EQN.L Regulatory News (EQN)

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

4 October 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"))

Financing update

On 27 May 2021, EQ and Bidco announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of EQ (the "EQ Acquisition"). It is intended that the EQ Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The shareholder circular relating to the Scheme (the "Scheme Document") was sent, or made available, to EQ Shareholders on 21 June 2021. Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

On 19 July 2021, the Scheme was approved by the Scheme Shareholders at the Court Meeting and the Special Resolution relating to the implementation of the Scheme was approved by the EQ Shareholders at the General Meeting. The Scheme remains subject to the satisfaction of the remaining Conditions and further terms, as set out in the Scheme Document.

On 5 July 2021, Bidco announced that Orbit Private Holdings I Ltd ("OPHI"), a subsidiary undertaking of Orbit Private Investments, L.P. (the ultimate parent undertaking of Bidco), entered into an agreement and plan of merger with Armor Holdco, Inc. ("AST") and Armor Acquisition LLC for the acquisition of AST and its U.S. subsidiaries, which include American Stock Transfer & Trust Company, LLC (the "AST Acquisition"). Pursuant to the merger agreement, it is intended that Asteroid Private Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of OPHI, will merge with and into AST.

Financing update

As set out in the Scheme Document, Bidco is party as borrower to the Interim Facilities Agreement and has the benefit of the Interim Bridge Facility, pursuant to which certain lenders have made available £495,000,000 on a customary "certain funds" basis to be used to finance (among other things) the consideration payable for the EQ Acquisition. However, in order to facilitate the EQ Acquisition and the AST Acquisition being financed on a combined basis, it is proposed that Merger Sub:

- obtains US$1,075m in senior secured first lien loan facilities comprising a US$900m term loan facility (the "Term Loan") and a $175m revolving credit facility; and

- issues US$350m in "Rule 144A-for-life" senior unsecured notes (the "Notes").

A group of lenders comprising Goldman Sachs, Bank of America, Deutsche Bank and Lloyds (the "Lenders") have committed to make available the Term Loan and to act as joint book-running managers in relation to the Notes. It is proposed that the Lenders' commitments under the Term Loan be syndicated to third party lenders and/or debt investors (the "Syndication") and that a private placement be carried out in relation to the Notes (the "Private Placement"). In order to facilitate the Syndication and the Private Placement, Bidco has (in consultation with the Lenders) prepared an investor presentation to be provided to potential syndicatees of the Term Loan and purchasers of Notes (the "Investor Presentation").

Rule 20 disclosure

In accordance with Rule 20 of the Code, copies of the Investor Presentation will be made available on the EQ website at https://investors.equiniti.com/investors and the Siris website at https://siris.com/equintidocuments by not later than 12:00 noon (London time) on the business day immediately following the date of this announcement. The Scheme Document has already been made available on the EQ website and the Siris website. It is expected that Offering Memorandum and Information Memorandum documentation in respect of the Syndication and/or Notes, which are expected to be published in the next 3 weeks, will similarly be made available on the EQ website and Siris website promptly upon their respective publications. 

Enquiries:

Notice related to financial advisers

Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for 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 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 Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Siris and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than 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.

Disclosure requirements of the Takeover Code (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, 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 www.theTakeover Panel.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 Takeover 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 a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.siris.com/equintidocuments by not later than 12:00 noon (London time) on the business day immediately following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, 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 this announcement or otherwise. 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. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of EQ who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of EQ who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirement.