Cash Offer
for Equals Group plc

DISCLAIMER

 

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT OF EQUALS GROUP PLC TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH EQUALS GROUP PLC REGARDS AS UNDULY ONEROUS.

As announced by Equals Group plc (Equals) on 1 November 2023 an offer period commenced in respect of Equals in accordance with the UK Takeover Code (the Code) in connection with Equals conducting a regular review of the Company’s strategic options (the Strategic Review) as further detailed in such announcement.

As further announced by Equals, on 11 December 2024, a recommended offer of the entire issued and to be issued share capital of Equals has been made by Alakazam Holdings BidCo Limited Limited (Bidco), a newly incorporated company to be indirectly wholly-owned by a consortium comprising (i) funds managed or advised by TowerBrook and its affiliates, (ii) funds advised by J.C. Flowers & Co. LLC and (iii) shareholders of Embedded Finance Limited / Railsr ((i) to (iii) being the Consortium) (the Offer).

Access to the website

You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Strategic Review and the Offer.

If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. Equals reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the website. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of Equals.

This part of the website contains electronic versions of materials relating to the Strategic Review and the Offer. The materials you are seeking to access are made available by Equals in good faith and for information purposes only and are subject to the terms and conditions set out below.  Any person seeking to access this part of the website represents and warrants to Equals that they are doing so for information purposes only.

To allow you to view information about the Strategic Review and the Offer, you must read this notice and then click "AGREE". If you are unable to agree, you should click "DISAGREE" and you will not be able to view information about the Strategic Review or the Offer.

Nothing on this part of the website, nor anything which can be downloaded from it, constitutes an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities (or solicitation of any votes attaching to securities which are the subject of the Strategic Review or Offer) in any jurisdiction in which such offer or solicitation is unlawful.

The Offer will be made solely by means of a scheme document or offer document which will contain the full terms and conditions of the Offer, including details on how it may be accepted.  Any decision made in relation to the Offer should be made solely on the basis of the information provided in any such document.

Overseas jurisdictions

Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions.  All persons resident outside of the United Kingdom who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

These materials are not directed at or accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON.  IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

It is your responsibility to satisfy yourself as to the full observance of any laws and regulatory requirements.  If you are not permitted to view the information in this website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this website.  Equals and its advisers do not assume any responsibility for any violation by any person of these restrictions.

This part of the website contains information that has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside England.

Notice to US Investors

US holders of Equals shares may vote in respect of the resolutions to be proposed at the meetings to be convened in connection with the Offer.  US Holders should note that the Offer relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act, is subject to UK disclosure requirements (which are different from those of the United States) and is proposed to be made by means of a scheme of arrangement provided for under English law.  A transaction effected by means of a scheme of arrangement for a foreign private issuer is not subject to the proxy solicitation or tender offer rules under the US Exchange Act.  Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.  Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of United States companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.  The receipt of cash pursuant to the Offer by a US Holder as consideration for the transfer of its Equals shares pursuant to the Offer may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws.  Each Equals shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to them.

Cautionary Note Regarding Forward-Looking Statements

The materials on this part of the website, including information included or incorporated by reference, may contain certain forward-looking statements.  These statements are based on the current expectation of the management of Equals and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by words such as "will", "may", "should", "could", "would", "can", "believes", "intends", "expects", "indicates", "anticipates" or similar words or terms or by discussions of, inter alia, strategies, goals or plans.  Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Equals' operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Equals' business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future.  There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements.  Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, Equals cannot give any assurance that any forward-looking statement will prove to be correct in the future. Equals does not undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation. You are therefore cautioned not to place undue reliance on these forward-looking statements. Unless expressly stated otherwise, no statement contained or referred to in this website is intended to be a profit forecast or profit estimate for any period and no statement should be interpreted to mean that earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the relevant party to the Offer.

Responsibility

In relation to any Strategic Review or Offer related materials accessible on this area of the website please note any statement of responsibility contained therein. Save as indicated, the company does not accept responsibility for any documents.

The documents included in this part of the website issued or published by Equals speak only at the specified date of the relevant document and Equals has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other Strategic Review or Offer related materials issued or published by Bidco or any member of the Consortium, or which relate to Bidco and its group, or any member of the Consortium and such Consortium member's group, that are accessible on this website, the only responsibility accepted by Equals and its directors is for the correctness and fairness of its reproduction.

Neither the directors of Equals, nor Equals, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.

If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Confirmation of understanding and acceptance

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the          accessing of the materials on this website or parts of it illegal.
  • I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of          the materials on this part of the website to any other person at any time.
  • I represent and warrant to Equals that I intend to access this part of the website for information purposes only.
If you are not able to give these confirmations, you should click on DISAGREE below.

 

Cash Offer

Section TitleDocument Description
Scheme Documents
 
Scheme Document and Related DocumentsScheme Document - 17 December 2024 
 Form of Proxy (Court Meeting) 
 Form of Proxy (General Meeting) 
   
Scheme AnnouncementsScheme Publication Announcement - 17 December 2024 
   
Scheme Document Consent LettersLazard - 16 December 2024 
 Canaccord Genuity Limited - 16 December 2024 
 PJT Partners - 16 December 2024 
 PWP - 16 December 2024 
 Rothschild & Co - 17 December 2024 
   
Articles of AssociationThe Articles of Association of Equals Group plc 
 The Articles of Association of Equals Group plc (proposed amendments) 
 The Articles of Association of Bidco 
   
Material ContractsJVCo SHA - 11 December 2024 
 CaymanCo SHA - 11 December 2024 
 Railsr HoldCo SHA - undated 
   
Equals Financial Information

Half year results of Equals Group plc for the six months ended 30 June 2024 and Q3-2024 trading update published in September 2024

 
 

Half year results of Equals Group plc for the six months ended 30 June 2024

 
 

Equals Group plc Consolidated Financial Accounts Financial Year ended 31 December 2023

 
 

FY-2023 Results and H1-2024 trading update published in April 2024

 
 Equals Group plc Consolidated Financial Accounts Financial Year ended 31 December 2022 
   
Letters to Equals Share Plans Participants

Rule 15 Letter (EMI Plan and Standalone Options)

 
 

Rule 15 Decision Form (EMI Plan and Standalone Options)

 
 

Letter to LTIP Participants

 
 Letter to SIP Participants 
   
   
Offer Documents  
Offer AnnouncementsRule 2.7 Announcement - 11 December 2024 
   
Irrevocable Undertakings (directors)Ian Strafford-Taylor Irrevocable Undertaking – 11 December 2024
 Richard Cooper Irrevocable Undertaking – 11 December 2024
 Alan Hughes Irrevocable Undertaking – 11 December 2024
 Christopher Bones Irrevocable Undertaking – 11 December 2024
 Sian Herbert Irrevocable Undertaking – 11 December 2024
  
Irrevocable Undertakings (non-directors)Stephen Heath Irrevocable Undertaking – 11 December 2024
 Ashley Levett Irrevocable Undertaing – 11 December 2024
  
Offer Related ArrangementsTowerBrook Conformed Copy of the Confidentiality Agreement – 31 October 2024
 J.C. Flowers Conformed Copy of the Confidentiality Agreement – 31 October 2024
 Embedded Finance Conformed Copy of the Confidentiality Agreement – 31 October 2024
 Equals Group Plc Confidentiality Agreement – 15 February 2024
 Co-operation Agreement – 11 December 2024
  
Bidco Financing DocumentsAlakazam Holdings Bidco Limited Equity Commitment Letter – 11 December 2024
  
Other DocumentsBid Conduct Agreement – 11 December 2024
 Railsr SPA - 11 December 2024
  
Consent Letters with respect to the Rule 2.7 AnnouncementLazard – 10 December 2024
 Canaccord Genuity Limited – 10 December 2024
 PJT Partners – 10 December 2024
 Rothschild & Co – 10 December 2024
 PWP - 10 December 2024
  
Offer Rule 2.11 lettersRule 2.11 to shareholders (2.7) – 11 December 2024
 Rule 2.11 to employees (2.7) – 11 December 2024
  
  
Strategic Review Documents
Opening position disclosure (Equals Group PLC)Form 8 (OPD)
  
Strategic ReviewRule 2.4 Announcement - 1 November 2023
 Rule 2.4 Announcement – 20 March 2024
  
Rule 2.11 lettersCommunication to employees
 Communication to shareholders
  
Strategic Review Update and extension of PUSU DeadlineStrategic review update dated 29 November 2023
 Strategic review update dated 27 December 2023
 Strategic review update dated 24 January 2024
 Strategic review update dated 21 February 2024
 Strategic review update dated 20 March 2024
 Strategic review update dated 17 April 2024
 Strategic review update dated 15 May 2024
 Strategic review update dated 12 June 2024
 Strategic review update dated 10 July 2024
 Strategic review update dated 7 August 2024
 Strategic review update dated 4 September 2024
 Strategic review update dated 2 October 2024
 Strategic review update dated 30 October 2024
 Strategic review update dated 20 November 2024