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Having reviewed the relevant RNS announcements and having looked at the City Code on Takeovers and Mergers this evening, I'm confident that we (myself included) have been under a misapprehension about PHP's put-up-or-shut-up deadline. This is the position:

1. At 07:00 on 3 April 2025 PHP's offer of 9.08p and 0.3848 new PHP shares for each share in Assura (AGR) was announced.

2. At 14:45 on 7 April ASG announced that to facilitate their ongoing engagement with PHP they had requested, and the Takeover Panel had granted, an extension to PHP's put-up-or-shut-up deadline so PHP were required either to announce a firm intention to make an offer for AGR or that they didn't intend to make an offer by no later than 5pm today, 5 May 2025.

3. At 07:27 on 9 April the KKR/Stonepeak consortium's improved cash offer, unanimously recommended by AGR's board, of 48.56p per AGR share (net of AGR's dividend paid that day) was announced. This announcement said that it was intended to effect the takeover by means of a scheme of arrangement. The full terms and conditions of the consortium's proposed takeover must be published by 7 May 2025 or such later date as the consortium, AGR and the Takeover Panel may agree.

4. At 16:41 on 9 April PHP announced that it was considering its options ... and it would continue its engagement with AGR to explore a possible combination. We (including me) have overlooked the key text of this announcement concerning timing which said:

"A further announcement will be made as appropriate. ... In accordance with Section 4(c) of Appendix 7 of the Code, the Takeover Panel will announce the deadline by which PHP must clarify its intention in relation to Assura."

This statement reflects:

- rule 2.6(b) of the Takeover Code which says that the basic put-up-or-shut-up deadline rule, rule 2.6(a), doesn't apply, or ceases to apply, to a potential offeror (here, PHP) if another offeror (here, the consortium) subsequently announces prior to the relevant deadline a firm intention to make an offer; and

- section 4 of Appendix 7 of the Takeover Code where, as here, where the first offer (from the consortium) is proceeding by means of a scheme of arrangement.

Under section 4 of Appendix 7:

(1) Normally the Takeover Panel would require PHP to clarify its position by 5.00 pm on the seventh day before the date of the shareholder meetings for consideration of the consortium's scheme of arrangement but taking into account all relevant factors (including, inter alia, the time which PHP has had to consider its position), the Panel may permit PHP to clarify its position after the date of the shareholder meetings; and

(2) the Panel will announce the deadline by which PHP's clarification is required.

Accordingly, the key points are:

- on 9 April PHP ceased to be subject to a put-up-or-shut-up deadline; and

- it could be several weeks before the Takeover Panel announces the deadline by which PHP must clarify its intention

Having reviewed the relevant RNS announcements and having looked at the City Code on Takeovers and Mergers this evening, I'm confident that we (myself included) have been under a misapprehension about PHP's put-up-or-shut-up deadline. This is the position:

1. At 07:00 on 3 April 2025 PHP's offer of 9.08p and 0.3848 new PHP shares for each share in Assura (AGR) was announced.

2. At 14:45 on 7 April ASG announced that to facilitate their ongoing engagement with PHP they had requested, and the Takeover Panel had granted, an extension to PHP's put-up-or-shut-up deadline so PHP were required either to announce a firm intention to make an offer for AGR or that they didn't intend to make an offer by no later than 5pm today, 5 May 2025.

3. At 07:27 on 9 April the KKR/Stonepeak consortium's improved cash offer, unanimously recommended by AGR's board, of 48.56p per AGR share (net of AGR's dividend paid that day) was announced. This announcement said that it was intended to effect the takeover by means of a scheme of arrangement. The full terms and conditions of the consortium's proposed takeover must be published by 7 May 2025 or such later date as the consortium, AGR and the Takeover Panel may agree.

4. At 16:41 on 9 April PHP announced that it was considering its options ... and it would continue its engagement with AGR to explore a possible combination. We (including me) have overlooked the key text of this announcement concerning timing which said:

"A further announcement will be made as appropriate. ... In accordance with Section 4(c) of Appendix 7 of the Code, the Takeover Panel will announce the deadline by which PHP must clarify its intention in relation to Assura."

This statement reflects:

- rule 2.6(b) of the Takeover Code which says that the basic put-up-or-shut-up deadline rule, rule 2.6(a), doesn't apply, or ceases to apply, to a potential offeror (here, PHP) if another offeror (here, the consortium) subsequently announces prior to the relevant deadline a firm intention to make an offer; and

- section 4 of Appendix 7 of the Takeover Code where, as here, where the first offer (from the consortium) is proceeding by means of a scheme of arrangement.

Under section 4 of Appendix 7:

(1) Normally the Takeover Panel would require PHP to clarify its position by 5.00 pm on the seventh day before the date of the shareholder meetings for consideration of the consortium's scheme of arrangement but taking into account all relevant factors (including, inter alia, the time which PHP has had to consider its position), the Panel may permit PHP to clarify its position after the date of the shareholder meetings; and

(2) the Panel will announce the deadline by which PHP's clarification is required.

Accordingly, the key points are:

- on 9 April PHP ceased to be subject to a put-up-or-shut-up deadline; and

- it could be several weeks before the Takeover Panel announces the deadline by which PHP must clarify its intention

At 12:12 today I added this comment to the London and South East chat page for AGR:

"PHP's mixed shares and cash offer is 0.3848 new PHP shares and 9.08p in cash for each AGR share.

Moments ago the spread on PHP was 100.7 to 100.9. Taking PHP at 101, I calculate that their offer values aeach AGR share at 47.9448.

The KKR/Stonepeak consortium's all cash bid is 48.56p per share which the board has recommended.

Yesterday AGR closed at 48.56. Moments ago the spread was 48.58 to 48.62 but about 30 minutes ago it was better at 48.60 to 48.64. London and South East displays the most recent 60 trades but the information is delayed by 15 minutes. Since about 10:58 am today they've all been at a price no less than 48.56, for example:

- at 10:58:40 - purchase of 250,000 at 48.60

- at 11:02:41 - purchase of 19,681 at 48.62

- at 11:10:54 - purchase of 50,000 at 48.64

Unless the people buying at more than 48.56 are content to lose money, either they expect AGR shareholders to reject the KKR/Stonepeak bid or they expect PHP to improve their offer before their put-up-or-shut-up deadline at 5pm this coming Monday 5 May.

People who read my comments here at 11:36 on 9 April and 13:34 on 25 April will know that I sold my AGR at 47.5076 on 9 April and including the dividend of 0.84p per share received on 9 April my gain was 9% in just over 6 weeks. As I said in those comments:

- selling AGR produced cash to deploy elsewhere to try to make more money in the period from then until later in the AGR takeover process than if I continued to hold AGR; and

- the AGR bid situation might evolve in such a way that I'm tempted to buy back into AGR.

My guess is that PHP will increase their offer but having bought heavily into Bakkavor (BAKK) at an average of just over 177.58p (inclusive of transaction costs) on 23 April I have no spare cash and I expect BAKK to generate a better return than AGR between now and Monday 12 May.

BAKK has received a takeover approach from Greencore (GNC) whose put-up-or-shut-up deadline is 5 pm on Friday 9 May. Unless GNC pull out (and this is very, very unlikely) I expect a gain of just over 5% on my purchase price for BAKK. In addition, I've locked in a 4.8p dividend of 4.8p per BAKK share because they went ex-div on 24 April so including the dividend my anticiapted gain is just over 8% in under 3 weeks."

This is a corrected version of a comment which I added to the London and South East chat page for Assura (AGR) at 17:16 on 15 April:

"Since my comment here at 13:34 today, someone called "williamcooper104" has added comments to ADVFN's chat page for AMS at 14:05, 14:07 and 14:08 today which include what looks like a cut-and-paste of the online article which Green Street News published yesterday.

From 16:22 today until just before the close, people were paying between 48.50 and 48.54p for batches of between 2,761 and 25,839 AGR shares.

AGR closed at 48.50. This represents a discount of just 0.06p or about 0.1235% to the KKR/Stonepeak consortium's cash offer of 48.56 which the board has recommended.

It seems from williamcooper104's comments that the "Fresh offer being considered that could unseat KKR and Stonepeak" on which Green Street News reported would, as I suggested in my previous comment here, be a new, higher proposal from PHP rather than an approach from a new bidder altogether."

My previous comment on the London and South East chat page for AGR at 13:34 on 25 April said:

"According to a comment at 22:09 yesterday from someone called "george stobart" on ADVFN's chat page for AMS, "Green Street just reported that a new competing bid for Assura above KKR's is incoming".

Green Street News published an article online at 16:20 yesterday but it's subscription only so I can see only the headline "New twist in battle for £1.6bn+ Assura" and a line of text which says "Fresh offer being considered that could unseat KKR and Stonepeak".

PHP's mixed shares and cash offer is 0.3848 new PHP shares and 9.08p in cash for each AGR share.

Moments ago the spread on PHP was 100.7 to 100.9. Taking PHP at 101, I calculate that their offer values aeach AGR share at 47.9448.

The KKR/Stonepeak consortium's all cash bid is 48.56p per share which the board has recommended.

Yesterday AGR closed at 48.56. Moments ago the spread was 48.58 to 48.62 but about 30 minutes ago it was better at 48.60 to 48.64. London and South East displays the most recent 60 trades but the information is delayed by 15 minutes. Since about 10:58 am today they've all been at a price no less than 48.56, for example:

- at 10:58:40 - purchase of 250,000 at 48.60

- at 11:02:41 - purchase of 19,681 at 48.62

- at 11:10:54 - purchase of 50,000 at 48.64

Unless the people buying at more than 48.56 are content to lose money, either they expect AGR shareholders to reject the KKR/Stonepeak bid or they expect PHP to improve their offer before their put-up-or-shut-up deadline at 5pm this coming Monday 5 May.

People who read my comments here at 11:36 on 9 April and 13:34 on 25 April will know that I sold my AGR at 47.5076 on 9 April and including the dividend of 0.84p per share received on 9 April my gain was 9% in just over 6 weeks. As I said in those comments:

- selling AGR produced cash to deploy elsewhere to try to make more money in the period from then until later in the AGR takeover process than if I continued to hold AGR; and

- the AGR bid situation might evolve in such a way that I'm tempted to buy back into AGR.

My guess is that PHP will increase their offer but having bought heavily into Bakkavor (BAKK) at an average of just over 177.58p (inclusive of transaction costs) on 23 April I have no spare cash and I expect BAKK to generate a better return than AGR between now and Monday 12 May.

BAKK has received a takeover approach from Greencore (GNC) whose put-up-or-shut-up deadline is 5 pm on Friday 9 May. Unless GNC pull out (and this is very, very unlikely) I expect a gain of just over 5% on my purchase price for BAKK. In addition, I've locked in a 4.8p dividend of 4.8p per BAKK share because they went ex-div on 24 April so including the dividend my anticiapted gain is just over 8% in under 3 weeks.

From an Alliance "broker upgrades" news item on London and South East at 09:26 today:

- "Stifel raises Advanced Medical Solutions to 'buy' (hold) - price target 245 pence"

A few minutes ago MKS were down about 106p at 375.4. The low so far today is 374. These prices are less than what I paid on 8 January which was just under 380 inclusive of transaction costs but I'm not making a loss becasue I sold at a profit for 400.6 last Wednesday 23 April.

I said in my comments here on Tuesday 22 April that I was planning to sell because the price surge over the previous few weeks had turned my losses on paper to gains and I wanted to rotate into Bakkavor (BAKK) firstly to get their dividend of 4.8p before they went ex dividend on Thursday 24 April, and secondly because of the takeover situation there. When I sold last Wednesday I held on to 5 shares, and I did buy BAKK. By selling, I avoided the MKS price drop to below 400. Later today I'll put up a separate comment about how I went about selling MKS.

I quotefrom MAKESOMEMONEY's comment at 08:27 today:

- "Lots of direct and indirect costs associated with the incident to come."

As I said in my comment at 16:26 on 22 April, the day of MKS's first RNS announcement concerning the cyber attack, a very large concern such as MKS ought to be insured for cyber attacks.

NICK1234 said in his comment at 17:21 on 22 April that most companies now buy cyber liability insurance to protect them from data breaches, ransomware attacks, business interruption losses following a hack, cyber crime and the like.

With this problem taking longer to sort out than expected, let's hope that in addition to insurance cover for the costs involved in sorting out all the technical issues, e.g. the fees of specialist IT consultants who MKS have brought to assist, MKs also have cover for business interruption losses, i.e. the loss of profit arising from the decline in turnover resulting from the temporary closure of the online ordering service.

It would be helpful if in their next RNS announcement MKS could tell us whether they have cyber attack insurance and, if so, whether it covers business interruption losses.

Sorry for typos and not checking properly - final block of text in my comment at should have read:

"It seems from williamcooper104's comments that the "Fresh offer being considered that could unseat KKR and Stonepeak" on which Green Street News reported would, as I suggested in my previous comment here, be a new, higher proposal from PHP rather than an approach from a new bidder altogether."

Since my comment here at 13:34 today, someone called "williamcooper104" has added comments to ADVFN's chat page for AMS at 14:05, 14:07 and 14:08 today which include what looks like a cut-and-paste of the online article which Green Street News published yesterday.

From 16:22 today until just before the close, people were paying between 48.50 and 48.54p for batches of between 2,761 and 25,839 AGR shares.

AGR closed at 48.50. This represents a discount of just 0.06p or about 0.1235% to the KKR/Stonepeak consortium's cash offer of 48.56 which the board has recommended.

It seems from 's comments that the "Fresh offer being considered that could unseat KKR and Stonepeak" on which Green Street News reported would be a new, higher proposal from PHP rather than an new approach from a new bidder altogether, as I suggetsed in my previous comment here.

According to a comment at 22:09 yesterday from someone called "george stobart" on ADVFN's chat page for AMS, "Green Street just reported that a new competing bid for Assura above KKR's is incoming".

Green Street News published an article online at 16:20 yesterday but it's subscription only so I can see only the headline "New twist in battle for £1.6bn+ Assura" and a line of text which says "Fresh offer being considered that could unseat KKR and Stonepeak".

If anybody here has read the whole article, please could they provide a synopsis?

If there's any truth in this article, I suspect that the "competing bid" will be a new, higher proposal from PHP rather than an new approach from a new bidder altogether.

KKR/Stonepeak's offer which the AGR board have recommended is 48.56p in cash per AGR share. Whilst I haven't done the sums, I believe that in cash terms it's still better than PHP's competing cash and share offer even though PHP are up considerably after having closed at 92.7 on 9 April - moments ago the spread was 100.1 to 100.3.

PHP's put-up-or-shut-up deadline in 10 days at 5 pm on Monday 5 May.

I sold AGR at 47.5076 on 9 April. Including the dividend of 0.84p per share received that day my gain was 9% in just over 6 weeks. As I said in my comment here at 11:36 on 9 April (below):

- selling AGR produced cash to deploy elsewhere to try to make more money in the period from then until later in the AGR takeover process than if I continued to hold AGR; and

- the AGR bid situation might evolve in such a way that I'm tempted to buy back into AGR.

Since closing at 47.5 on 9 April ASR's price has crept up gradually to a level which is higher than I'd have expected at this stage in the KKR/Stonepaek bid process. A few minutes ago they were last traded at 48.42 (up 0.28p or 0.58% since yesterday's close) a spread of 48.40 to 48.44.

Right now I'm fully committed with positions in other companies so if things heat up here and it looks like there'll be a full-blown bidding war, I'd have to sell something to enable me to buy back in to AGR.

Further to my comment at 3:20 pm today, inevitably there were lots of sales and some fairly large purchases right after the announcement.

It looks like trading might have been suspended for a few minutes between about 3:07 and 3:10 pm.

About 15 minutes ago on Interactive Investor AMS were as low as 169. This corroborates what DARTRON said in his comment at 15:30. According to Interactive Investor today's low is 168.4.

They now seem to be stabilising at about 1.74 which many of you will regard as an absolute bargain, and all being well 168.4 will turn out to be the floor.

Moments ago the price was down 14.31 (7.56%) at 174.89 with a spread of 174.4 to 175.2.

About five or six minutes ago:

- I saw the RNS announcement which was issued via RNS at 3:05 pm.

- I couldn't get a price on Interactive Investor presumably because AMS were in auction and market makers were assessing things, but three or four minutes ago they were down 14.2 at 175 with a wide spread of 173.4 to 175.6.

Moments ago they were down 18.1 at 171.1 with a wide spread of 172.2 to 173.4.

Further to my comment at 09:49 today, I would have thought that if Montagu are pulling out they'd have issued an announcement to that effect by now. So maybe this is a case of no news being good news.

Whilst put-up-or-shut-up deadlines are always at 5 pm on the deadline day, usually whatever announcement prospective bidders and targets make in relation to thedeadline are issued at or very shortly after 7 am on the deadline day. This is why in my comment yesterday I said that we can expect an RNS at or very shortly after 7 am today, before the market opens.

Curiously there has been no annoucement yet.

Moments ago the spread on very low volume (in terms of both the number of trades and the quantity of shares traded) was 187.4 to 189.2. This is quite wide so it looks like the market has no idea what's happening, i.e. whether Montagu is withdrawing or if it's making a takeover proposal to AMS, and is hedging its bets accordingly.

Moments ago:

- the MKS spread was 402.2 to 402.4 and the price was 402.3, down 7.2p or 1.76%;

- Sainsburys was down 1.83%;

- Next was down 1.94%;

- Dunelm was down 1.75%

- Currys was down 1.04%; and

- Tesco was down a bit less at 0.89%.

So may be today's MKS price fall is due more to a general fall in retailers' share prices rather than being due to the cyber security incident which in the overall scheme of things is just a blip and will be forgotten.

DARTRON -

In your comment on 17th April you suggested looking at Convatec which . When I get a moment I'll check the recent accoints and go into what people have been saying about it. Meanwhile I see that:

it's market cap is about 13 times that of AMS;

the price has recovered from the big hit which, like almost everything else, it took on or about 9th April due to the USA tariff situation; and

the 5 year intra-day high of 282p was almost exactly a year ago on 25 April 2024, and that their price this morning is just above the average of its 52-week high and its 52-week low.

Since Montagu's announcement on 27 March responding to "press speculation" confirming that it was considering a possible all-cash offer for AMS the silence has been deathly apart from the anouncement later that day from the board of AMS saying that it was not in receipt of a proposal from Montagu.

There has to be an annoincement tomorrow. Originally I'd been thinking that it would say that Montagu have made a takeover proposal to MKS. However, were that the case wouldn't an announcement of such an approach have been made already? Now I'm beginning to think that Montagu will announce that they aren't proceeding. It's possible that the potential predator and the target bidder have been in a dialogue and that they're asking the Takeover Panel for an extenssion to the P-U-S-U deadline.

Whatever tomorrow's announcement turns out to be, we can expect an RNS at or very shortly after 7 am tomorrow before the market opens, so by this time tomorrow we'll have a clearer picture of what is or isn't, happening.

If Montagu aren't going to proceed I'll probably hold on to my AMS shares in the hope of at least a modest price rise so that I'm in profit (albeit only on paper) and in the hope of another potential bidder emerging.

Despite my original expectation that the floor for the share price is about 185, on 17 April they closed down 5.4p at 182.6 on modest trading volume (see my comments on 16 and 22 April). After the long Easter bank holiday weekend, trading volume yesterday was higher than normal but the price was a bit volatile, perhaps because market makers and other people were aware of the imminence of tomorrow's put-up-or-shut-up deadline and were trying to position themselves for the possible outcomes. A couple of times the shares were as low as 177.4 and even lower. They'd been as high as 184.4 and closed up slightly at 182.8.

About 30 minutes ago AMS were up 5.8p (3.17%) at 186.6 and the spread was 187 to 188. Moments ago they were 187 (up 4.2) and the spread was 186.4 to 187.2.

! apologise for yet another typo - the fourth block of text in my comment at 16:54 today should have said that Greencore's (GNC) put-up-or-shut-up deadline for their apporach to take over Bakkavor (BAKK) is 5 pm ON FRIDAY 9 MAY 2025.

More haste, less speed!

Please ignore the final block of text in my previous comment at 16:26. Also, please forgive the typos in the fourth block of text which should have read:

"People here will remember that I bought MKS on 8 January at just under 380 inclusive of transaction costs hoping to make a profit of between 3% and 8% after the announcement on 9 January giving the update on trading for the holiday period from October to December but the market reacted badly to some of Stuart Machin's comments so on 9 January the price dived to 341 and I've been as much as 17 or 18% down a couple of times when the price hit 319 and 320."

I omitted to say in my previous comment that I'm aiming to make a quick turn on Bakkavor (BAKK) provided that (1) a formal offer is made before the bidder Greencore's (GNC) put-up-or-shut-up deadline which is 5 pm on May and that (2) if this deadline is extended, any extension will be short to enable me to buy back my MKS before the annual results announcement on 21 May.

Obviously I'm hoping that after I buy BAKK the recent rally in MKS runs out of steam a bit and that its price might even fall a bit whilst I've rotated into BAKK for, all being well, not more than about 3 weeks, so that I can buy my MKS back for less than the price at which I sell them. If the rally doesn't run out of steam, I'll have to think carefully about the extent of the risk involved in buying MKS back at a price which is more than the price at which I sell them.

Interactive Investor are showing that MKS closed down 3.8 at 407.5 but according to London and South East they closed down just 1.8 at 409.5.

I've said before that Interactive Investor's closing prices, details of the loss or gain for the day and their valuations of their customers' portfolios are not reliable until just after 8 pm. on the relevant trading day.

MKS financial year end was 29 March 2025. Any fallout from the cyber security incident over the bank holiday weekend, Friday 18 to Monday 22 April, will affect the figures for current accounting year which began on 30 March 2025. It will NOT affect the results (and profits in particular) for the 2024/2025 financial year which will be released in about four weeks' time on 21 May.

If MKS carry insurance against cyber attacks, any hit to revenue and/or profit will be limited.

The RNS was issued at 14:14 today. The share price sank to today's low of 403.6 at about 14:19. This was a knee-jerk reaction. The price now seems to be on an upwards recovery trend. About 20 minutes ago MKS was down only 1.2 at 410.1 with a spread of 410 to 410.2.

People will remember that I bought on 8 January at just under 380 inclusive of transaction costs hoping to make a profit of between 3% and 8% after the announcement on 9 January update on trading for the holiday period from October to December but the mark reacted badly to some of Stuart Nachin's comments so on 9 January the price dived to 341 and I have been as much as 17 or 18% down a couple of times when the price hit 319 and 320.

The price surge over the last few weeks means that my losses on paper turned to gains on paper. My gain was about 9.5% when MKS was about 416 this morning and I want to rotate into Bakkavor (BAKK) before close of business tomorrow firstly to get their dividend of 4.8p (they go ex dividend on Thursday 24 April) and secondly because of the takeover situation there so at 11:29 I put in an order to sell all of my holding in MKS at a limit price of 421p. Needless to say, by 14:20 that wasn't going to be filled so at 15:36 I replaced it with an order to sell half of my holding in MKS at a limit price of 410.5p. About fifteen minutes later I cancelled that one too because with the share price recovering to about 410 I was hopeful that I'll be able to sell the lot at a price better than 410.5 either late this afternoon or tomorrow.

MKS isn't the first retailer, bank or professional services firm to suffer a cyber attack and I'm fairly sure that it won't be the last either. The recent attack is just a blip. Al lbeing well there'll be another RNS annoucement within a day or two saying that it's all been resolved, that they're beefing up their cyber secuity and it's back to business as usual.

0seeing it going to happen aearlier today, at Having I want to rowhen the price was