TIDMEQLS
RNS Number : 6590A
Equals Group PLC
24 January 2024
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.
FOR IMMEDIATE RELEASE 24 January 2024
Equals Group plc
Strategic Review Update and extension of PUSU Deadline
On 1 November 2023 the Board of Equals Group plc ("Equals" or
the "Company") (AIM: EQLS ) announced that it is conducting a
review of the Company's strategic options (the "Strategic Review")
and that a s part of this process, the Company ha s contacted a
limited number of potential counterparties including 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 (the
"Strategic Review").
The Board also noted in its announcement of 1 November 2023 that
a ny such proposal could include an offer for the entire issued and
to be issued share capital of the Company and as such the effect of
the announcement was to commence an 'offer period' in respect of
the Company in accordance with the Takeover Code (the "Code").
Current trading continues to be in line with the Board's
expectations and the Board remains confident in the longer-term
growth prospects of the business.
The announcement of 1 November 2023 stated that, in accordance
with Rule 2.6(a) of the Code, by not later than 5.00 pm on 29
November 2023, 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 (the "PUSU
Deadline"). That deadline was subsequently extended to 5.00 pm on
27 December 2023, as announced by the Company on 29 November 2023,
and then further extended to 5.00 pm on 24 January 2024, as
announced on 27 December 2023.
As part of the Strategic Review, discussions are ongoing between
Equals and Madison Dearborn Partners LLC and, to allow further time
for these discussions to take place, the Board of Equals has
requested that the Panel on Takeovers and Mergers (the "Panel")
extends the PUSU Deadline further.
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, Madison
Dearborn Partners LLC is required, by not later than 5.00 pm on 21
February 2024, either to announce a firm intention to make an offer
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
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 either that an offer will be made nor
as to the terms of any offer, if made.
A further announcement will be made when appropriate.
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
Buchanan (Financial Communications for Equals) +44 (0) 20 7466
5000
Henry Harrison-Topham / Toto Berger / Stephanie Whitmore
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.
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.
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 rns@lseg.com 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
UPDPPURUGUPCGAW
(END) Dow Jones Newswires
January 24, 2024 02:00 ET (07:00 GMT)
Equals (LSE:EQLS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Equals (LSE:EQLS)
Historical Stock Chart
From Jul 2023 to Jul 2024