TIDMEQN
RNS Number : 7534T
Equiniti Group PLC
17 October 2017
Equiniti Group plc
Incorporated in England and Wales
Registration number: 07090427
LEI: 213800TS721HGE2JIV94
ISIN: GB00BYWWHR75
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF NEW SHARES. NOTHING IN THIS ANNOUNCEMENT
SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE.
ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR
OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON THE BASIS
OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE
REGISTERED OFFICE OF EQUINITI GROUP PLC AND ON ITS WEBSITE AT
WWW.EQUINITI.COM.
17 October 2017
RESULTS OF RIGHTS ISSUE
On 28 September 2017, Equiniti Group plc announced that a 3 for
14 Rights Issue of 64,309,234 New Shares at a price of 190p per New
Share were to be admitted, nil paid, to trading on the London Stock
Exchange at 8.00 a.m. on 29 September 2017. Today, Equiniti Group
plc announces that, by the latest time and date for receipt of
valid acceptances (being 11.00 a.m. (London time) on 16 October
2017) it had received valid acceptances in respect of 62,658,832
New Shares, representing approximately 97.43 per cent. of the total
number of New Shares offered to Qualifying Shareholders pursuant to
the Rights Issue.
It is expected that the New Shares in uncertificated form will
be credited to CREST accounts as soon as practicable after 8.00
a.m. today, and that definitive share certificates in respect of
the New Shares will be dispatched to Qualifying Non CREST
Shareholders that have taken up their Rights by no later than 24
October 2017.
It is expected that the New Shares will commence trading fully
paid on the London Stock Exchange's main market for listed
securities from 8.00 a.m. (London time) today, 17 October 2017.
In accordance with their obligations under the Underwriting
Agreement in respect of the Rights Issue, Citi and Barclays will
use their respective reasonable endeavours to procure subscribers
for 1,650,136 New Shares for which valid acceptances were not
received in the Rights Issue (the "Non Accepted Shares") and for
266 New Shares representing fractional entitlements arising under
the Rights Issue (the "Fractional Entitlement Shares"). This
amounts to 1,650,402 New Shares. The net proceeds from the placing
of the Non Accepted Shares, after deduction of the Issue Price of
190p per New Share and the expenses of procuring subscribers
(including any brokerage and commissions and value added tax
thereon), will be paid (without interest) by cheque to Qualifying
Shareholders who have not taken up their entitlements pro rata to
their lapsed provisional allotments, save that individual amounts
of less than GBP5 will not be paid to such persons but will be
aggregated and retained for the benefit of Equiniti. The net
proceeds from the sale of the Fractional Entitlement Shares will
accrue for the benefit of the Company.
If and to the extent that subscribers cannot be procured on the
basis outlined above, the remaining underwritten New Shares will be
subscribed for by the Underwriters or by the sub-underwriters (if
any) procured by Citi and Barclays, in each case at the Issue Price
of 190p per New Share, on the terms and subject to the conditions
of the Underwriting Agreement.
A further announcement as to the number of New Shares for which
subscribers have been procured by Citi and Barclays will be made in
due course.
For further details, please refer to the prospectus published by
the Company on 12 September 2017 (the "Prospectus") which is
available on the Company's website www.equiniti.com. However the
Prospectus is not, subject to certain exceptions, available
(whether through the website or otherwise) in the United States or
any other Excluded Territory.
This Announcement will be available on the Company's website
http://investors.equiniti.com/investors as soon as practicable.
Defined terms used herein have the meaning given to them in the
"Definitions / Glossary" section at the end of this
announcement.
Enquiries and further information:
Analyst/Investor enquiries:
Equiniti Group plc
Guy Wakeley, Chief Executive +44 (0) 20 7469 1811
John Stier, Chief Financial
Officer
Frances Gibbons, Head of
Investor Relations
Kathy Cong, Company Secretary
Greenhill & Co. International LLP - Lead Financial
Adviser and Joint Sponsor
Ed Welsh +44 (0) 20 7198 7400
Kirk Wilson
David Wyles
Michael Lord
Citigroup Global Markets Limited - Joint Financial
Adviser, Joint Sponsor, Joint Global Co-ordinator
and Joint Bookrunner
Alex De Souza +44 (0) 20 7986 4000
Alex Carter
Christopher Wren
Barclays Bank PLC - Joint Global Co-ordinator
and Joint Bookrunner
Richard Probert +44 (0) 20 7623 2323
Lawrence Jamieson
Stuart Jempson
Media enquiries:
Temple Bar Advisory
Alex Child-Villiers +44 (0) 7795 425 580
Will Barker +44 (0) 7827 960 151
IMPORTANT NOTICE
This Announcement has been issued by, and is the sole
responsibility of, Equiniti. No representation or warranty, express
or implied, is or will be made by, or in relation to, and no
responsibility or liability is or will be accepted by Greenhill
& Co. International LLP ("Greenhill"), Citigroup Global Markets
Limited ("Citi") and Barclays Bank PLC ("Barclays"), or by any of
their respective affiliates or agents or by any advisor to Equiniti
or by any of their affiliates or agents as to or in relation to the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any responsibility or
liability therefore is expressly disclaimed.
This Announcement is not a prospectus but an advertisement and
investors should not acquire any Nil Paid Rights, Fully Paid Rights
or New Shares referred to in this Announcement except on the basis
of the information contained in the Prospectus published by
Equiniti in connection with the Rights Issue. The information
contained in this Announcement is for background purposes only and
does not purport to be full or complete. The information in this
Announcement is subject to change.
A copy of the Prospectus is available from the registered office
of Equiniti and on Equiniti's website at www.equiniti.com. Provided
that the Prospectus is not, subject to certain exceptions,
available (whether through the website or otherwise) to
Shareholders in the United States, Australia, Canada, Japan or any
jurisdiction in which it would be unlawful to do so (each an
"Excluded Territory").
Neither the content of Equiniti's website nor any website
accessible by hyperlinks on Equiniti's website is incorporated in,
or forms part of, this Announcement. The Prospectus gives further
details of the New Shares, the Nil Paid Rights and the Fully Paid
Rights being offered pursuant to the Rights Issue.
The distribution of this Announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this Announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this Announcement, the Prospectus and the
Provisional Allotment Letters should not be distributed, forwarded
to or transmitted in or into the United States or any other
Excluded Territory.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Shares or to take up any entitlements to Nil Paid Rights in any
jurisdiction. No offer or invitation to purchase or subscribe for,
or any solicitation to purchase or subscribe for, Nil Paid Rights,
Fully Paid Rights or New Shares or to take up any entitlements to
Nil Paid Rights will be made in any jurisdiction in which such an
offer or solicitation is unlawful. The information contained in
this Announcement is not for release, publication or distribution
to persons in the United States or any other Excluded Territory,
and should not be distributed, forwarded to or transmitted in or
into any jurisdiction, where to do so might constitute a violation
of local securities laws or regulations.
The Nil Paid Rights, the Fully Paid Rights, the New Shares and
the Provisional Allotment Letters have not been and will not be
registered under the Securities Act or under any securities laws of
any state or other jurisdiction of the United States and may not be
offered, sold, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, within the United States
except pursuant to an applicable exemption from or in a transaction
not subject to the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. There will be no public
offer of the Nil Paid Rights, the Fully Paid Rights or the New
Shares in the United States.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investors options with respect to the Rights Issue.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this Announcement are not to be construed as legal, business,
financial or tax advice. Each Shareholder or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
The information contained herein is not for publication or
distribution, directly or indirectly, in or into the United States.
This Announcement does not contain or constitute an offer for sale
or the solicitation of an offer to purchase securities in the
United States. Any securities referred to herein have not been and
will not be registered under the Securities Act, and may not be
offered or sold in the United States absent registration under the
Securities Act or an available exemption from, or transaction not
subject to, the registration requirements of the Securities
Act.
To the extent available, the industry and market data contained
in this Announcement has come from official or third party sources.
Third party industry publications, studies and surveys generally
state that the data contained therein have been obtained from
sources believed to be reliable, but that there is no guarantee of
the accuracy or completeness of such data. The Company has not
independently verified the data contained therein. In addition,
certain industry and market data contained in this Announcement
come from the Company's own internal research and estimates based
on the knowledge and experience of the Company's management in the
market in which the Company operates. While the Company believes
that such research and estimates are reasonable and reliable, they,
and their underlying methodology and assumptions, have not been
verified by any independent source for accuracy or completeness and
are subject to change without notice. Accordingly, undue reliance
should not be placed on any of the industry or market data
contained in this Announcement.
Notice to all investors
Greenhill is authorised and regulated by the FCA in the United
Kingdom. Greenhill is acting for the Company and no one else in
connection with this Announcement and the Acquisition and will not
regard any other person as a client in relation this Announcement
and the Acquisition and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients, nor for providing advice in connection with
this Announcement, the Acquisition or any other matter, transaction
or arrangement referred to herein.
Citi and Barclays which are authorised by the PRA and regulated
by the FCA and the PRA in the United Kingdom, are acting solely for
the Company and no one else in connection with this Announcement
and the Acquisition and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Citi or Barclays, respectively, nor for providing advice in
relation to this Announcement or the Acquisition. Neither Citi,
Barclays, nor any of their respective subsidiaries, branches or
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 Citi or Barclays, respectively, in connection with this
Announcement, the Acquisition, any statement contained in this
Announcement or otherwise.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Greenhill, Citi or Barclays under FSMA or the
regulatory regime established thereunder, Greenhill, Citi and
Barclays accept no responsibility whatsoever for the contents of
this Announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with Equiniti, the Nil
Paid Rights, the Fully Paid Rights, the New Shares, the Acquisition
or the Rights Issue or any other matter referred to herein. Subject
to applicable law, each of Greenhill, Citi and Barclays accordingly
disclaims, to the fullest extent permitted by law, all and any
liability whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have in respect of this
Announcement or any such statement.
No person has been authorised to give any information or to make
any representation other than those contained in this Announcement
and the Prospectus and, if given or made, such information or
representations must not be relied on as having been authorised by
Greenhill, Citi or Barclays. Subject to the Listing Rules, the
Prospectus Rules and the Disclosure and Transparency Rules, the
issue of this Announcement shall not, in any circumstances, create
any implications that there has been no change in the affairs of
Equiniti since the date of this Announcement or that the
information in it is correct as at any subsequent date.
Citi or Barclays may, in accordance with applicable laws and
regulations, engage in transactions in relation to the Provisional
Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the
New Shares and/or related instruments for their own account for the
purpose of hedging their underwriting exposure or otherwise. Except
as required by applicable laws or regulations, neither Citi nor
Barclays propose to make any public disclosure in relation to such
transactions.
Cautionary statement regarding forward-looking statements
This Announcement may contain certain forward-looking
statements, beliefs or opinions, with respect to the financial
condition, results of operations and business of Equiniti, WFSS and
Equiniti and its subsidiary undertakings, and, where the context
requires, its associated undertakings, following the completion of
the Acquisition (the "Enlarged Group").
These statements, which contain the words "anticipate",
"believe", "intend", "estimate", "expect", "may", "will", "seek",
"continue", "aim", target", "projected", "plan", "goal," "achieve"
and words of similar meaning, reflect the Company's beliefs and
expectations and are based on numerous assumptions regarding the
Company's present and future business strategies and the
environment the Company and the Enlarged Group will operate in and
are subject to risks and uncertainties that may cause actual
results to differ materially. No representation is made that any of
these statements or forecasts will come to pass or that any
forecast results will be achieved. Forward-looking statements
involve inherent known and unknown risks, uncertainties and
contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause
the actual results, performance or achievements of the Company or
the Enlarged Group to be materially different from those expressed
or implied by such forward looking statements. Many of these risks
and uncertainties relate to factors that are beyond the Company's
or the Enlarged Group's ability to control or estimate precisely,
such as future market conditions, currency fluctuations, the
behaviour of other market participants, the actions of regulators
and other factors such as the Company's or the Enlarged Group's
ability to continue to obtain financing to meet its liquidity
needs, changes in the political, social and regulatory framework in
which the Company or WFSS operates or in economic or technological
trends or conditions. Past performance of the Company or WFSS
cannot be relied on as a guide to future performance. As a result,
you are cautioned not to place undue reliance on such
forward-looking statements. The list above is not exhaustive and
there are other factors that may cause the Company's or the
Enlarged Group's actual results to differ materially from the
forward-looking statements contained in this Announcement.
Forward-looking statements speak only as of their date and the
Company, its parent and subsidiary undertakings, the subsidiary
undertakings of such parent undertakings, Greenhill, Citi and
Barclays and any of their respective directors, officers,
employees, agents, affiliates or advisers expressly disclaim any
obligation to supplement, amend, update or revise any of the
forward-looking statements made herein, except where it would be
required to do so under applicable law.
You are advised to read this Announcement and the Prospectus in
their entirety for a further discussion of the factors that could
affect the Company's future performance. In light of these risks,
uncertainties and assumptions, the events described in the
forward-looking statements in this Announcement may not occur.
No statement in this Announcement is intended as a profit
forecast or a profit estimate and no statement in this Announcement
should be interpreted to mean that earnings per share of Equiniti
for the current or future financial years would necessarily match
or exceed the historical published earnings per share of
Equiniti.
APPENDIX - DEFINITIONS / GLOSSARY
"Acquisition" the proposed acquisition of WFSS
by Equiniti pursuant to the Purchase
and Assumption Agreement
"Announcement" this announcement and the contents
herein
"Barclays" Barclays Bank PLC
"Citi" Citigroup Global Markets Limited
"Enlarged Group" the Group following its acquisition
of WFSS
"Company" or "Equiniti" Equiniti Group plc
"Excluded Territories" Australia (subject to certain
limited exceptions), Canada and
South Africa
"FCA" the Financial Conduct Authority
acting in its capacity as the
competent authority for the purposes
of Part VI of the FSMA
"FSMA" the Financial Services and Markets
Act 2000, as amended
"Fully Paid Rights" rights to acquire New Shares,
fully paid
"Greenhill" Greenhill & Co. International
LLP
"Group" the Company and its subsidiary
undertakings
"Joint Bookrunners" Barclays and Citi
"Listing Rules" the listing rules of the Financial
Conduct Authority
"Ordinary Shares" the ordinary shares of GBP0.001
each in the capital of the Company
"New Shares" the new Ordinary Shares which
the Company will allot and issue
pursuant to the Rights Issue,
including, where appropriate,
the Provisional Allotment Letters,
the Nil Paid Rights and Fully
Paid Rights
"Nil Paid Rights" rights to acquire New Shares,
nil paid
"Provisional Allotment a provisional allotment letter
Letter" relating to Rights and the New
Shares
"Qualifying Non The Qualifying Shareholders holding
CREST Shareholders" Ordinary Shares in uncertificated
form;
"Qualifying Shareholders" holders of Existing Shares other
than, subject to certain limited
exceptions, those in Excluded
Territories
"Rights" Nil Paid Rights and Fully Paid
Rights
"Rights Issue" the offer of New Shares to Qualifying
Shareholders at the Issue Price
made pursuant to the Prospectus
"Underwriting Agreement" the underwriting agreement, dated
12 September 2017, between the
Company, Greenhill and the Joint
Bookrunners
"WFSS" Wells Fargo Share Registration
& Services business
This information is provided by RNS
The company news service from the London Stock Exchange
END
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