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
15
May 2024
Equals Group
plc
("Equals", the "Group" or the "Company")
Strategic Review Update and
extension of PUSU Deadline
Strategic Review
Update
On 1 November 2023 the Board of
Equals 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
("MDP"), 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").
On 20 March 2024 Equals announced it
had received an indicative non-binding proposal from a consortium
(the "Consortium")
comprising Embedded Finance Limited ("Railsr") and TowerBrook Capital
Partners (U.K.) LLP ("Towerbrook") regarding a possible
offer for the entire issued and to be issued share capital of
Equals.
Whilst the Board recognises the time
elapsed since the commencement of the Strategic Review, having now
received indicative non-binding proposals from both MDP and the
Consortium, it considers it to be in the best interests of
shareholders that the Strategic Review remains ongoing to allow
further time for it to reach its conclusion.
PUSU
Extension
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, MDP must either announce a
firm intention to make an offer for Equals under Rule 2.7 of the
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 Code applies (the "PUSU Deadline"). That deadline was
subsequently extended on a number of occasions, most recently to
5.00 pm on 15 May 2024, as announced on 17 April 2024.
The announcement of 20 March 2024
regarding the Consortium stated that, in accordance with Rule
2.6(a) of the Code, by not later than 5.00 pm on 17 April 2024, the
Consortium must either announce a firm intention to make an offer
for Equals under Rule 2.7 of the 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 Code
applies. As with MDP, this deadline was subsequently extended to
5.00 pm on 15 May 2024, as announced on 17 April 2024.
As part of the Strategic Review,
discussions and due diligence are advancing between Equals and each
of MDP and the Consortium and, to allow further time for these
discussions and due diligence 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, each of MDP and the Consortium are
required, by not later than 5.00 pm on 12 June 2024, either to
announce a firm intention to make an offer in accordance with Rule
2.7 of the Code or to announce that they do 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