Publication and posting of Scheme Document
17/12/2024 15:45
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RNS Number : 4608Q Equals Group PLC 17 December 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
RECOMMENDED CASH ACQUISITION
for
Equals Group plc (Equals)
by
Alakazam Holdings BidCo Limited (BidCo)
a newly-incorporated company to be indirectly wholly-owned by a consortium
comprising (i) the TowerBrook Funds (ii) the J.C. Flowers Funds and (iii) the
Railsr Shareholders
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
17 December 2024
Publication and posting of Scheme Document
On 11 December 2024, the boards of Equals and BidCo announced that they had
reached agreement on the terms of a recommended all cash acquisition of the
entire issued and to be issued ordinary share capital of Equals (the
Acquisition).
The Acquisition is to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the Scheme) and is
subject to the terms and conditions set out in the scheme document relating to
the Acquisition (the Scheme Document).
Equals is pleased to announce that the Scheme Document, together with the
associated Forms of Proxy, are today being sent, or made available to Equals
Shareholders.
The Scheme Document contains, among other things, a letter from the Chairman
of Equals, the full terms and conditions of the Scheme and the Acquisition, an
explanatory statement pursuant to section 897 of the Companies Act 2006, an
expected timetable of principal events, notices of the Court Meeting and
General Meeting and details of the actions to be taken by Equals Shareholders.
In addition, letters are being sent shortly to participants in the Equals
Share Plans to provide information on how the Acquisition will affect their
rights under the Equals Share Plans and the arrangements applicable to them.
A copy of the Scheme Document and the associated Forms of Proxy will be made
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Equals' website at
https://www.equalsplc.com/strategic-review
(https://www.equalsplc.com/strategic-review) by no later than 12 noon on 18
December 2024.
Unless otherwise defined, all capitalised terms in this announcement have the
meaning given to them in the Scheme Document. All references to times are to
London, UK, times unless otherwise stated.
As further detailed in the Scheme Document, in order to become Effective,
amongst other things, the Scheme will require: (i) the approval of a majority
in number of the Scheme Shareholders present and voting (in person or by
proxy) at the Court Meeting representing not less than 75 per cent. in value
of the relevant Scheme Shares voted; (ii) the passing of the Special
Resolutions at the General Meeting; and (iii) the subsequent sanction of the
Scheme by the Court. The Scheme is also subject to the satisfaction or waiver
of the Conditions and further terms that are set out in the Scheme Document.
Notices convening the Court Meeting and General Meeting, both of which will be
held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval
Square, London, E1 6PW on 8 January 2025, are set out in Part X (Notice of
Court Meeting) and Part XI (Notice of General Meeting) of the Scheme Document.
The Court Meeting will commence at 2:00 p.m. and the General Meeting at 2:15
p.m. (or, if later, as soon as the Court Meeting has concluded or been
adjourned).
Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Scheme Shareholders before the meetings, including
through Equals' website at https://www.equalsplc.com/strategic-review
(https://www.equalsplc.com/strategic-review) and by announcement through a
Regulatory Information Service.
Action required
Scheme Shareholders and Equals Shareholders are encouraged to submit proxy
appointments and instructions for the Court Meeting and the General Meeting as
soon as possible using any of the methods set out in the Scheme Document.
Scheme Shareholders and Equals Shareholders are also encouraged to appoint the
Chairman of the relevant Meeting as their proxy.
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of the opinion of Scheme Shareholders. Equals Shareholders are
therefore strongly urged to complete, sign and return your Forms of Proxy by
post (or transmit a proxy appointment and voting instruction online via
www.proxymity.io (http://www.proxymity.io) , through the CREST electronic
proxy appointment service or as otherwise set out in the Scheme Document) as
soon as possible.
Recommendation
The Equals Directors, who have been so advised by Canaccord Genuity Limited
and Lazard & Co. Limited as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In providing
their advice to the Equals Directors, Canaccord Genuity Limited and Lazard
& Co. Limited have taken into account the commercial assessments of the
Equals Directors. Canaccord Genuity Limited and Lazard & Co. Limited are
providing independent financial advice to the Equals Directors for the
purposes of Rule 3 of the Takeover Code.
Accordingly, the Equals Directors unanimously recommend that the Equals
Shareholders vote in favour of the Scheme at the Court Meeting and the Special
Resolutions to be proposed at the General Meeting as the Equals Directors have
irrevocably undertaken to do in respect of their own beneficial holdings of
4,194,384 Equals Shares representing, in aggregate, approximately 2.203 per
cent. of the ordinary share capital of Equals in issue as at the Latest
Practicable Date.
Information for Equals Shareholders
Equals Shareholders who have any queries about the Scheme Document, the Court
Meeting or the General Meeting or how to complete the Forms of Proxy or submit
proxies electronically should contact the Shareholder Helpline operated by
Link Group, the Company's Registrar, between 9:00 a.m. and 5:30 p.m. Monday to
Friday (excluding English and Welsh public holidays) on +44 (0) 371 664 0300.
Calls from outside the UK will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones.
Alternatively Equals Shareholders can email Link Group on
shareholderenquiries@linkgroup.co.uk. Please note that calls may be monitored
or recorded and Link Group cannot provide advice on the merits of the
Acquisition or give any financial, legal or tax advice.
Timetable
The Scheme Document contains a current expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
announcement.
Subject to obtaining the approval of Scheme Shareholders at the Court Meeting
and Equals Shareholders at the General Meeting, the sanction of the Court and
the satisfaction (or, where applicable, waiver) of the other Conditions, the
Scheme is expected to become Effective during Q2 of 2025.
It is intended that following the Scheme becoming Effective, the cancellation
of admission to trading of Equals Shares on AIM shall take effect on the
Business Day following the Effective Date.
Enquiries:
TowerBrook +44 (0) 20 7451 2020
Filippo Cardini
J.C. Flowers +44 (0) 20 7710 0500
Tim Hanford
Railsr press@railsr.com
Philippe Morel
Iwona Jordan
PJT Partners (Financial Adviser to TowerBrook, J.C. Flowers, Railsr and BidCo) +44 (0) 20 7650 1100
Jonathan Hall
Basil Geoghegan
Ralph Van Den Abbeele
Rothschild & Co (Financial Adviser to TowerBrook, J.C. Flowers, Railsr and +44 (0) 20 7280 5000
BidCo)
Toby Ross
Guy Luff
William Rooney
Perella Weinberg Partners (Financial Adviser to J.C. Flowers) +44 (0) 20 7268 2800
Timm Schipporeit
Edyta Lipka
Equals via Burson Buchanan
Ian Strafford-Taylor
Richard Cooper
Canaccord Genuity (Financial Adviser, Nominated Adviser & Sole Broker to +44 (0) 20 7523 8000
Equals)
Sunil Duggal
Bill Gardiner
Max Hartley
Harry Rees
Lazard (Financial Adviser to Equals) +44 (0) 20 7187 2000
Nicholas Millar
Jason Welham
Burson Buchanan (Financial Communications for Equals) equals@buchanan.uk.com (mailto:equals@buchanan.uk.com)
Henry Harrison-Topham
Toto Berger
Stephanie Whitmore
Ashurst LLP is acting as legal adviser to Equals. Norton Rose Fulbright LLP is
acting as legal adviser to TowerBrook and the BidCo Group. Macfarlanes LLP is
acting as legal adviser to J.C. Flowers. Mishcon de Reya LLP is acting as
legal adviser to Railsr.
APPENDIX
Expected timetable of principal events
Event Time and/or date((1))
Publication of the Scheme Document 17 December 2024
Latest time for lodging Forms of Proxy for the:
Court Meeting (blue Form of Proxy) 2:00 p.m. on 6 January 2025 ((2))
General Meeting (orange Form of Proxy) 2:15 p.m. on 6 January 2025 ((3))
Scheme Voting Record Time 6:00 p.m. on 6 January 2025 ((4))
Court Meeting 2:00 p.m. on 8 January 2025
General Meeting 2:15 p.m. on 8 January 2025 ((5))
The following dates and times associated with the Scheme are subject to change
and will depend on, among other things, the date on which: (i) the Conditions
to the Scheme are satisfied or, if capable of waiver, waived, (ii) the Court
sanctions the Scheme and (iii) the Court Order is delivered to the Registrar
of Companies. Equals will give adequate notice of all of these dates and
times, when known, by issuing an announcement through a Regulatory Information
Service, with such announcement being made available on Equals' website at
https://www.equalsplc.com/strategic-review. Further updates and changes to
these times will be notified in the same way. See also note (1).
Court Hearing a date expected to be no later than 14 days after the satisfaction (or, if
applicable, waiver) of Conditions 2.1, 2.2 and 3.1 to 3.8 (inclusive)(D)
Last day for dealings in, and for the registration of transfer of, Equals D+1 Business Day
Shares
Scheme Record Time and record time for the Special Dividend 6:00 p.m. on D+1 Business Day
Disablement of CREST in respect of Equals Shares 6:00 p.m. on D+1 Business Day
Suspension of dealings in Equals Shares by 7:30 a.m. on D+2 Business Days
Effective Date of the Scheme D+2 Business Days((6))
Cancellation of the admission to trading of Equals Shares on AIM 7:00 a.m. on D+3 Business Days
Latest date for despatch of cheques and crediting of CREST accounts for cash within 14 days of the Effective Date
consideration due under the Scheme
Payment of the Special Dividend after the Scheme Record Time and within 14 days of the Effective Date((7))
Long Stop Date 30 June 2025 ((8))
(1) References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change, the revised
times and/or dates will be notified to Equals Shareholders by announcement
through a Regulatory Information Service.
Participants in the Equals Share Plans will be contacted separately to inform
them of the effect of the Scheme on their rights under the Equals Share Plans,
including details of any appropriate proposals being made and dates and times
relevant to them.
(2) It is requested that the blue Forms of Proxy for the Court
Meeting be lodged by 2:00 p.m. on 6 January 2025 (or, if the Court Meeting is
adjourned, not later than 48 hours prior to the time fixed for the adjourned
Court Meeting (excluding any part of such 48 hour period falling on a
non-working day)). If the blue Form of Proxy is not lodged by this time, it
may be handed to the Chairman, or Link Group on behalf of the Chairman, at the
start of the Court Meeting.
(3) In order to be valid, the orange Forms of Proxy for the General
Meeting must be received by 2:15 p.m. on 6 January 2025 or, if the General
Meeting is adjourned, 48 hours prior to the time fixed for the adjourned
General Meeting (excluding any part of such 48 hour period falling on a
non-working day). If the orange Form of Proxy is not lodged by the relevant
time, it will be invalid.
(4) If either the Court Meeting or the General Meeting is adjourned,
the Scheme Voting Record Time for the relevant adjourned meeting will be 6:00
p.m. on the day which is two Business Days prior to the date of the adjourned
meeting.
(5) To commence at 2:15 p.m. or as soon thereafter as the Court
Meeting concludes or is adjourned.
(6) The Scheme will become Effective as soon as a copy of the Court
Order has been delivered to the Registrar of Companies. This is expected to
occur following suspension of trading in Equals Shares and the Scheme Record
Time. The events which are stated as occurring on subsequent dates are
conditional on the Effective Date and operate by reference to this date.
(7) The Special Dividend will be paid within 14 days of the
Effective Date via either a standing electronic payment mandate with the
Company's Registrar, Link Group for the purpose of receiving dividend payments
or a despatch of cheques (as applicable).
(8) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date (i)
as may be agreed in writing by BidCo and Equals (with the Panel's consent, if
required); or (ii) (in a competitive situation) as may be specified by BidCo
with the consent of the Panel; or (iii) as the Panel may direct under the Note
on Section 3 of Appendix 7 of the Takeover Code, and, in each case, as the
Court may approve (if such approval is required). It is expected that the
Scheme will become Effective during the second quarter of 2025.
Important notices
Notices relating to financial advisers
PJT Partners, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for TowerBrook, J.C.
Flowers, Railsr and BidCo and no-one else in connection with the Acquisition
and will not be responsible to anyone other than TowerBrook, J.C. Flowers,
Railsr and BidCo for providing the protections afforded to clients of PJT
Partners nor for providing advice in relation to the Acquisition. Neither PJT
Partners nor any of its subsidiaries, branches or affiliates nor any of their
respective directors, officers, employees or agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of PJT Partners in connection with the Acquisition, any statement
contained herein or otherwise.
Rothschild & Co, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively as financial adviser to
TowerBrook, J.C. Flowers, Railsr and BidCo and no one else in connection with
the Acquisition and shall not be responsible to anyone other than TowerBrook,
J.C. Flowers, Railsr and BidCo for providing the protections afforded to
clients of Rothschild & Co nor for providing advice in connection with the
Acquisition or any matter referred to herein.
Perella Weinberg Partners, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively as financial adviser to
J.C. Flowers and no one else in connection with the Acquisition and shall not
be responsible to anyone other than J.C. Flowers for providing the protections
afforded to clients of Perella Weinberg Partners nor for providing advice in
connection with the Acquisition or any matter referred to herein. Neither
Perella Weinberg Partners nor any of its subsidiaries, branches or affiliates
and their respective directors, officers, employees or agents owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Perella Weinberg Partners in connection with this
announcement, any statement contained herein or otherwise.
Canaccord Genuity, which is authorised and regulated by the FCA in the United
Kingdom, is acting financial adviser exclusively for Equals and no-one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Equals for providing the protections afforded
to clients of Canaccord Genuity nor for providing advice in relation to a
potential acquisition of Equals or any other matters referred to herein.
Neither Canaccord Genuity nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Canaccord Genuity in connection with this announcement, any
statement contained herein, to a potential acquisition of Equals or otherwise.
Lazard, which is authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser to Equals and no one else in connection with the
matters set out in this announcement and will not be responsible to anyone
other than Equals for providing the protections afforded to clients of Lazard
nor for providing advice in relation to the matters set out in this
announcement. Neither Lazard nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this announcement, any statement
contained herein or otherwise.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition is made solely by means of the Scheme Document (or,
if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document) which, together with any related forms of proxy, contain the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Scheme. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information contained in
the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document).
Equals urges Equals Shareholders to read the Scheme Document in full because
contains important information relating to the Acquisition, including details
of how to vote in respect of the Scheme. This announcement has been prepared
in accordance with the laws of England and Wales, the Code, the AIM Rules for
Companies and the Disclosure Guidance and Transparency Rules and the
information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England and
Wales.
The contents of this announced are not to be construed as legal, business,
financial or tax advice. If you are in any doubt about the contents of this
announcement, you should consult your own legal adviser, financial adviser or
tax adviser for legal, business, financial or tax advice.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date. Nothing in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of Equals or BidCo
except where otherwise stated.
This announcement does not constitute a prospectus or prospectus exempted
document.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to
Equals Shareholders who are not resident in the United Kingdom, may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about and observe
such restrictions. In particular, the ability of persons who are not resident
in the United Kingdom to vote their Equals Shares with respect to the Scheme
at the Court Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with any such restrictions may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person. This announcement does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this announcement or otherwise in any jurisdiction
in which such offer or solicitation is unlawful.
Unless otherwise determined by BidCo or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the Offer may
not be made directly or indirectly, in or into, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
This announcement has been prepared in relation to the Scheme pursuant to and
for the purpose of complying with English law and the Takeover Code and
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of jurisdictions outside the United Kingdom. Nothing in this announcement
should be relied on for any other purpose.
The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the AIM Rules.
No person has been authorised to give any information or make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied upon as having
been authorised by Equals, the Equals Directors, BidCo, the Consortium
Responsible Persons, the TowerBrook Funds, the J.C. Flowers Funds, the Railsr
Shareholders, Canaccord Genuity, Lazard, Rothschild & Co, Perella Weinberg
Partners, PJT Partners or any other person involved in the Acquisition.
Neither the delivery of this announcement nor holding the Meetings, the Court
Hearing, nor filing the Court Order shall, under any circumstances, create any
implication that there has been no change in the affairs of the Equals Group
or the BidCo Group since the date of this announcement or that the information
in this announcement is correct as at any time subsequent to its date.
Notice to Equals Shareholders in the United States
The Acquisition relates to the shares of an English company whose shares are
admitted to trading on AIM and is being made by means of a scheme of
arrangement provided for under English law. A transaction effected by means of
a scheme of arrangement is not subject to, and this transaction is not subject
to, the tender offer or proxy solicitation rules under the US Securities
Exchange Act of 1934 (the US Exchange Act). Accordingly, the Acquisition is
subject to the procedural and disclosure requirements and practices applicable
in the United Kingdom to schemes of arrangement which differ from the
requirements of the tender offer and proxy solicitation rules under the US
Exchange Act. The financial information included in this announcement has been
prepared in accordance with accounting standards of the United Kingdom and
thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
If, in the future, BidCo exercises its right to implement the Acquisition by
way of a Takeover Offer and determines to extend such Takeover Offer into the
United States, such Takeover Offer will be made in compliance with all
applicable U.S. laws and regulations, including, without limitation, to the
extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a takeover would be made in the United States by BidCo and no
one else.
In the event that the Acquisition is implemented by way of Takeover Offer, in
accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of the US Exchange Act (if applicable), BidCo, certain affiliated companies
and their nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Equals Shares outside of
the US, other than pursuant to the Takeover Offer, during the period in which
such Takeover Offer would remain open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including the US Exchange Act. Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be made available on the London Stock Exchange
website, www.londonstockexchange.com.
The receipt of cash pursuant to the Scheme by an Equals Shareholder may be a
taxable transaction for US federal income tax purposes, and may also be a
taxable transaction under applicable state and local tax laws, as well as
foreign and other tax laws. Each Equals Shareholder is urged to consult its
independent professional adviser immediately regarding the tax consequences of
the Scheme.
It may be difficult for US holders of Equals Shares to enforce their rights
and claims arising out of the US federal securities laws, since BidCo and
Equals are each organised in countries other than the United States, and some
or all of their officers and directors may be residents of, and some or all of
their assets may be located in, jurisdictions other than the United States. As
a result, US holders of Equals Shares may not be able to effect service of
process upon a non-US company or its officers or directors or to enforce
against them a judgment of a US court for violations of federal or state
securities laws of the United States, including judgments based upon the civil
liability provisions of the US federal securities laws. US holders of Equals
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's jurisdiction or judgment.
Neither the US Securities and Exchange Commission nor any securities
commission of any state of the United States nor any other US regulatory
authority has approved or disapproved the Acquisition or this announcement,
nor have such authorities passed judgment upon the fairness or the merits of
the Acquisition or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the United States.
Responsibility
The person responsible for arranging the release of this announcement on
behalf of Equals is Ian Strafford-Taylor, Chief Executive Officer.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire or
control an interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Panel's
website at www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the Offer Period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
shall be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Equals' website at
https://www.equalsplc.com/strategic-review
(https://www.equalsplc.com/strategic-review) by no later than 12 noon on the
Business Day following the date of this announcement. For the avoidance of
doubt, the contents of the websites referred to in this announcement are not
incorporated into and do not form part of this announcement.
No profit forecasts or estimates
No statement in this announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for Equals for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Equals.
Forward looking statements
This announcement and the Scheme Document, oral statements made regarding the
Acquisition, and other information published by BidCo or Equals may contain
statements about BidCo, the Consortium and Equals that are or may be deemed to
be forward-looking statements. All statements other than statements of
historical facts included in this announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "shall", "should", "anticipates", "estimates",
"projects", "is subject to", "budget", "scheduled", "forecast" or words or
terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of BidCo's or Equals' operations and potential
synergies resulting from the Acquisition; and (iii) the effects of government
regulation on BidCo's or Equals' business.
Such forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of BidCo and Equals about future events, and are therefore subject
to risks and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause actual
results to differ materially from those projected or implied in any
forward-looking statements, including: increased competition, the loss of or
damage to one or more key customer relationships, the failure of one or more
key suppliers, the outcome of business or industry restructuring, the outcome
of any litigation, changes in economic conditions, currency fluctuations,
changes in interest and tax rates, changes in laws, regulations or regulatory
policies, developments in legal or public policy doctrines, technological
developments, the failure to retain key management, or the timing and success
of future offer opportunities or major investment projects. Other unknown or
unpredictable factors could cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should therefore be construed in light of such factors. Neither BidCo nor
Equals, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. Due to such uncertainties
and risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. All
subsequent oral or written forward looking statements attributable to any
member of the BidCo Group or the Equals Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above.
BidCo, the Consortium and Equals expressly disclaim any obligation to update
any forward-looking or other statements contained herein, except as required
by applicable law or by the rules of any competent regulatory authority,
whether as a result of new information, future events or otherwise.
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