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
21 February 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 as part of this process, the
Company has 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 any
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
first extended to 5.00 pm on 27 December 2023, as announced by the
Company on 29 November 2023, and then extended to 5.00 pm on 24
January 2024, as announced on 27 December 2023, and then further
extended to 5.00 pm on 21 February 2024, as announced on 24 January
2024.
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 20 March 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
10th business day following the commencement of the
offer period and, if appropriate, by not later than 3.30 p.m.
(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 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.