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In January 2023, there were three Rule 2.7 announcements made across the UK public M&A market and a further two possible offers announced.

Firm Offers announced this month:

  • Recommended cash and share offer by Young & Co.'s Brewery, PLC for The City Pub Group plc - £162 million
  • Recommended cash offer by Mars, Incorporated for Hotel Chocolat Group plc - £534 million – unlisted securities alternative
  • Recommended cash offer by H.I.G. European Capital Partners LLP for DX (Group) plc - £314.8 million – public to private
  • Recommended cash offer by Management team for Rotala plc - £23.5 million – public to private
  • Recommended share offer by Molten Ventures plc for Forward Partners Group plc - £41.4 million
  • Tender offer by Concert party for Holders Technology plc - £970,000 – public to private

Possible Offers announced this month:

  • Strategic review announced by Equals Group plc
  • Possible offer by Picton Property Income Limited for UK Commercial Property REIT Limited (withdrawn)
  • Possible offer by Aurelius Investment Advisory Ltd for musicMagpie plc (withdrawn)
  • Possible offer by BT Group plc for musicMagpie plc (withdrawn)
  • Possible offer by Lightrock LLP and Carbon Direct Capital Management LLC for Velocys plc - £4.1 million – cash consideration
  • Possible offer by Harland & Wolff Group Holdings plc for Isles of Scilly Steamship Company Limited - £4.6 million – cash consideration
  • Strategic review including formal sale process announced by abrdn European Logistics Income plc

Firm Offers breakdown this month:

Year to date breakdown:


November 2023 Updates:

Review of investment screening regime in National Security & Investment Act

The government has published a Call for Evidence on the scope and implementation of the UK’s National Security and Investment (NSI) regime, which governs screening of transactions on national security grounds for both foreign and UK investors.

The National Security and Investment Act 2021 introduced a new framework for the review of transactions and investments on national security grounds in the UK with effect from 4 January 2022. Since entering into force, the UK has seen significantly more filings than many other foreign direct investment (FDI) regimes and concerns have been raised by investors and advisors that the regime places disproportionate burdens on companies and investors and operates without sufficient transparency.

The government is inviting comments on the operation of the regime to date, with the stated aim of making it “as pro-business and pro-investment as possible”.

The Call for Evidence makes clear that the government is not currently considering any changes to primary legislation, such as changing the shareholding thresholds for mandatory notification. However, it asks for views on various proposals, including:

  • introducing targeted exemptions from the mandatory notification obligation, for example group reorganisations;
  • clarifying and refining the definitions of specified activities in a number of the sensitive sectors;
  • expanding and updating the guidance for investors; and
  • improving transparency in the decision-making process.

The deadline for responses to the Call for Evidence is 15 January 2024. The government has indicated that it may subsequently undertake more detailed consultation on specific measures or proposed legislative changes, depending on the responses received.
For further information on the Call for Evidence, see our Competition Notes blog post.

November 2023 Insights:

Public M&A deal activity this November has more than doubled compared to the same period in 2022, with six firm offers and seven possible offers announced. This follows a busy October during which 10 firm offers were announced. The number of firm offers in November is not quite as high as this, but it does demonstrate that public M&A deal activity has picked up once more a year after its decline. Deal making was hindered by rising interest rates, high inflation and geopolitical uncertainty, but bidders have now adapted to these conditions and are continuing to take advantage of the emerging opportunities and the low valuations seen in the market.

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As a result of the high interest rates and inflationary pressures seen throughout 2023, the financing arrangements used by bidders have changed compared to 2022. Given this macroeconomic environment, it is unsurprising that the number of bids which featured an element of debt financing have decreased. Conversely, the number of bids which involved an equity subscription to the bidco have almost doubled compared to 2023, and shareholder loans have been included on three times as many offers. If interest rates begin to fall as forecast, it will be interesting to see if the popularity of debt financing increases again

Key contacts

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Mark Bardell

Partner, London

Mark Bardell
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Robert Moore

Partner, London

Robert Moore
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Antonia Kirkby

Professional Support Consultant, London

Antonia Kirkby
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Stephen Wilkinson

Partner, London

Stephen Wilkinson

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