Strategic Review Update and PUSU Extension
30/10/2024 07:00
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RNS Number : 1324K Equals Group PLC 30 October 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.
FOR IMMEDIATE
RELEASE
30
October 2024
Equals Group plc
("Equals", the "Group" or the "Company")
Strategic Review Update and Extension of PUSU Deadline
Strategic Review Update
On 10 July 2024 the Board of Equals announced that it had 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. On 4 September 2024 the Board announced that J.C. Flowers &
Co. LLC ("JC Flowers") had joined the Consortium and that discussions in
relation to a fully equity financed bid had reached an advanced stage.
The Board of Equals today announces that it has received a further improved
indicative non-binding proposal from the Consortium, 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, in addition to which Equals
shareholders will be entitled to receive a special dividend of 2 pence per
Equals Share (the "Special Dividend"), payable on completion of the
transaction. For the avoidance of doubt, the Special Dividend will be separate
from and in addition to the 2024 interim dividend of 1 pence per Equals Share
announced on 10 September 2024 and paid on 25 October 2024.
The Consortium has also confirmed it has completed its due diligence and is
advancing necessary transaction documentation.
PUSU Extension
In order to allow further time for the strategic review to conclude, the Board
of Equals has requested that the Panel on Takeovers and Mergers (the "Panel")
extends the current deadline of 5.00 pm on 30 October 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 20 November 2024, to 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
Burson Buchanan (Financial Communications for Equals)
+44 (0) 20 7466 5000
Henry Harrison-Topham / Toto Berger / Stephanie
Whitmore
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