REG - Equals Group PLC - Strategic Review Update and PUSU Extension

EqualsAnnouncement

17/04/2024 07:01

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240417:nRSQ8405Ka&default-theme=true

RNS Number : 8405K  Equals Group PLC  17 April 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL
BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

FOR IMMEDIATE
RELEASE
                 17 April 2024

Equals Group plc

("Equals", the "Group" or the "Company")

 

Strategic Review Update and extension of PUSU Deadline

Strategic Review Update

On 1 November 2023 the Board of Equals announced that it is conducting a
review of the Company's strategic options (the "Strategic Review") and that as
part of this process, the Company has contacted a limited number of potential
counterparties including Madison Dearborn Partners, LLC ("MDP"), to assess
whether such parties could put forward a proposal that would deliver greater
value to Equals' shareholders than pursuing a standalone independent strategy
(the "Strategic Review").

The Board also noted in its announcement of 1 November 2023 that any such
proposal could include an offer for the entire issued and to be issued share
capital of the Company and as such the effect of the announcement was to
commence an 'offer period' in respect of the Company in accordance with the
Takeover Code (the "Code").

On 20 March 2024 Equals announced it had received an indicative non-binding
proposal from a consortium (the "Consortium") comprising Embedded Finance
Limited ("Railsr") and TowerBrook Capital Partners (U.K.) LLP ("Towerbrook")
regarding a possible offer for the entire issued and to be issued share
capital of Equals.

Whilst the Board recognises the time elapsed since the commencement of the
Strategic Review, having now received indicative non-binding proposals from
both MDP and the Consortium, it considers it to be in the best interests of
shareholders that the Strategic Review remains ongoing to allow further time
for it to reach its conclusion.

PUSU Extension

The announcement of 1 November 2023 stated that, in accordance with Rule
2.6(a) of the Code, by not later than 5.00 pm on 29 November 2023, MDP must
either announce a firm intention to make an offer for Equals under Rule 2.7 of
the Takeover Code or announce that it does not intend to make an offer for
Equals, in which case the announcement will be treated as a statement to which
Rule 2.8 of the Takeover Code applies (the "PUSU Deadline"). That deadline was
subsequently extended on a number of occasions, most recently to 5.00 pm on 17
April 2024, as announced on 20 March 2024.

The announcement of 20 March 2024 regarding the Consortium stated similarly
that, in accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on
17 April 2024, the Consortium must either announce a firm intention to make an
offer for Equals under Rule 2.7 of the Takeover Code or announce that it does
not intend to make an offer for Equals, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Takeover Code applies.

Accordingly, the revised PUSU Deadline is the same for both of MDP and the
Consortium.

As part of the Strategic Review, discussions and due diligence are ongoing
between Equals and each of MDP and the Consortium and, to allow further time
for these discussions and due diligence to take place, the Board of Equals has
requested that the Panel on Takeovers and Mergers (the "Panel") extends the
PUSU Deadline further.

In the light of this request, an extension has been granted by the Panel and,
in accordance with Rule 2.6(a) of the Code, each of MDP and the Consortium are
required, by not later than 5.00 pm on 15 May 2024, either to announce a firm
intention to make an offer in accordance with Rule 2.7 of the Code or to
announce that they do not intend to make an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This revised PUSU Deadline may be extended with the consent of the
Panel, at Equals' request, in accordance with Rule 2.6(c) of the Code.

There can be no certainty either that an offer will be made nor as to the
terms of any offer, if made.

A further announcement will be made when appropriate.

For more information, please contact:

 

Equals
 
             +44 (0) 20 7778 9308

Ian Strafford-Taylor / Richard Cooper

 

Canaccord Genuity (Financial Adviser to
Equals)
+44 (0) 20 7523 8000

Sunil Duggal / Bill Gardiner

 

Lazard (Financial Adviser to
Equals)
+44 (0) 20 7187 2000

Nicholas Millar / Jason Welham

 

Canaccord Genuity (Nominated Adviser & Sole Broker to Equals)   +44 (0)
20 7523 8000

Max Hartley / Harry
Rees

 
 

Buchanan (Financial Communications for
Equals)
+44 (0) 20 7466 5000

Henry Harrison-Topham / Toto Berger / Stephanie
Whitmore

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDEAALKFFELEFA