TIDMEQLS
RNS Number : 0806S
Equals Group PLC
01 November 2023
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, NOR AS TO THE TERMS
ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018.
FOR IMMEDIATE RELEASE 01/11/2023
Equals Group plc
Response to market speculation
The Board of Equals Group plc ("Equals" or the "Company") (AIM:
EQLS ) notes the recent market speculation, and confirms that it is
conducting a review of the Company's strategic options (the
"Strategic Review"). As part of this process, the Company has
contacted a limited number of potential counterparties including
Fleetcor Europe Limited and Madison Dearborn Partners, LLC to
assess whether such parties could put forward a proposal that would
deliver greater value to Equals' shareholders than pursuing a
standalone independent strategy. Any such proposal could include an
offer for the entire issued and to be issued share capital of the
Company.
The Board remains confident in the long-term prospects of the
business and believes that the Company is well positioned to create
significant value for shareholders as an independent company.
Current trading remains in line with the Board's expectations.
There can be no certainty that any changes will result from the
Strategic Review. There can be no certainty that any firm offer for
the Company will be made, nor as to the terms on which any firm
offer, if made, might be made. Shareholders are advised to take no
action at this time .
A further announcement will be made when appropriate.
In accordance with Rule 2.6(a) of the Takeover Code, by not
later than 5.00 pm on 29 November 2023, each of Fleetcor Europe
Limited and Madison Dearborn Partners, LLC must either announce a
firm intention to make an offer for Equals under Rule 2.7 of the
Takeover Code or announce that it does not intend to make an offer
for Equals, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Takeover Code applies. This
deadline will only be extended with the consent of the Takeover
Panel in accordance with Rule 2.6(c) of the Takeover Code.
As a consequence of this announcement, an 'offer period' has now
commenced in respect of the Company in accordance with the Code,
and the attention of shareholders is drawn to the disclosure
requirements of Rule 8 of the Code, which are summarised below.
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 & Joint Broker to Equals) +44 (0) 20 7523 8000
Max Hartley / Harry Rees
Peel Hunt LLP (Joint Broker to Equals) +44 (0) 20 7418 8900
Paul Shackleton / John Welch
Buchanan (Financial Communications for Equals) +44 (0) 20 7466
5000
Henry Harrison-Topham / Stephanie Whitmore / Toto Berger
RULE 26.1 INFORMATION
In accordance with Rule 26.1 of the Code, a copy of this
announcement will, subject to certain restrictions relating to
persons resident in restricted jurisdictions, be available at
https://www.equalsplc.com/content/investors by no later than 12
noon on the first business day following the date of this
announcement. For the avoidance of doubt, the content of the
website referred to above is not incorporated into and does not
form part of this announcement.
IMPORTANT NOTICES
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws and
regulations of other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Canaccord Genuity, which is authorised and regulated by the
Financial Conduct Authority ("FCA") in the United Kingdom, is
acting financial adviser exclusively for Equals and no-one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than Equals for providing the
protections afforded to clients of Canaccord Genuity nor for
providing advice in relation to a potential acquisition of Equals
or any other matters referred to herein. Neither Canaccord Genuity
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Canaccord Genuity in connection with this
announcement, any statement contained herein, to a potential
acquisition of Equals or otherwise.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Equals and no one else in connection with the matters
set out in this announcement and will not be responsible to anyone
other than Equals for providing the protections afforded to clients
of Lazard nor for providing advice in relation to the matters set
out in this announcement. Neither Lazard nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Lazard
in connection with this announcement, any statement contained
herein or otherwise.
The person responsible for arranging for the release of this
announcement on behalf of Equals is Richard Cooper , Chief
Financial Officer.
RULE 2.9 INFORMATION
In accordance with Rule 2.9 of the Code, the Company confirms
that, as at close of business on 31 October 2023, its issued share
capital (excluding treasury shares) consisted of 185,731,589
ordinary shares of 1 pence each, with ISIN GB00BLS0XX25, which
carry voting rights of one vote per share.
DISCLOSURE REQUIREMENTS OF THE CODE
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 not later than
3.30 p.m. (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by not later
than 3.30 p.m. (London time) on the 10(th) 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 per cent. 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(s), 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 not later than 3.30 p.m.
(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 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.
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END
SPCFZMGMFMRGFZM
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November 01, 2023 09:39 ET (13:39 GMT)
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