TIDMEQN
RNS Number : 2011V
Equiniti Group PLC
09 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
9 December 2021
RECOMMENDED CASH ACQUISITION
of
Equiniti Group plc ("EQ")
by
Earth Private Holdings Ltd ("Bidco")
(a newly-formed company owned by funds
managed or advised by Siris Capital Group, LLC ("Siris"))
Completion of Acquisition by Bidco
EQ and Bidco are pleased to announce that the Scheme has now
become effective and the entire issued ordinary share capital of EQ
is owned by Bidco.
EQ Shareholders on the register at the Scheme Record Time, being
6.30 p.m. on 9 December 2021, will receive 180 pence for each
Scheme Share.
Suspension of dealings in EQ shares
The listing of EQ shares on the premium segment of the Official
List and the admission to trading of EQ Shares on the London Stock
Exchange's Main Market will be suspended with effect from 7.30 a.m.
on 10 December 2021.
Delisting of EQ
An application has been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the cancellation of
EQ's listing on the premium listing segment of the Official List
and the trading of EQ Shares on the London Stock Exchange's Main
Market, which is expected to take place by 8.00 a.m. on 13 December
2021.
Settlement
The latest date for the despatch of cheques, despatch of
electronic payments and crediting of CREST accounts for cash
consideration under the Scheme is 23 December 2021.
Cash consideration due under the Scheme in relation to the sale
of fractional entitlements will be settled via CREST (for
uncertificated Scheme Shareholders) or by cheque (for certificated
Scheme Shareholders) within 14 days of the Effective Date.
As a result of the Scheme having become Effective, share
certificates in respect of EQ Shares have ceased to be valid
documents of title and entitlements to EQ Shares held in
uncertificated form in CREST have been cancelled.
Director resignations
As set out in the Scheme Document dated 21 June 2021, each of
the EQ Non-Executive Directors has resigned as a director of EQ
with effect from the Effective Date.
Other
All references to times in this announcement are to London time,
unless otherwise stated.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document dated 21 June 2021.
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.
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.
This information is provided by RNS, the news service of the
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END
OUPDKCBPFBDDFBK
(END) Dow Jones Newswires
December 10, 2021 01:59 ET (06:59 GMT)
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