Strategic Review Update and PUSU Extension

Equals Group PLC

10 July 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE                                                                                        10 July 2024

Equals Group plc

("Equals", the "Group" or the "Company")

Strategic Review Update and extension of PUSU Deadline

Strategic Review Update

Further to previous announcements in relation to its review of Equals' strategic options (the "Strategic Review"), the Board of Equals confirms that it has received an improved indicative non-binding proposal from the consortium (the "Consortium") comprising Embedded Finance Limited ("Railsr") and TowerBrook Capital Partners (U.K.) LLP ("Towerbrook") regarding a possible all-cash offer for the entire issued and to be issued share capital of Equals at a price of 135 pence per Equals Share (the "Proposal").

The improved Proposal follows a series of prior proposals from the Consortium and remains subject to the completion of ongoing final due diligence, which Equals is facilitating, and finalisation of acquisition financing by the Consortium. A further update will be provided in due course.

PUSU Extension

In order to allow further time for the Board to consider the Proposal, and for the Consortium to complete due diligence and arrange acquisition financing, the Board of Equals has requested that the Panel on Takeovers and Mergers (the "Panel") extends the current deadline of 5.00 pm on 10 July 2024 by which time the Consortium must, in accordance with Rule 2.6(a) of the Code, either announce a firm intention to make an offer for the Company under Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies (the "PUSU Deadline").

In the light of this request, an extension has been granted by the Panel and, in accordance with Rule 2.6(a) of the Code, the Consortium is required, by not later than 5.00 pm on 7 August 2024, either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This revised PUSU Deadline may be extended with the consent of the Panel, at Equals' request, in accordance with Rule 2.6(c) of the Code.

There can be no certainty that an offer will be made.

In accordance with Rule 2.5(a) of the Code, the Consortium reserves the right to make an offer for Equals on less favourable terms than those set out in this announcement: (i) with the agreement or consent of the Board of Equals; or (ii) following the announcement by Equals of a Rule 9 waiver pursuant to the Code; or (iii) if a third party announces a firm intention to make an offer or a possible offer for Equals which, at that date, is on less favourable terms than those contemplated by the Proposal; or (iv) if Equals announces, declares, makes, or pays any dividend or any other distribution or return of value to shareholders, to make an equivalent reduction to the Proposal.

This announcement has been made with the consent of the Consortium.

For more information, please contact:

Equals                                                                                                        [phone]
Ian Strafford-Taylor / Richard Cooper

Canaccord Genuity (Financial Adviser to Equals)                                       [phone]

Sunil Duggal / Bill Gardiner

Lazard (Financial Adviser to Equals)                                                          [phone]

Nicholas Millar / Jason Welham

Canaccord Genuity (Nominated Adviser & Sole Broker to Equals)   [phone]

Max Hartley / Harry Rees                                                                            

Buchanan (Financial Communications for Equals)                                     [phone]

Henry Harrison-Topham / Toto Berger / Stephanie Whitmore                             

 

END