Market Tracker monthly round-up—August 2018

Monthly round-up of the latest corporate announcements in August 2018 including a recommended cash and share offer by Caretech Holdings plc for Cambian Group plc, recommended cash offers by Bain Capital Private Equity, LP for esure Group plc, Ligand Pharmaceuticals Incorporated for Vernalis plc, DBAY Advisors Limited for Harvey Nash Group plc, Dalmore Capital Limited and Equitix Investment Management Limited for John Laing Infrastructure Fund Limited, Action Group Holdings Co (KSCC) for Action Hotels plc, secondary offers by Chaarat Gold Holdings Limited, IG Design Group plc, Shearwater Group plc, Victoria plc and Arena Events Group plc, an IPO by Sensyne Health Limited, a prospective IPO by Aston Martin Holdings (UK) Limited, joint ventures by Vast Resources plc and Red Mercury (Pvt) Ltd, Auto Trader Group plc and Cox Automotive UK Limited and Rainbow Rare Earths Limited and TechMet Limited, a returns of value by Micro Focus International plc, Shire plc and Rio Tinto plc, reorganisations by African Battery Metals plc and EPE Special Opportunities plc, reverse takeovers by Kin Group plc, Shearwater Group plc and Applegreen plc, a demerger by Salvarx Group plc, a class 1 transaction by Whitbread plc, related party transactions by Kin Group plc, Vedanta Resources plc and Salvarx Group plc and 8 AGMs.

To access previous monthly round ups please visit the Monthly deal round-ups archive.

All transactions covered in this update are available on the Market Tracker deal analysis tool containing over 3000 public company deal summaries.

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Deals announced:
AGMs

Demergers

IPOs

Joint ventures

LR/AIM Rules transactions

Reorganisations

Returns of value to shareholders

Reverse takeovers

Secondary offers

Takeovers

AGMs

Announcement date Company Industry sector Key information
31 August 2018 Vedanta Resources plc Mining, metals & extraction Vedanta Resources has announced that its 2018 AGM will be held on 1 October 2018.
30 August 2018 Entertainment One Ltd Media & telecommunications Entertainment One has announced that its 2018 AGM will be held on 13 September 2018.
30 August 2018 Hargreaves Lansdown plc Financial services Hargreaves Lansdown has announced that its 2018 AGM will be held on 11 October 2018.
30 August 2018 Hays plc Professional services Hays has announced that its 2018 AGM will be held on 14 November 2018.
16 August 2018 Rank Group plc Travel, hospitality, leisure & tourism Rank Group has announced that its 2018 AGM will be held on 18 October 2018.
8 August 2018 Sports Direct plc Retail & wholesale trade Sports Direct announced that its 2018 AGM will be held on 12 September 2018.
7 August 2018 BHP Billiton plc Mining, metals & extraction BHP Billiton has announced that its 2018 AGM will be held on 17 October 2018.
3 August 2018 Berkeley Group Holdings plc Construction Berkeley Group Holdings has announced that its 2018 AGM will be held on 5 September 2018.

Demergers

Announcement date Company Industry sector Key information
14 August 2018 Salvarx Group plc Pharmaceuticals & biotechnology Salvarx announced that it has entered into a conditional sale agreement for the disposal of its interest in SalvaRx Limited, its 94.2% owned subsidiary, to Portage Biotech Inc., a company listed on the Canadian Securities Exchange for a consideration of US$67.5 million, to be satisfied by the issue of 757,943,784 new shares in Portage.

IPOs

Announcement date Issuer Industry sector Key information
29 August 2018 Aston Martin Holdings (UK) Limited Automotive Aston Martin announced a prospective IPO to take place in the second half of 2018.
3 August 2018 Sensyne Health Limited Healthcare Sensyne Health announced its intention to list on AIM. Admission is expected on 17 August 2018.

Joint ventures

Announcement date JV parties Industry sector Key information
22 August 2018 Vast Resources plc and Red Mercury (Pvt) Ltd Mining, metals & extraction Vast Resources has announced that it has concluded an agreement with Red Mercury (Pvt) Ltd for exclusive access to a diamond concession area in what has become known as the Marange Diamond Fields in the Chiadzwa region of Zimbabwe.
The purpose of the agreement is to carry out initial due diligence on the area with a view to concluding a joint venture agreement, the principal terms of which have been agreed, for exploration, mining and marketing.
16 August 2018 Auto Trader Group plc and Cox Automotive UK Limited Automotive Auto Trader Group has announced a joint venture with Cox Automotive UK Limited to provide a leading digital marketplace for wholesale vehicles in the UK.
8 August 2018 Rainbow Rare Earths Limited and TechMet Limited Mining, metals & extraction Rainbow announced that it entered into a cooperation agreement with TechMet to form a joint venture. The joint venture will undertake a definitive feasibility study focused on a downstream rare earth separation business capable of processing Rainbow's high grade rare earth concentrate.TechMet has also agreed to subscribe £388,670 (US$500,000) of new ordinary shares alongside a proposed placing by way of an accelerated book-build to raise approximately £1.6 million (US$2.0 million) at a price of not less than 12 pence per ordinary share.

LR/AIM Rules transactions

Announcement date Company Industry sector Key information
31 August 2018 Whitbread plc Food & Beverages Whitbread announced a class 1 transaction under the listing rules.
31 August 2018 Kin Group plc Computing & IT Kin Group announced a related party transaction under the AIM rules.
29 August 2018 Vedanta Resources plc Mining, metals & extraction Vedanta Resources announced a related party transaction under the Listing Rules.
27 August 2018 Caledonia Mining Corporation plc Mining, Metals & extraction Caledonia announced a related party transaction under the AIM Rules.
14 August 2018 Salvarx Group plc Pharmaceuticals & biotechnology Salvarx announced a related party transaction under Rule 13 of the AIM Rules.
1 August 2018 Vitesse Media plc Media & telecommunications Vitesse Media announced a related party transaction under the AIM rules.
1 August 2018 Savannah Resources plc Mining, metals & extraction Savannah Resources announced a related party transaction under the AIM rules.

Reorganisations

Announcement date Company Industry sector Key information
8 August 2018 African Battery Metals plc Mining, metals & extraction African Battery announced a proposed capital reorganisation to reduce the number of ordinary shares in issue by a factor of 100 to attract new institutional investors and increase market liquidity by reducing volatility.
1 August 2018 EPE Special Opportunities plc Investment EPE announced that it proposes to migrate the company's jurisdiction of incorporation from the Isle of Man to Bermuda. EPE will cancel its ordinary shares trading on AIM.

Returns of value to shareholders

Announcement date Company Industry sector Key information
30 August 2018 Hays plc Professional services Hays announced a special dividend of £72.9 million, equivalent to 5.00 pence per share. This is in addition to the final dividend of 2.75 pence per share (£40.1 million), and will be paid on 16 November 2018.
29 August 2017 Micro Focus International plc Computing & IT Micro Focus announced a share buy-back programme with an initial tranche of up to $200 million. The share buy-back will be effected in accordance with the terms of the authority granted by shareholders at the 2017 AGM. Any ordinary shares of the company purchased will be held in treasury.
24 August 2017 Shire plc Pharmaceuticals & biotechnology Shire announced announced the commencement of a series of cash tender offers to purchase up to $2,250,000,000 aggregate of Baxalta’s outstanding senior notes (its wholly-owned subsidiary).
The tender offers are subject to certain conditions including the closing of, and receipt by Shire of the cash proceeds from, the sale of Shire’s Oncology business.
15 August 2018 Admiral Group plc Financial services Admiral announced a special dividend of 19.2 pence per share. The dividend will be paid on 5 October 2018. The ex-dividend date is 6 September 2018 and the record date is 7  September 2018.
8 August 2018 PageGroup plc Professional services PageGroup announced a special dividend of 2.73 pence per share, totalling £40.6 million.The special dividend will be paid at the same time as the interim dividend on 10 October 2018 to shareholders on the register as at 7 September 2018.
8 August 2018 Quilter plc Financial services Quilter announced a special interim dividend of 12.0 pence per share returning the surplus proceeds from the sale of the Single Strategy business. The special interim dividend will be paid on 21 September 2018 to shareholders on the UK and South African share registers on 24 August 2018.
1 August 2018 Rio Tinto plc Mining, metals & extraction Rio Tinto and Rio Tinto Limited announced a US$1.0 billion share buy-back programme of Rio Tinto‘s ordinary shares of 10 pence each. The share buy-back was an addition to the on-market buy-back programmes of Rio Tinto’s shares announced on 21 September 2017 and 7 February 2018 of which US$1.75 billion (in aggregate) has been completed.

Reverse takeovers

Announcement date Company Industry sector Key information
31 August 2018 Kin Group plc acquisition of bidstack Limited Computing & IT Kin Group announced a proposed all share acquisition of bidstack Limited for £6.8 million. Kin has conditionally raised approximately £3.5 million by way of a placing by Peterhouse Capital in order to provide working capital to finance the growth of the Enlarged Group.  bidstack shareholders have conditionally agreed to sell 12,820,245 consideration shares by way of a vendor placing.
The proposed acquisition is a reverse takeover under Rule 14 of the AIM Rules.
17 August 2018 Shearwater Group plc acquisition of Brookcourt Solutions Limited Computing & IT Shearwater announced that it entered into a conditional agreement to acquire the entire issued share capital of Brookcourt Solutions Limited, a leading independent UK-based cyber security solutions company, for total consideration of £30.3 million.The proposed acquisition would constitute a reverse takeover under rule 14 of the AIM Rules.
2 August 2018 Applegreen plc acquisition of Welcome Break Holdings Limited Retail & wholesale trade Applegreen announced that it entered into an agreement to acquire NIBC European Fund 1 C.V, 55.02% holding in Welcome Break by the acquisition of shares in Appia Group Limited and unsecured subordinated Eurobond fixed rate notes issued by Appia Europe Limited (a wholly owned subsidiary of Appia Group Limited) for a cash consideration of approximately €361.8 million.The transaction constitutes a reverse takeover of the Company under the ESM Rules for Companies and the AIM Rules.

Secondary offers

Announcement date Issuer Industry sector Key information
28 August 2018 Chaarat Gold Holdings Limited Mining, metals & extraction Chaarat Gold Holdings announced a fundraising to raise approximately $100 million.
28 August 2018 IG Design Group plc Consumer products IG announced a placing to raise up to £50 million through the issuance of 9,804,00 new shares of 5 pence each at 510 pence per placing share. The placing is expected to occur on or around 31 August 2018.
17 August 2018 Shearwater Group plc Computing & IT Shearwater Group announced a proposed placing and open offer. The proposed placing is estimated to raise gross proceeds of approximately £25 million-£30 million and the open offer is estimated to raise up to £1 million. The placing and open offer are in relation to Shearwater Group’s acquisition of Brookcourt Solutions Limited.
15 August 2018 Arena Events Group plc Travel, hospitality, leisure & tourism Arena Events announced a placing to raise up to £20 million. 33,333,334 new ordinary shares will be issued, at a price of 60 pence per share. The net proceeds of the placing will be used to fund the initial consideration of the business and assets of Stuarts Rentals and the entire issued share capital of TGP.
6 August 2018 Victoria plc Construction Victoria has announced a placing of 7,314,626 shares at a price of 827 pence per share to raise proceeds of approximately £60.5 million. The placing is being conducted through an accelerated bookbuild process. Admission is expected in late August.
1 August 2018 Vitesse Media plc Media & telecommunications Vitesse Media announced a conditional placing, to raise up to £22.5 million in gross proceeds. The placing will be conducted through an accelerated bookbuild, It is expected that 28,125,000 shares will be issued as part of the placing. Admission is expected on 17 August 2018.

Takeovers

Announcement date Deal Industry sector Key information
16 August 2018 Cambian Group plc offer by Caretech Holdings plc Healthcare CareTech announced that it made a recommended cash and share offer for the entire issued and to be issued share capital of Cambian structured by way of a scheme of arrangement. The offer value on a fully diluted basis is approximately £372 million and approximately £289 million on an enterprise value basis.Cambian shareholders are also offered a full cash alternative of 190 pence per each Cambian share. Under the terms of the full cash alternative, the offer value on a fully diluted basis would be approximately £354 million and approximately £271 million on an enterprise value basis.
The firm offer follows from the possible offer made by CareTech on 10 July 2018.
16 August 2018 Abzena plc offer by WCAS XII-Astro, L.P. Pharmaceuticals & biotechnology Abzena announced that it received a recommended cash offer from WCAS, wholly owned subsidiary Astro Bidco Limited, for the entire issued and to be issued share capital of Abzena by way of a scheme of arrangement. The offer value is £34.4 million.
14 August 2018 esure Group plc offer by Bain Capital Private Equity, LP Financial services esure announced it reached an agreement on a recommended cash offer from Bain Capital for the entire issued and to be issued share capital of esure by way of a scheme of arrangement. The offer will be made through Blue (BC) Bidco Limited a wholly owned subsidiary funds advised by Bain Capital Private Equity, LP and its affiliates.The offer value is £1.2 billion.
The firm offer comes a day after the announcement of the possible offer made by Bain for esure on 13 August 2018.
13 August 2018 esure Group plc possible offer by Bain Capital Private Equity, LP Financial services esure announced it received a possible cash offer for its entire issued and to be issued share capital by Bain Capital. The board of esure are minded to recommend the firm offer if made by Bain Capital at the price set in the possible offer. The value of consideration is 280 pence in cash per each esure share.The PUSU deadline is on 10 September 2018.
9 August 2018 Vernalis plc offer by Ligand Pharmaceuticals Incorporated Pharmaceutical & biotechnology Ligand announced through its wholly owned subsidiary Ligand Holdings UK Limited, a recommended cash offer for the entire issued and to be issued share capital of Vernalis. The offer is valued at £32.67 million.The firm offer follows from Vernalis’ formal sale process announced on 15 March 2018.
7 August 2018 Harvey Nash Group plc offer by DBAY Advisors Limited Professional services DBAY announced a recommended cash-offer for the entire issued and to be issued share capital of Harvey Nash structured by way of a scheme of arrangement. The offer value is £98.7 million.The offer will be made through The Power Talent Group Limited, a newly incorporated company indirectly owned and controlled by the investment funds managed by DBAY.
3 August 2018 John Laing Infrastructure Fund Limited offer by Dalmore Capital Limited and Equitix Investment Management Limited Financial services John Laing announced that it received a recommended cash offer from funds managed by Dalmore Capital Limited and funds managed by Equitix Investment Management Limited through a jointly owned company Jura Acquisition Limited, for the entire issued and to be issued share capital of John Laing. The recommended offer is structured by way of a scheme of arrangement.The offer value is £1.45 billion.
The firm offer follows from the possible offer announced on 16 July 2018. See deal summary: John Laing Infrastructure Fund Limited possible offer by Dalmore Capital Limited and Equitix Investment Management Limited
3 August 2018 Action Hotels plc offer by Action Group Holdings Co (KSCC) Travel, leisure, hospitality & tourism Action Group announced that its wholly owned subsidiary Action Real Estate Company (KSCC), made a recommended cash offer of £35.43 million for the entire issued and to be issued share capital of Action Hotels. The offer will be structured by way of a scheme of arrangement pursuant to Article 125 of the Jersey Companies Law.The firm offer progressed from the possible offer announced by Action Group on 29 June 2018. See deal summary: Action Hotels plc possible offer by Action Group Holdings Co (KSCC) (firm offer announced).
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