Placing and Open Offer to raise up to £16 million
16 August 2019
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Equals Group PLC, the e-banking and international payments group, is pleased to announce a Placing and Open Offer to raise up to £16 million before expenses.
- Placing with new and existing institutional investors to raise £14 million (before expenses)
- Open Offer with existing Qualifying Shareholders to raise up to an additional £2 million (before expenses)
- Proceeds of the Fundraise to accelerate corporate offering, facilitate market consolidation through bolt-on acquisitions and provide growth working capital
- Positive trading continues in-line with market expectations
Ian Strafford-Taylor, Chief Executive Officer, commented: "We have been hugely encouraged by the level of support received from new and existing institutional shareholders. The Open Offer also importantly gives our private investors the opportunity to participate in the fundraising and benefit from the next phase of Equals' development.
"The Group has evolved significantly in recent years with the growth of our corporate offering, strategic acquisitions, which have expanded our capabilities, and being granted settlement accounts with the Bank of England, which has given Equals access to the Faster Payments Scheme. At the same time, we have grown our loyal customer base, profitability and shareholder value.
"The new funds raised will enable us to accelerate our plans for our corporate offering, as we target new territories, and provide the means for further strategic acquisitions. This is an exciting time for Equals and we look forward to updating shareholders on our progress in due course."
A circular detailing the Transaction is today being posted to Shareholders (the "Circular"), together with the Application Form relating to the Open Offer. The Circular will be available to view on the Company's website at www.equalsplc.com
For more information, please contact:
|Equals Group plc
Ian Strafford-Taylor, CEO
|+44 (0) 20 7778 9308|
|Cenkos Securities plc - Nominated Advisor and Joint Broker
Max Hartley (Nomad)
Nick Searle - Sales
|+44 (0) 20 7397 8900|
|Canaccord Genuity Limited - Joint Broker
Alex Aylen - Sales
|+44 (0) 20 7523 8150|
|+44 (0) 7747 788 221
+44 (0) 7796 325 254
+44 (0) 7983 557 851
Equals is a leading challenger brand in banking and payments that disintermediates the incumbent banks with a superior user experience and low-cost operating model. Our business enables personal and business customers to make easy, low-cost payments both domestically and in a broad range of currencies and across a range of products all via one integrated system. The Equals platform facilitates payments either direct to Bank Accounts or at 35 million merchants and over 1 million ATM's in a broad range of countries globally via Mobile apps, the Internet, SMS, wire transfer and MasterCard/VISA debit cards.
Equals provides money movement services to both personal and business customers through four channels: Currency Cards, Physical Currency, International Payments and Bank Accounts. The Currency Card and Physical Currency offerings facilitate multiple overseas payments at points of sale and ATM's whereas the International Payments channel supports wire transfer foreign exchange transactions direct to Bank Accounts. For Corporates, Equals has a market-leading business-expenses solution based around its corporate platform and prepaid card. This service can yield significant savings on a Corporate's expenses and procurement both domestically and overseas, through better controls and improved transparency. The platform also streamlines the downstream administrative processes and integrates into accounting software, thus saving costs. Equals offers retail and business bank accounts with all the functionality you would expect from a bank, namely faster payments, BACs, direct debits, international payments and a debit card.
Cenkos Securities, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint broker to the Company and no-one else in connection with the Placing, the Open Offer and Admission. Cenkos Securities will not be responsible to anyone other than the Company for providing the regulatory and legal protections afforded to customers (as defined in the rules of the FCA) of Cenkos Securities nor for providing advice in relation to the contents of this announcement or any matter, transaction or arrangement referred to in it. The responsibilities of Cenkos Securities, as nominated adviser under the AIM Rules for Nominated Advisers, are owed solely to London Stock Exchange and are not owed to the Company or any director of the Company or to any other person in respect of their decision to subscribe for or purchase Placing Shares or Open Offer Shares.
Canaccord, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker to the Company and no-one else in connection with the Placing, the Open Offer and Admission. Canaccord will not be responsible to anyone other than the Company for providing the regulatory and legal protections afforded to customers (as defined in the rules of the FCA) of Canaccord nor for providing advice in relation to the contents of this announcement or any matter, transaction or arrangement referred to in it.
Some of the statements in this announcement include forward looking statements which reflect the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Group's products and services). These statements include forward looking statements both with respect to the Group and with respect to the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" and similar statements or negatives thereof are of a forward looking nature.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements.
These forward looking statements speak only as of the date of this announcement. The Company expressly disclaims any obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or the AIM Rules for Companies. All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ from those indicated or suggested by the forward looking statements in this announcement before making an investment decision.
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of South Africa, New Zealand, Japan, the Republic of Ireland or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South African, New Zealand, or Japanese or Irish securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan, the Republic of Ireland or in any jurisdiction in which such offer or solicitation is unlawful.
The securities to which this announcement relates have not been, and will not be, registered under the Securities Act or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within, into or in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any applicable state or other jurisdiction of the United States. There will be no public offer of the securities in the United States. The securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. In addition, offers, sales or transfers of the securities in or into the United States for a period of time following completion of the Placing and the Open Offer by a person (whether or not participating in the Placing or Open Offer) may violate the registration requirements of the Securities Act.
The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand, Japan or the Republic of Ireland and, subject to certain exceptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, New Zealand, Japan, or the Republic of Ireland or to any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand, Japan, or the Republic of Ireland or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations.
No representation or warranty, express or implied, is made by the Company or the Joint Brokers as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Placing, the Open Offer and Admission and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued). The Joint Brokers do not accept any liability whatsoever for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible.
The Company has today announced a Placing to raise approximately £14 million (before fees and expenses) by the issue and allotment by the Company of 12,727,000 new Ordinary Shares at the Issue Price of 110 pence per Ordinary Share.
In addition, in order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of up to 1,835,578 Open Offer Shares, to raise up to £2 million (before fees and expenses), on the basis of:
1 Open Offer Share for every 90 Existing Ordinary Shares
held on the Record Date, at 110 pence each, payable in full on acceptance.
Neither the Placing nor Open Offer are required to be voted on by Shareholders since the Company is able to utilise its existing authorities and disapplication of pre-emption rights, granted at the most recent annual general meeting, to issue the Placing Shares and the Open Offer Shares.
First Admission is expected to occur at 8.00 a.m. on 20 August 2019 or such later time and/or date as Cenkos, Canaccord and the Company may agree, not being later than 3 September 2019.
Second Admission is expected to occur at 8.00 a.m. on 5 September 2019 or such later time and/or date as Cenkos, Canaccord and the Company may agree, not being later than 19 September 2019.
The Placing and the Open Offer are not underwritten. The Open Offer is conditional on the First Admission of the Placing Shares having occurred.
The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of the New Ordinary Shares whilst providing the Company with additional capital to invest in the business of the Group.
The Issue Price represents a discount of approximately 5.6 per cent. to the closing middle market price of 116.5 pence per Existing Ordinary Share on 13 August 2019 (being the last day prior to the announcement of the fundraising).
Background to and reasons for the Fundraising
Equals is a profitable, high growth e-banking and international payments specialist. The Company's products are designed to enable personal and business customers to make easy, low-cost payments both domestically and in a broad range of currencies via one integrated system.
Since its admission to AIM in 2014, the Company has achieved substantial growth both organically and through acquisition, supported by the purchase of CardOne Banking in August 2017, its largest transaction to date. In FY 2018 the Company doubled its year-on-year transaction volume to £2.4 billion, and reported a seven-fold increase in adjusted EBITDA to £7.5 million. The Group now serves more than 1 million customers with over 30,000 business customers, including Netflix and KFC. It recently completed a rebranding exercise, changing its name from FairFX to EQUALS reflecting the wider range of payment services which the Company now offers, outside of FX.
Products and marketing
During the past few years, the Company has focused on expanding and enhancing its product range and functionality to drive growth. Equals currently offers an extensive range of payments and banking services through six product categories; International Payments, Current Accounts, Travel Cash, Business Expenses, Loans* and Currency Cards. The Directors believe that Equals now has bank level functionality and can offer a wider range of services to its clients than many of its competitors in the payments services markets.
Equals continues to invest in this suite of products with the aim of increasing operational efficiency, improving customer experience and introducing new products. Marketing spend has been increased to accelerate growth and brand awareness of its products and to drive performance channels and deepen partner relationships. The Company is also intending to increase its marketing efforts in the US, where Equals has recently obtained a license to trade via its relationship with Metropolitan Commercial Bank.
*loans intended to be introduced in Q3 through the Company's credit broker license
In addition to product development, the Company's strategy is to continue to focus on rationalising its supply chain to create further operational efficiencies, minimise cost and create margin expansion. Equals has secured numerous commercial agreements and supply chain integrations that create a barrier to entry, including with:
- Faster Payments - enables rapid settlement of transactions;
- Mastercard - enables accelerated roll out of self-issuance of cards;
- the FCA - eMoney licence (allowing management of direct debits, standing orders and cash deposits) and credit broking permissions together enabling bank level functionality;
- Metropolitan Commercial Bank (MCB) - provides licence to operate in the US; and
- Citi Commercial Bank - enables access to Citi's local settlement and clearance capabilities for payments in over 90 countries.
A key component of Company's strategy to date has been to acquire complementary businesses to add scale and improve products, as evidenced by the strong track record of acquisitions: CardOne, Q Money Limited, City Forex Limited and, most recently, the international payments business of Hermex International Limited ("HermexFX"). Equals continues to pursue attractive acquisition opportunities in a highly fragmented market where the Directors believe there is great scope for consolidation of smaller businesses within its sector.
Use of the proceeds of the Placing and Open Offer
Continuing its strategy, and focusing on the growth drivers detailed above, the Company is proceeding with the Fundraising to provide growth working capital, to fund future bolt-on acquisition opportunities and to accelerate its corporate offering. Specifically, the Group intends to divide the net cash proceeds of the Placing and Open Offer, expected to be up to £15 million, broadly equally between the following initiatives:
Growth working capital
In order to accelerate supply chain rationalisation, Equals would benefit from more collateral to fund both the expansion of its corporate international payments business and also its card-based businesses.
For international payments, collateral is required to be placed with liquidity-providing banks such as Barclays, RBS and now Citi Group, to support both spot and forward FX transactions. As these books grow the collateral requirement grows with it. For card-based programs, when customers load a card using a debit/credit card, Equals receives that payment the next business day but funds are made immediately available to the customer. In order to access the increased revenues from this additional transaction volume, collateral has to be posted to the Issuing Bank of the card to bridge this gap. The requirement can be as much as four days of card volumes over an extended weekend. Over the next 18-24 months, Equals intends to move to issue its own cards directly with Mastercard with the aim of initially reducing this collateral requirement and eventually eliminating it altogether via a trust agreement. Until such time, additional funds are required to cover this need.
Market consolidation through acquisition
Equals has a strong track-record of completing and integrating acquisitions, particularly within International Payments. Several bolt-on acquisition opportunities have been identified with third parties with whom the Company is engaged in discussions. These are typically smaller FX businesses which may be struggling due to an increasing regulatory burden and limited access to liquidity given the relative lack of scale. For example, the Company recently acquired the international Payments business of HermexFX, part of the FXPro Group, for a total consideration of £2 million. This acquisition, the Directors believe, will complement the Group's strategy to develop its fast-growing corporate segment, providing additional corporate clients and cross-selling opportunities for the expanding range of products through their existing sales channels.
The Directors anticipate transaction values associated with these targets of between £1 million and £2 million, on multiples in the region of c. 3x EBITDA or 1x revenue. The Directors anticipate that such acquisitions will be earnings accretive post completion, with target overheads being reduced following acquisition and the potential for further synergies. The Company anticipates that it will be able to complete one or more of these bolt-on transactions in the short to medium term. The Company may also seek to acquire other complementary businesses, should additional value accretive opportunities arise.
Accelerate corporate offering
Equals has identified a significant growth opportunity with its corporate range of products (Equals Spend, Equals Cash, Equals Pay and Equals Account), which together accounted for approximately 37 per cent. of Group revenues in FY 2018.
The Company's Business Expenses product (Equals Spend) enables small and medium sized businesses (SMEs) to have greater control, transparency and cost savings over their employee and other business expenses via prepaid cards and online accounts. Whilst Equals Spend achieved solid growth of 35 per cent. during FY2018, it currently represents only 12 per cent. of the Group's total revenue. The Directors believe that there is significant opportunity to grow the Equals Spend business within the UK business expenses market, which the Directors estimate to be worth £67 billion, and ultimately in the significantly larger US market. Through offering Equals Spend to SMEs via a freemium model (monetised through interchange fees and FX margin), the Group has the opportunity to benefit through significant cross-selling opportunities of other products across both corporate and retail customer groups.
Equals is seeing strong take-up for Equals Spend by SMEs. The Company intends to spend approximately £5 million of the Placing Proceeds to accelerate this growth through increased sales and marketing efforts, as well as investment to enhance platform integration and make improvements to customer onboarding.
Current trading and prospects
On 10 July 2019, the Company announced a trading statement in respect of the six months trading to 30 June 2019, in which it reported continued delivery on strategy and strong growth in line with market expectations. It highlighted turnover (FX volume) growth for the first half up 17.5 per cent. year on year to approximately £1.3 billion (2018: approximately £1.1 billion), as well as improved margins as a result of supply change rationalisation and a new contract with Metropolitan Commercial Bank (MCB) enabling access to the US market. The Group commented that its focus for the second half of 2019 is to continue to build scale and extract efficiencies in its supply chain combined with rolling out a series of new products under the new Equals brand.
Following this update, on 25 July 2019, the Company announced that it had entered into a global relationship with Citi Commercial Bank to leverage its extensive global footprint, which the Directors expect to enhance the product offering, bring more efficiencies to current processes, reduce transaction costs and increase the number of currencies Equals is able to offer its clients.
On 9 August 2019, the Company announced that it had acquired the international payments business of HermexFX, part of the FXPro Group, for a total consideration of £2 million. The Directors believe that this acquisition complements the Group's strategy to develop its fast-growing corporate segment, providing additional corporate clients and cross-selling opportunities for the expanding range of products through their existing sales channels, made in accordance with the Group's strategy to consolidate smaller, attractive market participants.
The Directors are confident that, since the announcement of the above notifications, trading has remained strong and the Company has continued to trade in line with market expectations.
Details of the Placing and the Open Offer
The Company will raise a total of £14 million (before expenses) through the placing of 12,727,000 Placing Shares. The Issue Price of 110 pence per Placing Share represents a discount of 5.6 per cent. to the Closing Price of 116.5 pence on 13 August 2019, the last Business Day prior to the announcement of the fundraising.
The Placing is conditional on First Admission occurring no later than 8.00 a.m. on 20 August 2019 (or such later date as the Company and the Joint Brokers may agree, being no later than 3 September 2019).
The Company is proposing to raise up to a further £2 million (before expenses) pursuant to the Open Offer. The Issue Price of 110 pence per Open Offer Share represents a discount of 5.6 per cent. to the Closing Price of 116.5 pence on 13 August 2019, the last Business Day prior to the announcement of the fundraising. The Open Offer is being made on a pre-emptive basis, allowing all Qualifying Shareholders the opportunity to participate.
The Open Offer provides Qualifying Holders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro-rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:
1 Open Offer Share for every 90 Existing Ordinary Shares
and so on in proportion to any other number of Existing Ordinary Shares then held.
Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be disregarded in calculating the Basic Entitlement.
Qualifying Shareholders who do not take up their Basic Entitlements in full will experience a dilution to their interests of approximately 8.8 per cent. following Second Admission (assuming full subscription under the Placing and Open Offer). Qualifying Shareholders who take up their Basic Entitlements in full will experience a dilution to their interests of 7.6 per cent. on the same basis.
Qualifying Shareholders should note that the Open Offer Shares have neither been placed under the Placing subject to clawback under the Open Offer, nor have they been underwritten, and that the Placing is not conditional upon the number of applications received under the Open Offer.
The Open Offer is subject to the satisfaction, inter alia, of the following conditions on or before 5 September 2019 (or such later date, being not later than 8.00 a.m. on 19 September 2019, as the Company, Cenkos and Canaccord may decide):
- the Placing becoming unconditional in all respects;
- Second Admission becoming effective by 8.00 a.m. on 5 September 2019 (or such later time or date not being later than 8.00 a.m. on 19 September 2019 as the Company, Cenkos and Canaccord may decide); and
- the Placing Agreement becoming unconditional in relation to the Open Offer.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Second Admission.
The Open Offer is structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro-rata to their existing holdings of Ordinary Shares on the Record Date.
Qualifying Shareholders may also make applications in excess of their Basic Entitlements. To the extent that Basic Entitlements are not subscribed by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such excess applications, subject to a maximum of 1,835,578 Open Offer Shares in aggregate. To the extent that applications are received in respect of an aggregate of more than 1,835,578 Open Offer Shares, excess applications will be scaled back accordingly.
However, excess applications will be rejected if and to the extent that acceptance would result in the Qualifying Shareholder, together with those acting in concert with him/her/it for the purposes of the City Code, holding 30 per cent. or more of the Enlarged Share Capital immediately following Second Admission.
Those Placees who are Qualifying Shareholders will also be entitled to participate in the Open Offer.
Settlement and dealings
Applications will be made to the London Stock Exchange for the Placing Shares and Open Offer Shares to be admitted to trading on AIM. It is expected that First Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 20 August 2019. Following First Admission, the Company's issued share capital will comprise 177,929,079 Ordinary Shares, each with voting rights.
It is expected that Second Admission will become effective and that dealings in the Open Offer Shares will commence at 8.00 a.m. on 5 September 2019.
Pursuant to the Placing Agreement, the Joint Brokers have agreed to use their reasonable endeavours as agent of the Company to procure subscribers for the Placing Shares.
The Placing Agreement provides, inter alia, for payment by the Company to the Joint Brokers of commissions based on certain percentages of the product of the number of Placing Shares placed by them multiplied by the Issue Price.
The Company will bear all other expenses of and incidental to the Placing, including the fees of the London Stock Exchange, printing costs, Registrar fees, all legal and accounting fees of the Company and any stamp duty and other taxes and duties payable.
The Placing Agreement contains certain warranties and indemnities from the Company in favour of the Joint Brokers and the obligations of the Joint Brokers under the Placing Agreement in connection with the Placing and Open Offer are conditional, inter alia, upon:
(a) the Placing Agreement having become unconditional in all respects (save for the condition relating to First Admission) and not having been terminated in accordance with its terms prior to First Admission;
(b) First Admission becoming effective not later than 8.00 a.m. on 20 August 2019 or such later time and/or date as the Company and the Joint Brokers may agree, being not later than 8.00 a.m. on 3 September 2019; and
(c) the Placing Agreement becoming unconditional in relation to the Open Offer.
The Joint Brokers may terminate the Placing Agreement in certain circumstances, if, inter alia, the Company has failed to comply with any of its obligations under the Placing Agreement; if there is a material adverse change in the financial or trading position or prospects of the Company or the Group; or if there is a change in financial, political, economic or stock market conditions, which in their reasonable opinion (acting in good faith) is or would be materially prejudicial to the successful outcome of the Placing.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|Announcement of the Placing and Open Offer||7.00 a.m. on 16 August 2019|
|Expected date for First Admission and commencement of dealings in the Placing Shares||8.00 a.m. on 20 August 2019|
|Expected date for Placing Shares to be credited to CREST stock accounts||20 August 2019|
|Expected date for despatch of definitive share certificates for Placing Shares||by 27 August 2019|
Open Offer Timetable
|Record Date for the Open Offer||5.00 p.m. on 14 August 2019|
|Existing Ordinary Shares marked "ex" by the London Stock Exchange||8.00 a.m. on 16 August 2019|
|Posting of documents to shareholders||16 August 2019|
|Basic and Excess Entitlements credited to stock accounts in CREST of Qualifying CREST Holders||19 August 2019|
|Recommended latest time for requesting withdrawal of Basic Entitlements and Excess Entitlements from CREST||4.30 p.m. on 28 August 2019|
|Latest time for depositing Basic Entitlements and/or Excess Entitlements into CREST||3.00 p.m. on 29 August 2019|
|Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)||3.00 p.m. on 30 August 2019|
|Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)||11.00 a.m. on 3 September 2019|
|Results of the Open Offer announced through a Regulatory Information Service||4 September 2019|
|Expected date for Second Admission and commencement of dealings of the Open Offer Shares||8.00 a.m. on 5 September 2019|
|Expected date for Open Offer Shares to be credited to CREST stock accounts||5 September 2019|
|Expected date for despatch of definitive share certificates for Open Offer Shares||by 12 September 2019|
(i) References to times in this announcement are to London time (unless otherwise stated).
(ii) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.
(iii) The timing of the events in the above timetable and in the rest of this announcement is indicative only and subject to the satisfaction of the Conditions to the Placing and Open Offer. It is possible that First Admission will be delayed, pending completion of any outstanding conditions. However, First Admission may not occur any later than 3 September 2019.
(iv) In order to subscribe for Open Offer Shares under the Open Offer, Qualifying Shareholders will need to follow the procedure set out in Part III of the Circular and, where relevant, complete the accompanying Application Form.
The following definitions apply throughout this announcement, unless the context requires otherwise or unless it is otherwise specifically provided:
|"Act"||the Companies Act 2006 (as amended)|
|"AIM"||AIM, a market operated by the London Stock Exchange|
|"AIM Rules"||the AIM rules for companies published by London Stock Exchange|
|"Application Form"||the application form relating to the Open Offer which accompanies the Circular (where relevant)|
|"Basic Entitlement"||the number of Open Offer Shares which Qualifying Holders are entitled to subscribe for at the Issue Price pro rata to their holding of Existing Ordinary Shares pursuant to the Open Offer as described in Part III of the Circular|
|"Business Day"||a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England|
|"Link Asset Services"||a trading name of Link Market Services Limited|
|"Canaccord"||Canaccord Genuity Limited (registered number 01774003)|
|"CardOne"||Spectrum Financial Group Limited, the holding company of a group of companies the main trading name of which is CardOneMoney a company registered in England with Company number 06329226|
|"Cenkos"||Cenkos Securities plc (registered number 5210733)|
|"Certificated" or "certificated form"||recorded on a company's share register as being held in certificated form (i.e., not in CREST)|
|"City Code"||the City Code on Takeovers and Mergers|
|"Closing Price"||the closing middle market quotation of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange|
|"Company" or "Equals"||Equals Group plc (registered number 08922461)|
|"CREST"||the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)|
|"CREST Manual"||the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST Courier and Sorting Services Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as amended since) as published by Euroclear|
|"CREST member"||a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations)|
|"CREST Participant"||a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations)|
|"CREST payment"||shall have the meaning given in the CREST Manual|
|"CREST Regulations"||the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)|
|"CREST sponsor"||a CREST Participant admitted to CREST as a CREST sponsor|
|"CREST sponsored member"||a CREST member admitted to CREST as a sponsored member (which includes all-CREST personal members)|
|"Directors" or "Board"||the directors of the Company whose names appear in the Circular|
|"EBITDA"||earnings before interest, tax, depreciation and amortisation|
|"enabled for settlement"||in relation to Basic Entitlements and Excess Entitlements, enabled for the limited purpose of settlement of claim transactions and USE transactions|
|"Enlarged Share Capital"||the issued ordinary share capital of Equals immediately following Second Admission|
|"EU"||the European Union|
|"Euroclear"||Euroclear UK & Ireland Limited, the operator of CREST|
|"Excess Application Facility"||to the extent that Basic Entitlements to Open Offer Shares are not subscribed for by Qualifying Shareholders, such Open Offer Shares will be available to satisfy excess applications, subject to a maximum of 1,835,578 Open Offer Shares in aggregate, as described in Part III of the Circular|
|"Excess CREST Open Offer Entitlements"||in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement to apply for Open Offer Shares in addition to his Basic Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility, which may be subject to scaling back in accordance with the provisions of the Circular|
|"Excess Entitlements"||the entitlement for Qualifying Shareholders to apply to acquire any number of Open Offer Shares subject to the limit on applications under the Excess Application Facility, as described in Part III of the Circular|
|"Excess Shares"||the Open Offer Shares applied for under the Excess Application Facility, as defined in Part III of the Circular|
|"Existing Ordinary Shares"||the Ordinary Shares in issue at the date of this announcement|
|"First Admission"||admission of the Placing Shares to trading on AIM|
|"FCA"||the Financial Conduct Authority of the UK|
|"Fundraising"||together the Placing and the Open Offer|
|"FSMA"||the Financial Services and Markets Act 2000 (as amended)|
|"HMRC"||Her Majesty's Revenue and Customs|
|"Group"||the Company and its subsidiaries from time to time|
|"ISIN"||International Securities Identification Number|
|"Issue Price"||110 pence per Placing Share and Open Offer Share|
|"Joint Brokers"||Cenkos and Canaccord|
|"London Stock Exchange"||London Stock Exchange plc|
|"Member Account ID"||the identification code or number attached to any member account in CREST|
|"Money Laundering Regulations"||the Money Laundering Regulations 2007 (as amended and supplemented from time to time)|
|"Net Proceeds"||the proceeds of the Fundraising less the costs of the Fundraising (assuming full subscription of the Open Offer)|
|"New Ordinary Shares"||the Placing Shares and the Open Offer Shares|
|"Official List"||the Official List of the UK Listing Authority|
|"Open Offer"||the proposed issue and allotment at 110 pence per share of up to 1,835,578 Open Offer Shares to Qualifying Shareholders as described in the Circular|
|"Open Offer Shares"||the up to 1,835,578 Ordinary Shares to be issued and allotted to Qualifying Shareholders pursuant to the Open Offer as described in the Circular|
|"Ordinary Shares"||ordinary shares of 1 penny each in the capital of the Company|
|"Overseas Shareholders" or "Overseas Holders"||Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the UK|
|"Panel"||the Panel on Takeovers and Mergers|
|"Participant ID"||the identification code or membership number used in CREST to identify a particular CREST member or other CREST Participant|
|"Placees"||those persons who have conditionally agreed to subscribe for, in aggregate, 12,727,000 Placing Shares under the Placing|
|"Placing"||the proposed issue and allotment at 110 pence per share of the Placing Shares to the Placees as described in this announcement|
|"Placing Agreement"||the conditional agreement dated 15 August 2019 between Cenkos, Canaccord and the Company relating to the Placing and the Open Offer, details of which are set out in paragraph 5 of Part I of the Circular|
|"Placing Shares"||the 12,727,000 Ordinary Shares to be issued and allotted to the Placees pursuant to the Placing|
|"Qualifying CREST Holders" or "Qualifying CREST Shareholders"||Qualifying Holders holding Existing Ordinary Shares in uncertificated form|
|"Qualifying Holders" or "Qualifying Shareholders"||Shareholders whose names appear on the register of members of Equals on the Record Date as holders of Existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions set out in the Circular|
|"Qualifying non-CREST Holders" or "Qualifying non-CREST Shareholders"||Qualifying Holders holding Existing Ordinary Shares in certificated form|
|"Receiving Agent"||Link Asset Services|
|"Record Date"||5.00 p.m. on 14 August 2019|
|"Restricted Jurisdiction"||the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland and the Republic of South Africa, or any other jurisdiction where the distribution of this Document and/or the offer or sale of Ordinary Shares would constitute a breach of local securities laws or regulations|
|"RIS"||any of the services set out in the list of Primary Information Providers maintained by the FCA|
|"Second Admission"||admission of the Open Offer Shares to trading on AIM|
|"Securities Act"||the US Securities Act of 1933, as amended|
|"Shareholders"||holders of Ordinary Shares|
|"Sterling"||pounds sterling, the basic unit of currency in the UK|
|"UK" or "United Kingdom"||the United Kingdom of Great Britain and Northern Ireland|
|"UK Listing Authority" or "UKLA"||the UK Listing Authority, being the FCA acting as competent authority for the purposes of Part IV of FSMA|
|"uncertificated" or "uncertificated form"||recorded on the relevant register or other record of the share or other security as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by way of CREST|
|"US" or "United States"||the United States of America, its territories and possessions, any State of the United States, and the District of Columbia|
|"VAT"||value added tax|