TIDMEQN
RNS Number : 0357V
Equiniti Group PLC
08 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
8 December 2021
Equiniti Group plc ("EQ" or the "Company")
Rule 2.9 Announcement
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers (the "Code") and Listing Rule 9.6.4, the Company confirms
that, as at the close of business on 8 December 2021, it had in
issue 373,352,990 ordinary shares of GBP0.001 each with ISIN number
GB00BYWWHR75, following the issue of 5,595,906 ordinary shares on 8
December 2021 to satisfy the vesting/exercise of awards/options
granted under the Company's employee share plans.
The Company holds no shares in treasury.
The total number of shares attracting voting rights in the
Company is therefore 373,352,990. The above figure may be used by
shareholders to determine the percentage of issued share capital
they hold in the Company and if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Further information
Enquiries:
Abernathy Macgregor (media adviser to Bidco
and Siris)
Dana Gorman +1 212 371 5999
Blair Hennessy
Greenhill (lead financial adviser to Bidco and
Siris)
David Wyles +44 20 7198 7400
James Babski
Dean Rodrigues
Goldman Sachs International (joint financial
adviser to Bidco and Siris)
Chris Emmerson +44 20 7774 1000
Ben Maiden
Equiniti
Paul Lynam +44 207 469 1902
Andrew Peeler
Tulchan Communications LLP (media adviser to
EQ)
Martin Robinson +44 20 7353 4200
Olivia Peters
Rothschild & Co (lead financial adviser to EQ)
John Deans +44 20 7280 5000
Neil Thwaites
Alexander Mitteregger
Citi (joint financial adviser and corporate
broker to EQ)
Alex de Souza +44 20 7986 4000
Luke Spells
Christopher Wren
Barclays (corporate broker to EQ)
Andrew Tusa
Stuart Jempson +44 20 7623 2323
Wachtell, Lipton, Rosen & Katz and Macfarlanes LLP are
retained as (respectively) US and UK legal advisers to Siris and
Bidco. Linklaters LLP is retained as legal adviser to EQ.
Important Notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority ("FCA") in the UK, is acting exclusively for EQ and for
no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters referred to in this announcement and will
not be responsible to anyone other than EQ for providing the
protections afforded to its clients in relation to the Acquisition
or any other matter or arrangement referred to in this
announcement.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority ("PRA") and regulated in the
UK by the FCA and the PRA, is acting as financial adviser for EQ
and for no one else in connection with the Acquisition and will not
be responsible to anyone other than EQ for providing the
protections afforded to clients of Citi nor for providing advice in
connection with the Acquisition, or any other matters referred to
in this announcement. Neither Citi nor any of its affiliates,
directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Citi in
connection with this announcement, any statement contained herein,
the Acquisition or otherwise.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated in the
UK by the FCA and the PRA, is acting exclusively for EQ and no one
else in connection with the Acquisition and will not be responsible
to anyone other than EQ for providing the protections afforded to
clients of Barclays nor for providing advice in relation to the
Acquisition or any other matter referred to in this
announcement.
Greenhill & Co. International LLP ("Greenhill"), which is
authorised and regulated by the FCA in the UK, is acting
exclusively for Bidco and Siris and for no one else in connection
with the matters set out in this announcement and will not be
responsible to anyone other than Bidco and Siris for providing the
protections afforded to clients of Greenhill, nor for providing
advice in relation to the matters set out in this announcement.
Goldman Sachs International ("Goldman Sachs"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
UK, is acting exclusively for Bidco and Siris and for no one else
in connection with the matters referred to in this announcement and
will not be responsible to anyone other than Bidco and Siris for
providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in relation to the matters
referred to in this announcement.
This announcement is for information purposes only, and is not
intended to, and does not, constitute or form part of, any offer or
inducement to sell or an invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of EQ in any jurisdiction in contravention of applicable
law. Any offer, if made, will be made solely by certain offer
documentation which will contain the full terms and conditions of
any offer, including details of how it may be accepted.
This announcement does not constitute a prospectus or prospectus
exempted document.
Overseas jurisdictions
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and the availability
of the Acquisition to EQ Shareholders who are not resident in the
UK may be affected by the laws of the relevant jurisdictions in
which they are resident. Persons who are not resident in the UK or
who are subject to other jurisdictions should inform themselves of,
and observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Scheme by any such means from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
Notice to EQ Shareholders in the US
In the event that the Acquisition is implemented by way of a
Takeover Offer and extended into the US, Bidco will do so in
satisfaction of the procedural and filing requirements of the US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of an English company and it is
proposed to be made by means of a scheme of arrangement provided
for under English law. The Scheme will relate to the shares of an
English company that is a "foreign private issuer" as defined under
Rule 3b-4 under the US Exchange Act. A transaction effected by
means of a scheme of arrangement is not subject to the shareholder
vote, proxy solicitation and tender offer rules under the US
Exchange Act. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the UK to schemes
of arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy solicitation and tender
offer rules.
Financial statements, and all financial information included in
the relevant documentation, will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial statements of US companies or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles. However, if Bidco
were to elect to implement the Acquisition by means of a Takeover
Offer, such Takeover Offer shall be made in compliance with
applicable UK and US securities laws and regulations, including the
US tender offer rules. Such Takeover Offer would be made in the US
by Bidco and no one else. In addition to any such Takeover Offer,
Bidco, certain affiliated companies and the nominees or brokers
(acting as agents) may make certain purchases of, or arrangements
to purchase, shares in EQ outside such Takeover Offer during the
period in which such Takeover Offer would remain open for
acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at www.londonstockexchange.com. If
such purchases or arrangements to purchase are made they would
be made outside the US in compliance with applicable law, including
the US Exchange Act.
The receipt of consideration by a US holder for the transfer of
its EQ Shares pursuant to the Scheme may have tax consequences in
the US and such consequences, if any, are not described herein.
Each EQ Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to them, including under applicable US
state and local, as well as overseas and other, tax laws.
EQ and Bidco are both incorporated under the laws of England and
Wales. Some or all of the officers and directors of EQ are
residents of countries other than the US. In addition, some of the
assets of Bidco and EQ are located outside the US. As a result, it
may be difficult for US holders of EQ Shares to enforce their
rights and any claim arising out of the US federal laws or to
enforce against them a judgment of a US court predicated upon the
securities laws of the UK. US holders of EQ Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement) may contain certain
"forward-looking statements" with respect to Bidco or EQ. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often, but do not always, use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Bidco's, EQ's, any member of the Bidco Group's or any member of the
EQ Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and government regulation on Bidco's, EQ's, any member of the Bidco
Group's or any member of the EQ Group's business. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or developments to differ materially from those
expressed in or implied by such forward-looking statements.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, these
forward-looking statements involve known and unknown risks,
uncertainties that could significantly affect expected results and
are based on certain key assumptions and other factors which may
cause actual results, performance or developments to differ
materially from those expressed in or implied by such
forward-looking statements.
These factors include, but are not limited to, the satisfaction
of the conditions to the Acquisition, as well as additional
factors, such as changes in political and economic conditions,
changes in the level of capital investment, retention of key
employees, changes in customer habits, success of business and
operating initiatives and restructuring objectives, impact of any
acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures,
changes in the regulatory environment, fluctuations of interest
and/or exchange rates and the outcome of any litigation.
These forward-looking statements are based on numerous
assumptions regarding present and future strategies and
environments. You are cautioned not to place any reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to Siris, Bidco or EQ or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement.
None of Siris, Bidco, EQ, or any of their respective associates
or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur.
Siris, Bidco and EQ assume no obligation to update publicly or
revise forward-looking or other statements contained in this
announcement, whether as a result of new information, future events
or otherwise, except to the extent legally required.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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% 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 no later than 3.30 pm (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 http://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 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.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available on EQ's and Bidco's websites at
https://investors.equiniti.com/investors and
https://siris.com/equintidocuments respectively by no later than 12
noon (London time) on the Business Day following the publication of
this announcement. For the avoidance of doubt, the contents of
these websites are not incorporated into and do not form part of
this announcement.
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END
RTTEAXAPEELFFFA
(END) Dow Jones Newswires
December 08, 2021 12:07 ET (17:07 GMT)
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