お知らせ • Apr 15
J.C. Flowers & Co. LLC, Embedded Finance Limited and TowerBrook Capital Partners (U.K.) LLP completed the acquisition of Equals Group plc (AIM : EQLS).
J.C. Flowers & Co. LLC, Embedded Finance Limited and TowerBrook Capital Partners (U.K.) LLP offered a non-binding proposal offer to acquire Equals Group plc (AIM : EQLS) for approximately £265 million on March 20, 2024. The per share price is £1.35. The possible offer was for the entire issued and to be issued share capital of Equals Group. There can be no certainty that any firm offer for the Company will be made, nor as to the terms on which any firm offer, if made, might be made. Shareholders are advised to take no action at this time. The Consortium must either announce a firm intention to make an offer for Equals Group by not later than on April 17, 2024. This deadline will only be extended with the consent of the Takeover Panel. As of April 17, 2024, the Board Equals Group recognizes the time elapsed since the commencement of the Strategic Review, having now received indicative non-binding proposals from both Madison Dearborn Partners, LLC and the Consortium, it considers it to be in the best interests of shareholders that the Strategic Review remains ongoing to allow further time for it to reach its conclusion. An extension has been granted by the Panel and, where the Consortium are required, by not later than on May 15 2024, either to announce a firm intention to make an offer or to announce that they do not intend to make an offer. As of May 15, 2024, another extension has been granted by the Panel until June 12, 2024, to make an offer or to announce that they do not intend to make an offer. This revised PUSU Deadline may be extended with the consent of the Panel. On September 4, 2024 the Board announced that J.C. Flowers & Co. LLC ("JC Flowers") had joined the Consortium and that discussions in relation to a fully equity financed bid had reached an advanced stage. As on October 2, 2024, The Board of Equals today announces that the Consortium has substantially completed its due diligence and negotiations between the Company and the Consortium are at an advanced stage. In order to allow further time for these negotiations to conclude, the Board of Equals has requested that the Panel on Takeovers and Mergers extends the current deadline. In the light of this request, an extension has been granted by the Panel and, in accordance the Consortium is required, by on October 30, 2024. As on October 30, 2024 The Board of Equals today announces that it has received a further improved indicative non-binding proposal from the Consortium, regarding a possible all-cash offer for the entire issued and to be issued share capital of Equals at a price of £1.35, in addition to which Equals shareholders will be entitled to receive a special dividend of £2 payable on completion of the transaction. For the avoidance of doubt, the Special Dividend will be separate from and in addition to the 2024 interim dividend of £1 Share announced on 10 September 2024 and paid on 25 October 2024. The Consortium has also confirmed it has completed its due diligence and is advancing necessary transaction documentation. In order to allow further time for the Consortium to conclude its negotiations regarding the arrangements, the Board of Equals has requested that the Panel on Takeovers and Mergers (the "Panel") and has extended the current deadline of 5.00 pm on November, 20 2024 to December 11, 2024. On 11 December 2024, the boards of Equals and Offerors Consortium announced that they had reached agreement on the terms of a recommended all cash acquisition of the entire issued and to be issued ordinary share capital of Equals. Under the terms of the Acquisition, Equals Shareholders shall be entitled to receive £1.4 pence in cash per Equals Share comprising a cash consideration of £1.35 pence for each Equals Share plus a special dividend payment of 5 pence in cash per Equals Share that the board of directors of Equals intends to declare prior to completion of the Acquisition with the record and payment dates aligned with the corresponding dates for determining entitlements to, and payment of, the Cash Consideration due to Equal Shareholders under the terms of the Acquisition. The Cash Value values the entire issued and to be issued share capital of Equals at approximately £283 million. The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement.
the Scheme will require: (i) the approval of a majority in number of the Scheme Shareholders present and voting at the Court Meeting representing not less than 75%. in value of the relevant Scheme Shares voted; (ii) the passing of the Special Resolutions at the General Meeting; and (iii) the subsequent sanction of the Scheme by the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document. The Equals Directors unanimously recommend that the Equals Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolutions to be proposed at the General Meeting as the Equals Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 4,194,384 Equals Shares representing, in aggregate, approximately 2.203 per cent. of the ordinary share capital of Equals in issue. The Acquisition is expected to become Effective during Q2 2025. As of January 8, 2025 The outcome of today's Court Meeting and General Meeting that Conditions have been satisfied. Accordingly, the resolution proposed at the Court Meeting was duly passed and the shareholders of Equals approved the transaction. As of April 2, 2025, Equals Group plc and Offerors are pleased to announce that the Regulatory Conditions to the Implementation of the Scheme and to the Acquisition of the Scheme Document have now been satisfied. Completion of the Acquisition remains subject to the Court's sanction of the Scheme at the Court Hearing, scheduled to be held on 10 April 2025. As of April 10, 2025, the High Court of Justice in England and Wales has today sanctioned the Scheme under Part 26 of the Companies Act 2006.
Sunil Duggal, Bill Gardiner, Max Hartley and Harry Rees of Cannacord Genuity Group and Nicholas Millar and Jason Welham of Lazard & Co., Limited are acting as financial adviser and fairness opinion provider to Equals, respectively. Jonathan Hall, Basil Geoghegan and Lazard & Co., Limited of PJT Partners acted as the financial advisor to Embedded Finance, TowerBrook Capital Partners, and J.C. Flowers & Co. Tom Mercer, Jade Jack , Jeffrey Johnson and John Papadakis, Nigel Parr, Lorraine Johnston, Arnaud Wtterwulghe, Ruth Buchanan of Ashurst LLP act as legal advisor for Equals Group plc. Rothschild & Co Equity Markets Solutions Limited act as fianancial advisor for TowerBrook, J.C. Flowers. Perella Weinberg Partners (NasdaqGS:PWP) act as financial advisor for J.C. Flowers. Norton Rose Fulbright LLP is acting as legal adviser to TowerBrook and the BidCo Group. Macfarlanes LLP is acting as legal adviser to J.C. Flowers. Mishcon de Reya LLP is acting as legal adviser to Railsr.
J.C. Flowers & Co. LLC, Embedded Finance Limited and TowerBrook Capital Partners (U.K.) LLP completed the acquisition of Equals Group plc (AIM : EQLS) on April 14, 2025. The recommended all cash acquisition of the entire issued and to be issued ordinary share capital of Equals has now become Effective and, pursuant to the Scheme, the entire issued and to be issued share capital of Equals is now owned by Offerors. Following the application to the London Stock Exchange, the cancellation of the admission to trading of Equals Shares on AIM is expected to take effect on 15 April 2025.