10 Dec 2021 07:00
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.