs benefi ts evaluation, integration planning and regulatory clearance. On 1 October 2019, Bidco, Just Eat and their respective legal advisers also entered into a panel confi dentiality agreement relating to the exchange and/or disclosure of certain materials relating to the parties in relation to the anti-trust workstream.

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 for the entire issued share capital of Innovise Limited. The basic offer is 58 pence in cash for each Innovise ordinary share and 46 pence in cash for each Innovise B share, while the complex offer is 50 pence in cash for each Innovise ordinary share, 38 pence in cash for each Innovise B share and certain deferred payments subject to set-off and adjustments.

8. The Innovise directors and certain specifi ed shareholders are required to accept the complex offer and entered into a warranty deed on 27 November 2019, under which they give warranties, specifi c indemnities and a tax covenant. Also in relation to the complex offer, Innovise is selling the shares it owns in Cortex under a Cortex SPA, amounting to 92.59% of the issued share capital, with remaining shares being held by the senior management of Cortex. The consideration of £100,000 is payable by the complex offer shareholders by way of a deduction in the fi rst deferred payment due to be paid to them. The Innovise leadership team has further been provided with the opportunity to subscribe for new shares in Teamster Topco LLC.

9. In connection with the acquisition, SCF and Charles Richie’s Testamentary Trust (Family Trust) entered into: (i) an exclusivity agreement, under which the Family 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 and indemnities in respect of the business and affairs of the Score Group and an indemnity to Bidco in relation to there being no leakage since 2 May 2019; (iii) a tax deed of covenant, under which the Family Trust agreed to grant Bidco a number of indemnities in respect of the tax position of Score Group; and (iv) a Family Trust 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.

10. On 23 December 2019, certain of the Harwood directors entered into a separate 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 Harwood group. Prior to the effective date, Carlyle and the Bidco group will enter into an investment agreement and Bidco will adopt new articles of association each in the form to be made available to Harwood shareholders. Harwood shareholders who wish to accept the fi rst alternative offer or the second alternative offer (as applicable) will be required to execute a deed of adherence to the investment agreement.

14


valu

e

Bid

prem

ium

**

Reco

mm

ende

d

Hos

tile

/ N

o Re

com

men

datio

n

Rule

9 o

ffer

Cash

Shar

es (L

/U/A

)

Oth

er co

nsid

erat

ion

Mix

and

mat

ch

Offe

r***

Part

ial O

ffer

Sche

me

Offe

r-rel

ated

ar

rang

emen

ts

Form

al sa

le p

roce

ss

Non

-sol

icit

unde

rtak

ing

of b

id in

shar

ehol

der

irrev

ocab

les

Mat

chin

g/To

ppin

g rig

hts*

***

Shar

ehol

der v

ote

Profi

t fo

reca

st/Q

FBS

Q3 2019FFI Holdings plc (AIM) 777 Group £39.5m 28.2% ● ● ● ● ●

Telford Homes Plc (AIM) CBRE Group, Inc. £267.4m 11.1% ● ● ● ●C

Ei Group plc (Main Market) Stonegate Pub Company Limited £1.273b 38.5% ● ● ● ●C11

Aston Martin Lagonda Global Holdings plc (Main Market) Investindustrial Advisors Limited £68.4m NP N/A ● ● ●12

Acacia Mining plc (Main Market) Barrick Gold Corporation £951m 53.5% ● ●L ●

Cobham plc (Main Market) Advent International Corporation £4b 34.4% ● ● ● ●C13

Sanderson Group Plc (AIM) Aptean, Inc. £90.1m 9.8% ● ● ● ●

Just Eat plc (Main Market) Takeaway.com N.V. £4.98b 15% ● ●L ● ●C ●B ●

easyHotel plc (AIM) Ivanhoé Cambridge and ICAMAP Investments S.à.r.l £138.7m 34.8% ● ● ● ●C

Catalis plc (Unquoted) NorthEdge Capital LLP £89.8m 179.6%14 ● ● ● ● ● ●T

Greene King plc (Main Market) CK Asset Holdings Limited £2.7b 51% ● ● ● ●C ●B

Synnovia plc (AIM) Camelot Capital Partners LLC £48.8m 42.9% ● ● ● ●15 ●T

Miton Group plc (AIM) Premier Asset Management Group PLC £97.95m 38% ● ●A ● ●B ●

APC Technology Group Plc (AIM) Harwood Capital LLP £18.26m 9.59% ● ● ● ●

Charles Taylor plc (Main Market) Lovell Minnick Partners LLC £261m 34.0% ● ● ●16 ● ●C

StatPro Group plc (AIM) Confl uence Technologies, Inc. £161.1m 54.9% ● ● ●

Low & Bonar PLC (Main Market) Freudenberg & Co. Kommanditgesellschaft £107m 101% ● ● ● ●C17 ●



valu

e

Bid

prem

ium

**

Reco

mm

ende

d

Hos

tile

/ N

o Re

com

men

datio

n

Rule

9 o

ffer

Cash

Shar

es (L

/U/A

)

Oth

er co

nsid

erat

ion

Mix

and

mat

ch

Offe

r***

Part

ial O

ffer

Sche

me

Offe

r-rel

ated

ar

rang

emen

ts

Form

al sa

le p

roce

ss

Non

-sol

icit

unde

rtak

ing

of b

id in

shar

ehol

der

irrev

ocab

les

Mat

chin

g/To

ppin

g rig

hts*

***

Shar

ehol

der v

ote

Profi

t fo

reca

st/Q

FBS

Q3 2019FFI Holdings plc (AIM) 777 Group £39.5m 28.2% ● ● ● ● ●

Telford Homes Plc (AIM) CBRE Group, Inc. £267.4m 11.1% ● ● ● ●C

Ei Group plc (Main Market) Stonegate Pub Company Limited £1.273b 38.5% ● ● ● ●C11

Aston Martin Lagonda Global Holdings plc (Main Market) Investindustrial Advisors Limited £68.4m NP N/A ● ● ●12

Acacia Mining plc (Main Market) Barrick Gold Corporation £951m 53.5% ● ●L ●

Cobham plc (Main Market) Advent International Corporation £4b 34.4% ● ● ● ●C13

Sanderson Group Plc (AIM) Aptean, Inc. £90.1m 9.8% ● ● ● ●

Just Eat plc (Main Market) Takeaway.com N.V. £4.98b 15% ● ●L ● ●C ●B ●

easyHotel plc (AIM) Ivanhoé Cambridge and ICAMAP Investments S.à.r.l £138.7m 34.8% ● ● ● ●C

Catalis plc (Unquoted) NorthEdge Capital LLP £89.8m 179.6%14 ● ● ● ● ● ●T

Greene King plc (Main Market) CK Asset Holdings Limited £2.7b 51% ● ● ● ●C ●B

Synnovia plc (AIM) Camelot Capital Partners LLC £48.8m 42.9% ● ● ● ●15 ●T

Miton Group plc (AIM) Premier Asset Management Group PLC £97.95m 38% ● ●A ● ●B ●

APC Technology Group Plc (AIM) Harwood Capital LLP £18.26m 9.59% ● ● ● ●

Charles Taylor plc (Main Market) Lovell Minnick Partners LLC £261m 34.0% ● ● ●16 ● ●C

StatPro Group plc (AIM) Confl uence Technologies, Inc. £161.1m 54.9% ● ● ●

Low & Bonar PLC (Main Market) Freudenberg & Co. Kommanditgesellschaft £107m 101% ● ● ● ●C17 ●

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.

12. Partial offer for 6,840,090 ordinary shares representing approximately 3% of the issued ordinary share capital of Aston Martin.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

treatment of certain sensitive confi dential information.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

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).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

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 becoming or being declared wholly unconditional and upon the passing of the management shareholder resolution; and (ii) entered into a shareholders’ agreement under which they agreed various matters relating to the management of Bidco and their rights as shareholders.

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 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.

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 the ring-fencing of certain materials relating to Low & Bonar.






15



valu

e

Bid

prem

ium

**

Reco

mm

ende

d

Hos

tile

/ N

o Re

com

men

datio

n

Rule

9 o

ffer

Cash

Shar

es (L

/U/A

)

Oth

er co

nsid

erat

ion

Mix

and

mat

ch

Offe

r***

Part

ial O

ffer

Sche

me

Offe

r-rel

ated

ar

rang

emen

ts

Form

al sa

le p

roce

ss

Non

-sol

icit

unde

rtak

ing

of b

id in

shar

ehol

der

irrev

ocab

les

Mat

chin

g/To

ppin

g rig

hts*

***

Shar

ehol

der v

ote

Profi

t fo

reca

st/Q

FBS

Q2 2019Bonmarché Holdings plc (Main

Market) Spectre Holdings Limited £5.7m NP ●18 ● ● ● ●

Lighthouse plc (AIM) Quilter plc £46.2m 24.5% ● ● ● ●C19 ●

KCOM Group Public Limited Company (Main Market)

Universities Superannuation Scheme Limited £504m 33.8% ●20 ● ● ●C ●

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 Limited (AIM) Nuvei Corporation £699m 25% ● ● ● ●C

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 ●


Macquarie Infrastructure and Real Assets (Europe) Limited £562m 49% ● ● ● ●C

GAME Digital plc (Main Market) Sports Direct International plc £51.88m 27.4% ●24 ● ● ●

Millennium & Copthorne Hotels plc (Main Market) City Developments Limited £2.227b 37% ● ● ● ●C

Porta Communications plc (AIM) SEC S.p.A £4.46m 95.87% ● ●A ● ●

Lewmar Marine Limited (Unquoted) LCI Industries £33.286m NP ● ● ● ●25

Premier Technical Services Group Plc (AIM) Macquarie Group Limited £265.3m 141.5% ● ● ● ● ●

BCA Marketplace plc (Main Market) TDR Capital LLP £1.906b 24.9% ● ● ● ●C26 ● ●

Merlin Entertainments plc (Main Market)

KIRKBI A/S, The Blackstone Group L.P., and Canada Pension Plan

Investment Board£4.766b 15.2% ● ● ● ●C

18. The board of Bonmarché Holdings later recommended that shareholders accept the offer.19. Quilter and Lighthouse entered into a letter agreement pursuant to which Quilter agreed to: (a) prepare and submit a briefi ng paper to the CMA as soon as reasonably

practicable; (b) provide Lighthouse with a reasonable opportunity to comment on drafts of the briefi ng paper; and (c) notify Lighthouse when the CMA provides any material response.

20. Initially recommended. The board of KCOM Group subsequently withdrew its recommendation following the announcement by Macquarie Infrastructure and Real Assets (Europe) Limited of a higher competing offer.

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.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

could be shared with Mercell.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

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 be issued to Carlos Miguens and Cantomi pursuant to the offer and, in respect of Tim Hunt, his existing Hunt shares.

24. GAME Digital’s board later recommended that shareholders accept the offer.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

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.

26. In addition, TDR and BCA put in place a regulatory clean team agreement setting out how confi dential information that is competitively sensitive can be disclosed, used or 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.


valu

e

Bid

prem

ium

**

Reco

mm

ende

d

Hos

tile

/ N

o Re

com

men

datio

n

Rule

9 o

ffer

Cash

Shar

es (L

/U/A

)

Oth

er co

nsid

erat

ion

Mix

and

mat

ch

Offe

r***

Part

ial O

ffer

Sche

me

Offe

r-rel

ated

ar

rang

emen

ts

Form

al sa

le p

roce

ss

Non

-sol

icit

unde

rtak

ing

of b

id in

shar

ehol

der

irrev

ocab

les

Mat

chin

g/To

ppin

g rig

hts*

***

Shar

ehol

der v

ote

Profi

t fo

reca

st/Q

FBS

Q2 2019Bonmarché Holdings plc (Main

Market) Spectre Holdings Limited £5.7m NP ●18 ● ● ● ●

Lighthouse plc (AIM) Quilter plc £46.2m 24.5% ● ● ● ●C19 ●


Universities Superannuation Scheme Limited £504m 33.8% ●20 ● ● ●C ●

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 Limited (AIM) Nuvei Corporation £699m 25% ● ● ● ●C

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 ●


Macquarie Infrastructure and Real Assets (Europe) Limited £562m 49% ● ● ● ●C

GAME Digital plc (Main Market) Sports Direct International plc £51.88m 27.4% ●24 ● ● ●

Millennium & Copthorne Hotels plc (Main Market) City Developments Limited £2.227b 37% ● ● ● ●C

Porta Communications plc (AIM) SEC S.p.A £4.46m 95.87% ● ●A ● ●

Lewmar Marine Limited (Unquoted) LCI Industries £33.286m NP ● ● ● ●25

Premier Technical Services Group Plc (AIM) Macquarie Group Limited £265.3m 141.5% ● ● ● ● ●

BCA Marketplace plc (Main Market) TDR Capital LLP £1.906b 24.9% ● ● ● ●C26 ● ●

Merlin Entertainments plc (Main Market)

KIRKBI A/S, The Blackstone Group L.P., and Canada Pension Plan

Investment Board£4.766b 15.2% ● ● ● ●C






16


valu

e

Bid

prem

ium

**

Reco

mm

ende

d

Hos

tile

/ N

o Re

com

men

datio

n

Rule

9 o

ffer

Cash

Shar

es (L

/U/A

)

Oth

er co

nsid

erat

ion

Mix

and

mat

ch

Offe

r***

Part

ial O

ffer

Sche

me

Offe

r-rel

ated

ar

rang

emen

ts

Form

al sa

le p

roce

ss

Non

-sol

icit

unde

rtak

ing

of b

id in

shar

ehol

der

irrev

ocab

les

Mat

chin

g/To

ppin

g rig

hts*

***

Shar

ehol

der v

ote

Profi

t fo

reca

st/Q

FBS

Q1 2019

Flybe Group plc (Main Market)Stobart Group Limited; Virgin Atlantic Limited; Cyrus Capital

Partners L.P.£2.2m NP ● ● ● ●C ●

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 ● ● ●C ●

MedicX Fund Limited (Main Market) Primary Health Properties PLC £392.9m 14.3% ● ●L ● ●28 ● ● ●

Earthport plc (AIM) Mastercard Incorporated £233m 343% ●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 (Main Market) Thalassa Holdings Ltd £27.1m 17.1% ● ● ●L ● ●30 ●31

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 (Main Market) Non-Standard Finance plc £1.3b NP ● ●L ● ● ●

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 ●

Manx Telecom Plc (AIM) Basalt Infrastructure Partners II GP Limited £255.9m 30.5% ● ● ● S

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

Inmarsat plc (Main Market)

Apax Partners LLP, Warburg Pincus International LLC, Canada Pension

Plan Investment Board and Ontario Teachers' Pension Plan Board

US$3.4b 27% ● ● ● ●C ●



valu

e

Bid

prem

ium

**

Reco

mm

ende

d

Hos

tile

/ N

o Re

com

men

datio

n

Rule

9 o

ffer

Cash

Shar

es (L

/U/A

)

Oth

er co

nsid

erat

ion

Mix

and

mat

ch

Offe

r***

Part

ial O

ffer

Sche

me

Offe

r-rel

ated

ar

rang

emen

ts

Form

al sa

le p

roce

ss

Non

-sol

icit

unde

rtak

ing

of b

id in

shar

ehol

der

irrev

ocab

les

Mat

chin

g/To

ppin

g rig

hts*

***

Shar

ehol

der v

ote

Profi

t fo

reca

st/Q

FBS

Q1 2019

Flybe Group plc (Main Market)Stobart Group Limited; Virgin Atlantic Limited; Cyrus Capital

Partners L.P.£2.2m NP ● ● ● ●C ●

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 ● ● ●C ●

MedicX Fund Limited (Main Market) Primary Health Properties PLC £392.9m 14.3% ● ●L ● ●28 ● ● ●

Earthport plc (AIM) Mastercard Incorporated £233m 343% ●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 (Main Market) Thalassa Holdings Ltd £27.1m 17.1% ● ● ●L ● ●30 ●31

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 (Main Market) Non-Standard Finance plc £1.3b NP ● ●L ● ● ●

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 ●

Manx Telecom Plc (AIM) Basalt Infrastructure Partners II GP Limited £255.9m 30.5% ● ● ● S

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

Inmarsat plc (Main Market)

Apax Partners LLP, Warburg Pincus International LLC, Canada Pension

Plan Investment Board and Ontario Teachers' Pension Plan Board

US$3.4b 27% ● ● ● ●C ●

27. Initially recommended. The board of RBC subsequently withdrew its recommendation following the announcement by Berry Global of a higher competing offer.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 completion.

29. Initially recommended. The board of Earthport subsequently withdrew its recommendation following the announcement by Visa Inc. of a revised offer.30. Acceptance condition of 50% plus one share.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

event Thalassa’s offer lapses or is withdrawn.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.33. Acceptance condition of 50% plus one share, in line with Rule 9 of the Code.






17

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

www.ashurst.com

Documents

UK Public M&A Update · offer for Bonmarché Holdings plc, Sports Direct International plc’s mandatory offer for GAME Digital plc, Investindustrial Advisors Limited’s partial