Strategic Review Update and PUSU Extension
10/07/2024 07:00
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RNS Number : 8305V Equals Group PLC 10 July 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
10 July 2024
Equals Group plc
("Equals", the "Group" or the "Company")
Strategic Review Update and extension of PUSU Deadline
Strategic Review Update
Further to previous announcements in relation to its review of Equals'
strategic options (the "Strategic Review"), the Board of Equals confirms that
it has received an improved indicative non-binding proposal from the
consortium (the "Consortium") comprising Embedded Finance Limited ("Railsr")
and TowerBrook Capital Partners (U.K.) LLP ("Towerbrook") regarding a possible
all-cash offer for the entire issued and to be issued share capital of Equals
at a price of 135 pence per Equals Share (the "Proposal").
The improved Proposal follows a series of prior proposals from the Consortium
and remains subject to the completion of ongoing final due diligence, which
Equals is facilitating, and finalisation of acquisition financing by the
Consortium. A further update will be provided in due course.
PUSU Extension
In order to allow further time for the Board to consider the Proposal, and for
the Consortium to complete due diligence and arrange acquisition financing,
the Board of Equals has requested that the Panel on Takeovers and Mergers (the
"Panel") extends the current deadline of 5.00 pm on 10 July 2024 by which time
the Consortium must, in accordance with Rule 2.6(a) of the Code, either
announce a firm intention to make an offer for the Company under Rule 2.7 of
the Code or announce that it does 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 (the "PUSU Deadline").
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, the Consortium is required, by not
later than 5.00 pm on 7 August 2024, either announce a firm intention to make
an offer in accordance with Rule 2.7 of the Code or announce that it does 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 that an offer will be made.
In accordance with Rule 2.5(a) of the Code, the Consortium reserves the right
to make an offer for Equals on less favourable terms than those set out in
this announcement: (i) with the agreement or consent of the Board of Equals;
or (ii) following the announcement by Equals of a Rule 9 waiver pursuant to
the Code; or (iii) if a third party announces a firm intention to make an
offer or a possible offer for Equals which, at that date, is on less
favourable terms than those contemplated by the Proposal; or (iv) if Equals
announces, declares, makes, or pays any dividend or any other distribution or
return of value to shareholders, to make an equivalent reduction to the
Proposal.
This announcement has been made with the consent of the Consortium.
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
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