Announcement • 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.

Snowflake Score
Valuation	0/6
Future Growth	4/6
Past Performance	2/6
Financial Health	6/6
Dividends	2/6

Historical stock prices
Current Share Price	UK£1.58
52 Week High	UK£1.66
52 Week Low	UK£1.18
Beta	0.79
1 Month Change	0.64%
3 Month Change	3.27%
1 Year Change	11.27%
3 Year Change	66.32%
5 Year Change	n/a
Change since IPO	466.31%

	2FX	DE Diversified Financial	DE Market
7D	1.9%	-1.4%	-1.5%
1Y	11.3%	-20.2%	1.9%

2FX volatility
2FX Average Weekly Movement	2.6%
Diversified Financial Industry Average Movement	4.4%
Market Average Movement	5.8%
10% most volatile stocks in DE Market	13.2%
10% least volatile stocks in DE Market	2.8%

2FX fundamental statistics
Market cap	€305.66m
Earnings (TTM)	€8.60m
Revenue (TTM)	€152.92m

2FX income statement (TTM)
Revenue	UK£131.67m
Cost of Revenue	UK£57.81m
Gross Profit	UK£73.86m
Other Expenses	UK£66.45m
Earnings	UK£7.41m

Earnings per share (EPS)	0.039
Gross Margin	56.09%
Net Profit Margin	5.62%
Debt/Equity Ratio	0%

Equals Group dividend dates
Ex Dividend Date	Apr 10 2025
Dividend Pay Date	Apr 28 2025
Days until Ex dividend	441 days
Days until Dividend pay date	423 days

Data	Last Updated (UTC time)
Company Analysis	2025/04/15 03:55
End of Day Share Price	2025/04/11 00:00
Earnings	2024/12/31
Annual Earnings	2024/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

Analyst	Institution
null null	Canaccord Genuity
Gautam Pillai	Peel Hunt LLP

Equals Group (2FX) Stock Overview

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Recent News & Updates

J.C. Flowers & Co. LLC, Embedded Finance Limited and TowerBrook Capital Partners (U.K.) LLP completed the acquisition of Equals Group plc (AIM : EQLS).

Equals Group plc to Report Fiscal Year 2024 Final Results on Apr 08, 2025

Equals Group plc Declares Special Dividend, Payable on April 28, 2025

Trading of Equals Shares on AIM to Be Cancelled with Effect from 7.00 A.M. on 15 April 2025

Investor sentiment improves as stock rises 20%

New minor risk - Shareholder dilution

Recent updates

J.C. Flowers & Co. LLC, Embedded Finance Limited and TowerBrook Capital Partners (U.K.) LLP completed the acquisition of Equals Group plc (AIM : EQLS).

Equals Group plc to Report Fiscal Year 2024 Final Results on Apr 08, 2025

Equals Group plc Declares Special Dividend, Payable on April 28, 2025

Trading of Equals Shares on AIM to Be Cancelled with Effect from 7.00 A.M. on 15 April 2025

Investor sentiment improves as stock rises 20%

New minor risk - Shareholder dilution

Equals Group Announces Strategic Review Update and PUSU Extension

Upcoming dividend of UK£0.01 per share

Equals Group plc Declares Interim Dividend, Payable on 25 October 2024

Equals Group plc to Report First Half, 2024 Results on Sep 10, 2024

Equals Group Provides Strategic Review Update and Extension of PUSU Deadline

Equals Group Provides Strategic Review Update and PUSU Extension

Upcoming dividend of UK£0.01 per share

Equals Group plc Approves Final Dividend

Insufficient new directors

Equals Group plc Proposes Final Dividend, Payable on 28 June 2024

Equals Group plc, Annual General Meeting, May 21, 2024

Equals Group Provides Strategic Review Update and PUSU Extension

Full year 2023 earnings released: EPS: UK£0.042 (vs UK£0.018 in FY 2022)

Equals Group Confirms Receipt of an Indicative Non-Binding Proposal from Consortium Regarding Possible Offer for the Entire Issued and to be Issued Share Capital

Equals Group plc Proposes Final Dividend for Full Year 2023

Investor sentiment improves as stock rises 18%

Investor sentiment improves as stock rises 16%

First half 2023 earnings released: EPS: UK£0.026 (vs UK£0.004 in 1H 2022)

Equals Group plc Intends to Pay A Maiden Dividend for Financial Year Ending 31 December 2023

New minor risk - Shareholder dilution

Equals Group plc (AIM:EQLS) completed the acquisition of Oonex Sa.

Full year 2022 earnings released

Equals Group plc (AIM : EQLS) acquired Roqqett Limited for £2.2 million.

Forecast breakeven date pushed back to 2023

Equals Group plc to Report Fiscal Year 2022 Results on Mar 27, 2023

First half 2022 earnings released: EPS: UK£0.004 (vs UK£0.007 loss in 1H 2021)

Forecast to breakeven in 2022

High number of new and inexperienced directors

Forecast to breakeven in 2022

First half 2021 earnings released: UK£0.007 loss per share (vs UK£0.017 loss in 1H 2020)

Full year 2020 earnings released

New 90-day high: €0.42

New 90-day high: €0.38

New 90-day high: €0.35

First half earnings released

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About the Company

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