REG - Equiniti Group PLC - Cancellation of listing and trading of EQ Shares

Rothschild & Co SCAAnnouncement

13/12/2021 17:20

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RNS Number : 4857V  Equiniti Group PLC  13 December 2021

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

 

FOR IMMEDIATE RELEASE

 

 13 December 2021

RECOMMENDED CASH ACQUISITION

of

Equiniti Group plc ("EQ")

by

Earth Private Holdings Ltd ("Bidco")

(a newly-formed company owned by funds

managed or advised by Siris Capital Group LLC ("Siris"))

 

Cancellation of listing and trading of EQ Shares

Further to the announcement made by EQ and Bidco on 9 December 2021 regarding
the suspension of dealings in EQ Shares, EQ announces that, following an
application by EQ, the Financial Conduct Authority has cancelled the listing
of EQ Shares on the premium segment of the Official List and the London Stock
Exchange has cancelled the trading of the EQ Shares on its Main Market for
listed securities, in each case with effect from 8.00 a.m. (London time)
today.

Capitalised terms used but not defined in this announcement have the meanings
given in the Scheme Document dated 21 June 2021 unless the context requires
otherwise.

All references to times in this announcement are to London time, unless
otherwise stated.

Further information

Enquiries:

 Abernathy Macgregor (media adviser to Bidco and Siris)
 Dana Gorman                                                               +1 212 371 5999
 Blair Hennessy
 Greenhill (lead financial adviser to Bidco and Siris)
 David Wyles                                                               +44 20 7198 7400
 James Babski
 Dean Rodrigues
 Goldman Sachs International (joint financial adviser to Bidco and Siris)
 Chris Emmerson                                                            +44 20 7774 1000
 Ben Maiden
 Equiniti
 Paul Lynam                                                                +44 207 469 1902
 Andrew Peeler
 Tulchan Communications LLP (media adviser to EQ)
 Martin Robinson                                                           +44 20 7353 4200
 Olivia Peters
 Rothschild & Co (lead financial adviser to EQ)
 John Deans                                                                +44 20 7280 5000
 Neil Thwaites
 Alexander Mitteregger
 Citi (joint financial adviser and corporate broker to EQ)
 Alex de Souza                                                             +44 20 7986 4000
 Luke Spells
 Christopher Wren
 Barclays (corporate broker to EQ)
 Andrew Tusa                                                               +44 20 7623 2323

 Stuart Jempson

Wachtell, Lipton, Rosen & Katz and Macfarlanes LLP are retained as
(respectively) US and UK legal advisers to Siris and Bidco.  Linklaters LLP
is retained as legal adviser to EQ.

Important Notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority ("FCA") in the UK,
is acting exclusively for EQ and for no one else in connection with the
matters set out in this announcement and will not regard any other person as
its client in relation to the matters referred to in this announcement and
will not be responsible to anyone other than EQ for providing the protections
afforded to its clients in relation to the Acquisition or any other matter or
arrangement referred to in this announcement.

Citigroup Global Markets Limited ("Citi"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the UK by the FCA and
the PRA, is acting as financial adviser for EQ and for no one else in
connection with the Acquisition and will not be responsible to anyone other
than EQ for providing the protections afforded to clients of Citi nor for
providing advice in connection with the Acquisition, or any other matters
referred to in this announcement. Neither Citi nor any of its affiliates,
directors or employees owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, consequential, whether in contract, in
tort, in delict, under statute or otherwise) to any person who is not a client
of Citi in connection with this announcement, any statement contained herein,
the Acquisition or otherwise.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the PRA and regulated in the UK by the FCA and the PRA, is
acting exclusively for EQ and no one else in connection with the Acquisition
and will not be responsible to anyone other than EQ for providing the
protections afforded to clients of Barclays nor for providing advice in
relation to the Acquisition or any other matter referred to in this
announcement.

Greenhill & Co. International LLP ("Greenhill"), which is authorised and
regulated by the FCA in the UK, is acting exclusively for Bidco and Siris and
for no one else in connection with the matters set out in this announcement
and will not be responsible to anyone other than Bidco and Siris for providing
the protections afforded to clients of Greenhill, nor for providing advice in
relation to the matters set out in this announcement.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the UK, is acting exclusively for
Bidco and Siris and for no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other than Bidco
and Siris for providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in relation to the matters referred to
in this announcement.

This announcement is for information purposes only, and is not intended to,
and does not, constitute or form part of, any offer or inducement to sell or
an invitation or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or transfer of
securities of EQ in any jurisdiction in contravention of applicable law. Any
offer, if made, will be made solely by certain offer documentation which will
contain the full terms and conditions of any offer, including details of how
it may be accepted.

This announcement does not constitute a prospectus or prospectus exempted
document.

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available on EQ's and Bidco's websites at
https://investors.equiniti.com/investors and
https://siris.com/equintidocuments respectively by no later than 12 noon
(London time) on the Business Day following the publication of this
announcement. For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this announcement.

 

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