Equiniti Group PLC

Equiniti Group plc Revised Proposal

RNS Number : 7927W
Equiniti Group PLC
28 April 2021
 

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

28 April 2021

Equiniti Group plc

Revised proposal

The Board of Equiniti Group plc (the "Board", "EQ" or the "Company") announces that following discussions with Siris Capital Group, LLC ("Siris") it has received a revised non-binding proposal from Siris to acquire the entire issued and to be issued share capital of EQ for 180 pence per share in cash (the "Revised Proposal").

The Board of EQ, which is being advised by Rothschild & Co and Citi, has considered the Revised Proposal and has confirmed to Siris that it would be minded to recommend a firm offer for EQ to EQ shareholders if made by Siris on the financial terms of the Revised Proposal (subject to agreement of other customary terms and conditions).

The announcement of any firm offer is conditional on satisfaction or waiver by Siris of a number of pre-conditions including completion of confirmatory due diligence. Accordingly, EQ has granted Siris access to relevant due diligence information in order to facilitate satisfaction of this pre-condition. EQ, and its advisers, and Siris, and its advisers, have agreed to work closely together to complete Siris's confirmatory due diligence as soon as practicable.

The person responsible for arranging the release of this announcement on behalf of EQ is Matthew Jones for and on behalf of Prism Cosec Limited, Company Secretary.

Important Takeover Code notes

This announcement has been made with the consent of Siris. There can be no certainty that any offer will be made even if the pre-conditions referred to above are satisfied or waived.

In accordance with Rule 2.6(a) of the Code, Siris is required, by not later than 5.00 p.m. on 17 May 2021, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

Pursuant to Rule 2.5 of the Code, Siris reserves the right to vary the form and / or mix of the offer consideration set out in this announcement. Siris also reserves the right to make the offer at a lower value:

a)  with the recommendation or consent of the Board of EQ;

b)  if EQ announces, declares or pays any dividend or any other distribution or return of value to shareholders, in which case Siris reserves the right to make an equivalent reduction to the Revised Proposal and / or other offer terms;

c)  following the announcement by EQ of a whitewash transaction pursuant to the Code; or

d)  if a third party announces a firm intention to make an offer for EQ pursuant to Rule 2.7 of the Code which, at that date, is valued at a lower price than the Revised Proposal referred to above.

 

Media enquiries:

Tulchan Communications LLP

Martin Robinson

Olivia Peters

 

+44 (0) 20 7353 4200

Important notice related to financial advisers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for EQ and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than EQ for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Citigroup Global Markets Limited ("Citi"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the UK by the Financial Conduct Authority ("FCA") and the PRA, is acting as financial adviser for EQ and for no one else in connection with the matters described in this announcement, the Revised Proposal, 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 Revised Proposal, 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 Revised Proposal or otherwise.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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% 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, 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 no later than 3.30 pm (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, 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 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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.equiniti.com/uk by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, 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 this announcement or otherwise. 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. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of EQ who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of EQ who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.

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 [email protected] or visit 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.
 
END
 
 
OFDSESESWEFSEIL