Market Tracker weekly round-up—1 March 2019

Weekly round-up of the latest corporate announcements, including a possible offer by Flacks Group LLC for Ashley (Laura) Holdings plc, an IPO by US Solar Fund plc, a delisting by BASF SE, a capital reduction by Brewin Dolphin Holdings plc, returns of value by International Consolidated Airlines Group S.A, Howden Joinery Group plc, Croda International plc, Rio Tinto plc, Taylor Wimpey plc, Jupiter Fund Management plc and WPP plc, joint ventures between Ocado Group plc and Marks and Spencer Group plc, Sirius Real Estate Limited and AXA Investment Managers - Real Assets, a reverse takeover by Spinnaker Opportunities plc, a Class 1 transaction by Ocado Group plc, a demerger by Non-Standard Finance plc, a reverse takeover by RockRose Energy plc and 29 AGM notices.

The weekly round-up covers all deals announced within our statement of scope until 12 noon on the Friday of the previous week. Any deals announced after this time will be included in the following day's round-up.

All transactions covered in this update are available on the Market Tracker deal analysis tool containing over 4,800 public company deal summaries.

The Market Tracker trend report on Trends in UK public M&A deals in 2018 is now available. For other trend reports and analysis see our Trend Reports subtopic. The Market Tracker weekly bulletin looks in more detail at the latest transaction developments, mini trends and analysis of corporate deal documents. For trend reports and other analysis see our Trend Reports subtopic.

New deals (and AGMs) announced:

AGMs

Announcement dateCompanyIndustry sectorKey information
1 March 2019Coats Group plcEngineering & manufacturingCoats Group has announced that its 2019 AGM will be held on 23 May 2019.
1 March 2019Glencore plcMining, Metals & ExtractionGlencore has announced that its 2019 AGM will be held on 9 May 2019.
1 March 2019Jupiter Fund Management plcFinancial ServicesJupiter Fund Management has announced its end of year results. Its 2019 AGM will be held on 15 May 2019.
1 March 2019Man Group plcFinancial ServicesMan Group has announced that its 2019 AGM will be held on 10 May 2019.
28 February 2019InterContinental Hotels Group plcTravel, Hospitality, Leisure & TourismInterContinental Hotels Group has announcedthat its 2019 AGM will be held on 3 May 2019.
28 February 2019Mondi plcAgriculture & ForestryMondi has announced that its 2019 AGM will be held on 9 May 2019.
28 February 2019Rentokil Initial plcProfessional ServicesRentokil Initial has announced that its 2019 AGM will be held on 8 May 2019.
28 February 2019British American Tobacco plcConsumer ProductsBritish American Tobacco has announced that its 2019 AGM will be held on 25 April 2019.
28 February 2019CRH plcConstructionCRH has announced that its 2019 AGM will be held on 25 April 2019.
28 February 2019Evraz plcMining, Metals & ExtractionEvraz has announced that its 2019 AGM will be held on 11 June 2019.
28 February 2019Hastings Group Holdings plcFinancial ServicesHastings Group Holdings has announced that its 2019 AGM will be held on 23 May 2019.
28 February 2019Inchcape plcRetail & Wholesale TradeInchcape has announced that its 2019 AGM will be held on 23 May 2019.
28 February 2019National Express Group plcTravel, Hospitality, Leisure & TourismNational Express Group has announced that its 2019 AGM will be held on 9 May 2019.
28 February 2019Rolls-Royce Holdings plcAerospace & DefenceRolls-Royce Holdings has announced that its 2019 AGM will be held on 2 May 2019.
28 February 2019Tullow Oil plcOil & GasTullow Oil has announced that its 2019 AGM will be held on 25 April 2019.
27 February 2019Nichols plcFood & BeveragesNichols has announced that its 2019 AGM will be held on 1 May 2019.
27 February 2019St. James's Place plcFinancial ServicesSt. James's Place has announced that its 2019 AGM will be held on 14 May 2019.
27 February 2019Taylor Wimpey plcConstructionTaylor Wimpey has announced that its 2019 AGM will be held on 25 April 2019.
27 February 2019Unite Group plcPropertyUnite Group has announced that its 2019 AGM will be held on 9 May 2019.
26 February 2019Direct Line Insurance Group plcFinancial ServicesDirect Line Insurance Group has announcedthat its 2019 AGM will be held on 9 May 2019.
26 February 2019Fisher (James) & Sons plcTransportFisher (James) & Sons has announced that its 2019 AGM will be held on 10 May 2019.
26 February 2019St. Modwen Properties plcInvestmentSt. Modwen Properties has announced that its 2019 AGM will be held on 29 March 2019.
26 February 2019Derwent London plcInvestmentDerwent London has announced that its 2019 AGM will be held on 17 May 2019.
26 February 2019Meggitt plcAerospace & DefenceMeggit has announced that its 2019 AGM will be held on 25 April 2019.
26 February 2019Standard Chartered plcBanking & FinanceStandard Chartered has announced that its 2019 AGM will be held on 9 May 2019.
26 February 2019Travis Perkins plcRetail & Wholesale TradeTravis Perkins has announced that its 2019 AGM will be held on 8 May 2019.
25 February 2019Bunzl plcProfessional ServicesBunzl has announced that its 2019 AGM will be held on 17 April 2019.
25 February 2019Centamin plcMining, Metals & ExtractionCentamin has announced that its 2019 AGM will be held on 8 April 2019.
21 February 2019Beazley plcFinancial ServicesBeazley has announced that its 2019 AGM will be held on 21 March 2019.

Capital reorganisations

Announcement dateCompanyIndustry sectorKey information
28 February 2019Brewin Dolphin Holdings plcFinancial ServicesBrewin Dolphin Holdings announced it received an order from the High Court confirming the proposed capital reduction announced on 1 February 2019, which was described in the AGM notice and approved by shareholders.

Demergers

Announcement dateCompanyIndustry sectorKey information
22 February 2019Non-Standard Finance plcFinancial ServicesNon-Standard Finance (NSF) has announced that it intends to complete a demerger of its home credit business, Loans at Home, in connection with its firm offer to acquire the entire issued share capital of Provident Financial plc.
It is planned that Loans at Home will be admitted to trading either on AIM or the Main Market (with a standard listing). 
It is expected that the demerger will take place simultaneously with, or very shortly following, completion of the acquisition, thereby allowing Provident Shareholders who participate in the transaction, as well as existing NSF Shareholders, to receive shares in the newly-listed Loans at Home.
The demerger is intended to assist with the CMA competition approval process. As the demerger remains subject to review by the CMA, NSF reserves the right to change its strategic plans with respect to Loans at Home including (without limitation) the timing of the demerger.

Delistings

Announcement dateDelisting companyIndustry sectorKey information
28 February 2019BASF SEChemicalsBASF announced that the company’s directors have approved the application for cancellation of the company’s shares on the London Stock Exchange’s Main Market.
The company has decided to apply for the voluntary delisting of its shares as the volume of trading in its shares on the exchange is low and does not justify the costs related to the secondary listing of the shares.
The cancellation of the shares on the exchange is expected to take effect on 29 March 2019.

IPOs

Announcement dateIssuerIndustry sectorKey information
26 February 2019US Solar Fund plcInvestmentUS Solar Fund announced an intention to float on the Main Market. The company intends to raise £189 million, by way of an initial placing and an offer for subscription of ordinary shares.
The company’s prospectus is expected to be published in due course.
Admission is expected on or around 20 March 2019.

Joint ventures

Announcement dateDealIndustry sectorKey information
1 March 2019Sirius Real Estate Limited and AXA Investment Managers - Real AssetsInvestment
Property
Sirius Real Estate, the leading operator of branded business parks providing conventional space and flexible workspace in Germany, has announced that it has formed a real estate investment joint venture with clients represented by AXA Investment Managers - Real Assets in which AXA IM - Real Assets, acting on behalf of its clients, will own a 65% interest and Sirius will own the balance of 35%. The JV will be called Titanium.
27 February 2019Ocado Group plc and Marks and Spencer Group plcRetail
Food & Beverages
Ocado has announced the creation of a new 50/50 joint venture with Marks and Spencer Group plc (M&S) that will transform online grocery shopping in the UK.
The joint venture will comprise Ocado's UK grocery retail business, supported by a new partnership for solutions services underpinned by Ocado Smart Platform and the provision of branding and sourcing from M&S. M&S has agreed to pay Ocado £750m (including deferred consideration) for a 50% share of the new JV with Ocado retaining 50% ownership.

LR/AIM Rules transactions

Announcement dateCompanyIndustry sectorKey information
27 February 2019Ocado Group plcRetail & Wholesale TradeOcado Group announced a Class 1 transaction under the Listing Rules.

Returns of value to shareholders

Announcement dateCompanyIndustry sectorKey information
1 March 2019Jupiter Fund Management plcFinancial ServicesJupiter Fund Management announced that it has declared a full-year ordinary dividend for the year of 9.2p per share. Due to the current high level of political and regulatory uncertainty, the board has decided to retain 10% of earnings, declaring a special dividend of 11.4p per share.
1 March 2019WPP plcMedia & telecommunicationsWPP announced that dividends paid in respect of 2018 will total approximately £753 million for the year. Funds returned to shareholders in 2018 totalled £955 million, including share buy-backs.
In 2018, 16.6 million shares, or 1.3% of the issued share capital, were purchased at a cost of £207 million.
28 February 2019International Consolidated Airlines Group S.ATravel, Hospitality & LeisureInternational Consolidated Airlines Group announced that it carried out a second share buyback programme as part of the corporate finance strategy to return cash to shareholders while reinvesting in the business and managing leverage. The programme total was £427.52 million (€500 million) and it acquired 65,956,660 ordinary shares, which were subsequently cancelled. International Consolidated Airlines Group also is proposing a special dividend of 29.93 pence (35 Euros Cents) per share returning approximately £598.52 million (€700 million) to shareholders. The special dividends will be paid on 8 July 2019 to shareholders.
28 February 2019Howden Joinery Group plcEngineering & ManufacturingHowden Joinery Group announced that the board intends to complete the remaining £30m of the £60m 2018 share buyback programme and return a further £50m to shareholders through another share purchase programme, over the next two years.
26 February 2019Croda International plcChemicalsCroda International has announced a special dividend of 115 pence per share. This will return £150 million to shareholders. As the company’s cash generation has strengthened, the company will also pay an increased final dividend of 87 pence per share.
27 February 2019Rio Tinto plcMining, Metals & ExtractionRio Tinto has announced a special dividend of $4 billion (approximately £3 billion), equivalent to 243 US cents per share (approximately 182 pence per share). This is in addition to a final dividend of $5.3 billion (approximately £3.9 billion).Both the final dividend and the special dividend will be paid on 18 April 2019 to shareholders on the register at the close of business on 8 March 2019.
27 February 2019Taylor Wimpey plcConstructionTaylor Wimpey has announced a special dividend of £350 million, equivalent to 10.7 pence per share. Subject to shareholder approval, the special dividend will be paid on 12 July 2019 to all shareholders on the register at the close of business on 7 June 2019.

Reverse takeovers

Announcement dateCompanyIndustry sectorKey information
27 February 2019Spinnaker Opportunities plc acquisition of Kanabo Research LimitedInvestmentSpinnaker Opportunities announced that it has entered into a non-binding heads of terms to acquire the entire issued share capital of Kanabo Research. The acquisition if completed would constitute a reverse takeover under the Listing Rules.
25 February 2019RockRose Energy plc acquisition of Marathon Oil Corporation subsidiariesOil & GasRockRose Energy announced it has entered into an SPA to acquire 100% of Marathon Oil U.K. and 100% of Marathon West of Shetland for £107.05 million ($140 million). Both are subsidiaries of Marathon Oil.The acquisition will constitute a reverse takeover under the Listing Rules.

Takeovers

Announcement dateDealIndustry sectorKey information
25 February 2019Ashley (Laura) Holdings plc possible offer by Flacks Group LLCRetail & Wholesale TradeFlacks Group announced a possible cash offer for the entire issued and to be issued share capital of Ashley (Laura) Holdings. The possible offer is valued at £20 million with a consideration of 2.748 pence.The PUSU deadline is 25 March 2019.

 

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