UK Public M&A: The Month in a Minute (September 2026)
Client Alert | October 9, 2026
Fire drill – Vesuvius is smoking! 80 Mile plc exclusion zone. Bodycote protection wanted.
KEY TAKEAWAYS
- Molten metal specialist Vesuvius plc is in advance talks regarding a potential cash and share offer from fellow FTSE 250 constituent RHI Magnesita N.V.
- Peel Holdings Group Limited’s offer for Harworth Group plc went from hostile to mandatory, to recommended, best and final, to unconditional.
- Pollen Street is assessing its strategic options, including being taken private, and interest in oil and gas targets continues with 80 Mile plc agreeing indicative terms with Greenland Energy.
| 6
(+50% vs. September 2025 firm offers) Firm Offers Announced |
39.67%
(+2.27% vs. 2025 average) Avg. Bid Premium |
| £4.21B
(-£16.72 billion vs. September 2026) Total Deal Value |
£654.5M
(+£22.80 million vs. September 2026) Median Deal Size |
| Bodycote plc | Deal Size: £1.64B |
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Bidders: Veritas Capital September erupted into action with three bids on the first day, including the recommended £1.64 billion cash offer by Veritas Capital for FTSE 250 member Bodycote plc. Rival suitor CVC subsequently confirming it did not intend to raise the temperature further with a formal counter bid. |
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| Capricorn Energy plc | Deal Size: £330M |
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Bidders: Genel Energy plc Capricorn Energy plc proved too hot to handle for DNO ASA DNO’s recommended £294 million cash offer for Capricorn on 1 September getting smoked by a revised recommended £330 million cash offer from Phoenix like original bidder Genel Energy plc on 25 September. |
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| Gamma Communications plc | Deal Size: £1.015B |
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Bidders: Epiris LLP Gamma Communications plc’s private sale process fired interest with Epiris LLP announcing a recommended £1.015 billion cash offer (also on 1 September). Waterland Private Equity putting a damper on speculation of a rival bid by ruling itself out on 1 October. |
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| Spire Healthcare Group plc | Deal Size: £1.02B |
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Bidders: Toscafund, THCP Advisory and Ares The strategic review of FTSE 250 Spire Healthcare Group plc may have seemed a slow burner at times, but it definitely didn’t crater. A consortium of Toscafund, THCP Advisory and Ares announcing a recommended £1.02 billion cash offer on 5 September. |
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| Eleco plc | Deal Size: £207M |
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Bidders: Accel-KKR Meanwhile Accel-KKR have planned ahead for when the dust has settled with a recommended cash offer on 10 September for construction software provider Eleco plc, measuring approx. £207 million on the Richter scale. |
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SEPTEMBER AT A GLANCE
Offers Announced: Firm offers tick up to 6 in September 2026, 50% ahead of September 2025, with possible offers more than tripling to 7.
As at 01 October 2026.
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Offers by Sector (YTD): SEGRO, Harworth and easyJet lift real estate to 4 and put travel and leisure on the board, with financial and oil, gas and chemicals still tied at the top.
As at 01 October 2026.
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Bid Premia As at 01 October 2026. |
Financial Advisor Fees (% deal value) As at 01 October 2026. |
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Public M&A
WHAT’S HAPPENED: SEPTEMBER 2026
Ticket resales an issue for aspiring Tosca concert party goer
12 months ago, Spire Health Care Group plc went into an offer period when it disclosed the appointment of advisers to explore a range of potential options, including a possible sale. Fast forward to 5 September 2026 and a standing ovation was in order when it announced a recommended cash offer, with an unlisted security alternative, from a consortium comprising Toscafund Asset Management, THCP Advisory and Ares. The offer valuing Spire at just over £1 billion (approx. £1,026.5 million).
It has been quite a journey. In fact, fittingly, a journey of 3 parts. Act 1: the named potential bidders, Bridgepoint and Triton bring hope. Act 2: a darkening mood as, faced with a decision, they both flee – Spire’s share price is left betrayed. Act 3: the major shareholder, there all along, emerges from the shadows, wins admirers and after multiple encores (PUSU extensions), finally triumphs. But, just as the curtain falls, the final twist, a Panel statement….
Four days after the consortium’s 2.7 announcement, Bridgemere Securities Limited, a concert party of the consortium bid vehicle (and named as such in the 2.7 announcement), disclosed its sale of approximately 5.57% of Spire’s shares at 245 pence per share (versus an offer price of 250 pence). However, contrary to Rule 4.2(a) of the Code, Bridgemere had not obtained the Panel’s consent for the sale, nor had it given 24 hours’ public notice that such a sale might be made. The Panel confirmed that, as result of the sale, the restrictions set out in Rule 4.2(c) apply to the consortium bid vehicle (i.e., that it cannot revise its offer, other than in exceptional circumstances and with the Panel’s consent, and neither it nor any concert party can purchase any Spire shares).
The show definitely still goes on, but a reminder that it is not just the acquisition of shares by concert parties (and the potential price or mandatory offer consequences) which bidders need to be mindful of.
Walk the plank! Target board – overboard!
On 11 September, Union Jack Oil plc published a circular recommending that its shareholders reject the all-share bid announced by fellow AIM constituent, Reabold Resources plc. On its face, nothing too unusual. Except the offer had previously been recommended and, in the intervening period, the Union Jack Oil board and its Rule 3 advisers had been replaced.
Activist shareholders have been busy this year, influencing bid prices and timetables, successfully acquiring blocking stakes and launching hostile offers (in the case of Peel Holdings Group, successfully). In this instance, Reabold’s misfortune was that its approach was shortly before Union Jack Oil’s proposed AGM and Union Jack Oil was already battling both a boardroom split and a shareholder requested resolution to reappoint one of the activist shareholders as a director. Union Jack Oil took the unusual step of adjourning its AGM to avoid the board being replaced, allow Reabold to formally announce its offer and allow shareholders the opportunity to consider Reabold’s offer. This only postponed the inevitable. The activist shareholders requisitioned a shareholder meeting instead, removed the board and appointed themselves as directors.
It is not a tactic for all situations. You might install on the board someone who has the same views as you on an unwelcome bid but, even if successful in defending against it, that person then has to run the company. It clearly helps if, as was the case here, the new directors are the activist shareholders themselves (and have previously been directors of the target). Instead, what may be interesting to observe is whether another of the tactics employed by the Union Jack Oil shareholders is adopted again in the future. That of sending a letter of intent to the target board. Not a letter of intent in support of the offer but a letter of intent to reject the bid, complete with reasoned arguments, details of which are then required to be published.
It may not be renewable energy – but it is a recycled Scheme!
At the start of August, Norwegian oil and gas operator DNO ASA made an indicative approach to Genel Energy plc. By the end of August, that approach had been timed out under the PUSU regime (DNO walking away on 4 September). In between times, DNO announced (on 1 September) a surprise recommended £292 million cash offer for Capricorn Energy plc. Surprise, because not only was Capricorn at the time subject to a recommended cash offer (£271 million) from none other than Genel Energy, but the Capricorn shareholder meetings had been held on 18 August and already approved the scheme of arrangement with Genel Energy.
Genel Energy’s offer for Capricorn did not automatically lapse as a result of DNO’s superior bid, but given that the Capricorn directors intended to recommend the DNO offer, they clarified that they “did not currently intend to ask the Court to sanction the Genel Energy Scheme” (although this subsequently turned out to be quite prophetic).
Capricorn published a Scheme document for the DNO offer on 21 September with the shareholder meetings scheduled for 16 October. However, those will now be adjourned and likely never happen as, on 25 September, Genel Energy re-emerged as a boomerang bidder and announced a revised recommended £330 million cash offer.
It was always going to be interesting to see exactly how Genel Energy implemented its revised offer. It certainly signalled that it would look to amend the existing Scheme (already approved by Capricorn shareholders), rather than Capricorn publish a new (third!) Scheme. The main question being whether there would be a further shareholder vote or not. On 2 October the parties confirmed (appropriate advice no doubt having been taken) that further shareholder meetings are not required.
The closing note, perhaps being that from DNO. DNO may be a DNF on both bids as a result of Genel Energy but still stated in its final offer announcement that “DNO values its ongoing relationship with Genel…. and wishes it every bit of luck”.
LOOKING AHEAD
Tribal vote
If there is a major shareholder (+25%) who could block a Scheme or a resolution to delist, what to do? Purchase the assets?
This may or may not have been why AIM-listed education software provider Tribal Group plc agreed to sell its entire business to Main Capital Partners. Either way, Tribal’s largest shareholder Jenzabar, Inc. (with a 26.19% holding) would appear to be firmly outside the tent. Ironically, potentially in part because Tribal did not believe (at least at the outset) that a rival takeover approach by SilverTree Equity Partners had Jenzabar’s support.
Tribal announced the proposed sale to Main for £189.3 million on 11 September. It disclosed it had explored a range of strategic options which included an approach from SilverTree (rejected due to, among other things, a lack of visibility on funding and potential need for CMA approval). The sale is conditional on Tribal shareholder approval, required by both Rule 15 of the AIM Rules, for a fundamental change of business, and Rule 21.1 of the Code (Restrictions on Actions by the Board of the Offeree Company) as it is a disposal of assets of a material amount. And at the time Main had irrevocable undertakings and LOIs in respect of 44.2%, but with the institutional shareholder undertakings falling away if a rival offer was made above a certain price.
On 27 September, Main and Tribal announced an agreed increased purchase price of £231 million, allied with “hard” irrevocable undertakings in respect of 52.7% (i.e., that don’t lapse if there is a superior competing offer).
With the Tribal shareholder meeting scheduled for 2 October, this should have ensured that the required resolution was passed. However, on 29 September Jenzabar announced that it is considering a possible cash offer at a premium of approx. 5.7% to the proposed sale and calling on the Tribal board to adjourn the general meeting. The Tribal board responded that the sale is in the best interests of Tribal and its shareholders as a whole, that it is contractually obliged to hold the general meeting and unanimously recommending shareholders to vote to approve the sale to Mian.
Except that the 2 October general meeting was then adjourned. Not because of Jenzabar’s intervention. But on the back of legal advice concerning the convening of the general meeting. A new general meeting has been convened for 26 October. A date which, for some, presumably can’t come soon enough.
P2P FINANCING
September was busy in the European financing markets, with a visibly strong M&A pipeline and most new supply absorbed by the term loan B market. Jumbo deals led the way: Banks lined up investor demand to cover the roughly $49 billion transatlantic debt package backing Paramount Skydance’s takeover of Warner Bros Discovery, while Intertek fast-tracked a £3.565 billion triple-currency TLB priced tightly at E+275 bps on the euro tranche and S+250 bps on the dollars. Pricing continued to fall with average senior spreads on debt-financed UK takeover bids falling to about 341 bps, down from 403 bps in 2025 and 504 bps in 2024. Such was the lure of the broadly syndicated markets that, prior to September, only one of the year’s sponsor-backed offers for a UK public company had turned to private credit at the bid stage.
One of September’s largest bids ran against that tide. Toscafund and Ares’ offer for Spire Healthcare Group plc was funded by a bespoke private debt package anchored by Ares. It is built around an Ares-led first-out / last-out unitranche (£250 million on the first-out level with £195.5 million of last-out debt sitting behind it) and a £500 million bridge to a Propco financing, arranged by Nat West. Nat West, along with Barclays, also provides a £100 million super senior multicurrency revolver and the deal is rounded off with £250 million of subordinated PIK notes arranged by THCP Capital and Ares.
An all-sterling package of this size is unusual and the pricing reflects that. First-out pricing of 5.75% and last-out pricing of 8.50-10.00% sits well above median private credit levels of around 500 bps. The deal is also not cov-lite, with quarterly maintenance tests covering leverage, super senior leverage, capex caps and minimum liquidity.
However, looking past this, deep PIK toggles in the unitranche offer the borrower real cash flexibility. There is mandatory capitalisation on the last-out facility for year one, followed by an option to PIK up to 4.00% of the last-out margin. In addition, if and when the last-out tranche is discharged, the option arises to PIK up to 2.00% of the margin on the first out debt (subject to a 4.00% cash floor) and there is a full PIK election on the notes for two years. The documents also offer broad flexibility to incur additional debt and give the company wide discretion to reclassify basket usage so the overall covenant package is not restrictive.
Spire confirms that bidders for UK P2Ps retain genuine optionality across all financing markets; their choice is likely to turn on quantum and currency needs of the particular target, leverage and cash-flow flexibility rather than headline price alone.
Equity Capital Markets
September saw the long-awaited return of a large-cap IPO to London, with Airtel Money announcing its intention to float on the Main Market of the LSE. Follow-on activity was also strong, including acquisition-related raises by Softcat and Landsec, while Jet2 and Serica Energy announced “AIM to Main” step ups.
Airtel Money IPO
On 23 September, Airtel Mobile Commerce N.V. (“Airtel Money”), the mobile money business of FTSE 100-listed Airtel Africa plc, announced its intention to float in the ESCC category. On 1 October, Airtel Money set the offer price at 196p per ordinary share, implying a market capitalisation of c. £5.3 billion (c. US$7.0 billion), and published its prospectus. The all-secondary offering by existing shareholders has been set at 270,000,000 ordinary shares (10% of the issued shared capital of Airtel Money), with a greenshoe of 27,000,000 ordinary shares. There is no primary offering. Admission is expected to take place on 14 October. Gibson Dunn is acting as counsel to the underwriters.
Follow-on equity raises
Softcat plc raised c. £354 million (c. 9.5% of its issued share capital) at 1,890p to part-fund its c. US$1.05 billion acquisition of US IT solutions provider GDT. The raise comprised an overnight accelerated bookbuild, a RetailBook retail offer and a director subscription.
Land Securities Group plc raised c. £500 million (c. 11% of its issued share capital) on 1 October at 600p through an intraday accelerated bookbuild, a RetailBook retail offer and a CEO / CFO subscription. The proceeds will part-fund its £516 million acquisition of the Metrocentre shopping centre in Newcastle and the consolidation of its interests in its existing retail portfolio.
Other secondary offerings included Ferrexpo (c. US$100 million), Savannah Resources (at least US$30 million) and Tapir Holdings (c. £15 million).
AIM to Main Market step-ups
Jet2 announced on 3 September its intention to move from AIM to the ESCC category of the Main Market of the LSE before the end of its financial year (i.e., by 31 March 2027). Serica Energy announced on 28 September its intention to move from AIM to the ESCC category of the Main Market of the LSE and expects admission to occur before the end of October.
ABOUT THE UK PUBLIC M&A TEAM
Gibson Dunn’s London Public M&A team advises bidders, targets and financial advisers on UK takeover transactions. We publish this monthly tracker to share what we’re seeing in the market. If you’d like to discuss any of the trends covered here, we’d be glad to hear from you.
Key Contacts:
| Will McDonald Partner, London |
Chris Haynes Partner, London |
David Irvine Partner, London |
Kavita Davis Partner, London |
| James Addison Of Counsel, London |
Thomas Barker Of Counsel, London |
Joe Newitt Senior Counsel, London |
Lindsay Edkins Senior Counsel, London |
| Lauren Richardson Associate, London |
George Holman Associate, London |
Libby Sycamore Associate, London |
George Holman Associate, London |
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