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.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR
IMMEDIATE
RELEASE
10
July 2024
Equals Group
plc
("Equals", the
"Group" or the
"Company")
Strategic Review Update and
extension of PUSU Deadline
Strategic Review
Update
Further to previous announcements in
relation to its review of Equals' strategic
options (the "Strategic
Review"), the Board of Equals confirms that it has 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").
The improved Proposal follows a
series of prior proposals from the Consortium and remains subject
to the completion of ongoing final due diligence, which Equals is
facilitating, and finalisation of acquisition financing by the
Consortium. A further update will be provided in due
course.
PUSU
Extension
In order to allow further time for
the Board to consider the Proposal, and for the Consortium to
complete due diligence and arrange acquisition financing, the Board
of Equals has requested that the Panel on Takeovers and Mergers
(the "Panel") extends the
current deadline of 5.00 pm on 10 July 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 7 August 2024, 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
Buchanan (Financial Communications for
Equals)
+44 (0) 20 7466 5000
Henry Harrison-Topham / Toto Berger
/ Stephanie Whitmore