Response to market speculation
01/11/2023 13:39
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RNS Number : 0806S Equals Group PLC 01 November 2023
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
FOR IMMEDIATE
RELEASE
01/11/2023
Equals Group plc
Response to market speculation
The Board of Equals Group plc ("Equals" or the "Company") (AIM: EQLS) notes
the recent market speculation, and confirms that it is conducting a review of
the Company's strategic options (the "Strategic Review"). As part of this
process, the Company has contacted a limited number of potential
counterparties including Fleetcor Europe Limited and Madison Dearborn
Partners, LLC to assess whether such parties could put forward a proposal that
would deliver greater value to Equals' shareholders than pursuing a standalone
independent strategy. Any such proposal could include an offer for the entire
issued and to be issued share capital of the Company.
The Board remains confident in the long-term prospects of the business and
believes that the Company is well positioned to create significant value for
shareholders as an independent company. Current trading remains in line with
the Board's expectations.
There can be no certainty that any changes will result from the Strategic
Review. There can be no certainty that any firm offer for the Company will be
made, nor as to the terms on which any firm offer, if made, might be made.
Shareholders are advised to take no action at this time.
A further announcement will be made when appropriate.
In accordance with Rule 2.6(a) of the Takeover Code, by not later than 5.00 pm
on 29 November 2023, each of Fleetcor Europe Limited and Madison Dearborn
Partners, LLC 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. This deadline will
only be extended with the consent of the Takeover Panel in accordance with
Rule 2.6(c) of the Takeover Code.
As a consequence of this announcement, an 'offer period' has now commenced in
respect of the Company in accordance with the Code, and the attention of
shareholders is drawn to the disclosure requirements of Rule 8 of the Code,
which are summarised below.
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 & Joint Broker to Equals)
+44 (0) 20 7523 8000
Max Hartley / Harry
Rees
Peel Hunt LLP (Joint Broker to
Equals)
+44 (0) 20 7418 8900
Paul Shackleton / John
Welch
Buchanan (Financial Communications for
Equals)
+44 (0) 20 7466 5000
Henry Harrison-Topham / Stephanie Whitmore / Toto
Berger
RULE 26.1 INFORMATION
In accordance with Rule 26.1 of the Code, a copy of this announcement will,
subject to certain restrictions relating to persons resident in restricted
jurisdictions, be available at https://www.equalsplc.com/content/investors by
no later than 12 noon on the first business day following the date of this
announcement. For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this announcement.
IMPORTANT NOTICES
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws and regulations of other
jurisdictions should inform themselves of, and observe, any applicable
requirements.
Canaccord Genuity, which is authorised and regulated by the Financial Conduct
Authority ("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 & Co., Limited ("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.
The person responsible for arranging for the release of this announcement on
behalf of Equals is Richard Cooper, Chief Financial Officer.
RULE 2.9 INFORMATION
In accordance with Rule 2.9 of the Code, the Company confirms that, as at
close of business on 31 October 2023, its issued share capital (excluding
treasury shares) consisted of 185,731,589 ordinary shares of 1 pence each,
with ISIN GB00BLS0XX25, which carry voting rights of one vote per share.
DISCLOSURE REQUIREMENTS OF THE CODE
Under Rule 8.3(a) of the Code, any person who is interested in 1 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
not later than 3.30 p.m. (London time) on the 10(th) business day following
the commencement of the offer period and, if appropriate, by not later than
3.30 p.m. (London time) on the 10(th) 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 Code, any person who is, or becomes, interested in 1
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 not 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 Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://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
Takeover Panel's Market Surveillance Unit on +44 (0)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.
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