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
4
September 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 (the
"Proposal").
On 7 August 2024 the Board announced
that the Consortium had substantially completed its due diligence
and was progressing in discussions with its preferred party with
respect to the financing of the Proposal. Such discussions, now at
an advanced stage, continue to progress in relation to a fully
equity financed bid, backed by TowerBrook and J.C. Flowers &
Co. LLC ("J.C. Flowers").
Accordingly, the Consortium now includes J.C. Flowers.
PUSU
Extension
In order to allow further time for
the Consortium to complete its due diligence and agree acquisition
financing arrangements, the Board of Equals has requested that the
Panel on Takeovers and Mergers (the "Panel") extends the current deadline
of 5.00 pm on 4 September 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 2 October 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