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Monday 19 April, 2021

Siris Capital Group

Statement regarding Equiniti Group PLC

RNS Number : 8110V
Siris Capital Group, LLC
19 April 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

 

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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

19 April 2021

Siris Capital Group LLC ("Siris")

 

Statement regarding Equiniti Group PLC ("Equiniti")

 

Siris notes recent press speculation regarding Equiniti and confirms that it has submitted a non-binding proposal to acquire the entire issued and to be issued share capital of Equiniti for a cash consideration of 170 pence per share (the "Proposal"). The Proposal also sets out what Siris believes to be a highly deliverable process and timetable to allow it to make a binding proposal under Rule 2.7 of the Code.  

 

Further announcements will be made in due course, but there can be no certainty that a formal offer will be made.

 

As required by Rule 2.6(a) of the Code, Siris is required, by not later than 5.00 p.m. (London time) on 17 May 2021, either to announce a firm intention to make an offer for Equiniti in accordance with Rule 2.7 of the Code or to 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 deadline may be extended with the consent of the Takeover 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 Equiniti;

 

b)   if Equiniti 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 Proposal and / or other offer terms;

 

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

 

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

 

 

Enquiries:

 

 Abernathy Macgregor (Media)

 Dana Gorman

+1 212 371 5999

 

 

 Greenhill

 David Wyles

 James Babski

 Dean Rodrigues

+44 20 7198 7400

 

 

 Goldman Sachs

 Chris Emmerson

 Ben Maiden

+44 20 7774 1000

 

Notice related to financial advisers

 

Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for 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 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 Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Siris and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than 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.

 

Disclosure requirements of the Takeover 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.theTakeover Panel.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.

 

Publication on a website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.siris.com by not later than 12:00 noon (London time) on the business day immediately 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 Equiniti 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 Equiniti who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirement.

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