Equiniti Group PLC Results of Rights Issue (7534T)

TIDMEQN

RNS Number : 7534T

Equiniti Group PLC

17 October 2017

Equiniti Group plc

Incorporated in England and Wales

Registration number: 07090427

LEI: 213800TS721HGE2JIV94

ISIN: GB00BYWWHR75

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF EQUINITI GROUP PLC AND ON ITS WEBSITE AT WWW.EQUINITI.COM.

17 October 2017

RESULTS OF RIGHTS ISSUE

On 28 September 2017, Equiniti Group plc announced that a 3 for 14 Rights Issue of 64,309,234 New Shares at a price of 190p per New Share were to be admitted, nil paid, to trading on the London Stock Exchange at 8.00 a.m. on 29 September 2017. Today, Equiniti Group plc announces that, by the latest time and date for receipt of valid acceptances (being 11.00 a.m. (London time) on 16 October 2017) it had received valid acceptances in respect of 62,658,832 New Shares, representing approximately 97.43 per cent. of the total number of New Shares offered to Qualifying Shareholders pursuant to the Rights Issue.

It is expected that the New Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. today, and that definitive share certificates in respect of the New Shares will be dispatched to Qualifying Non CREST Shareholders that have taken up their Rights by no later than 24 October 2017.

It is expected that the New Shares will commence trading fully paid on the London Stock Exchange's main market for listed securities from 8.00 a.m. (London time) today, 17 October 2017.

In accordance with their obligations under the Underwriting Agreement in respect of the Rights Issue, Citi and Barclays will use their respective reasonable endeavours to procure subscribers for 1,650,136 New Shares for which valid acceptances were not received in the Rights Issue (the "Non Accepted Shares") and for 266 New Shares representing fractional entitlements arising under the Rights Issue (the "Fractional Entitlement Shares"). This amounts to 1,650,402 New Shares. The net proceeds from the placing of the Non Accepted Shares, after deduction of the Issue Price of 190p per New Share and the expenses of procuring subscribers (including any brokerage and commissions and value added tax thereon), will be paid (without interest) by cheque to Qualifying Shareholders who have not taken up their entitlements pro rata to their lapsed provisional allotments, save that individual amounts of less than GBP5 will not be paid to such persons but will be aggregated and retained for the benefit of Equiniti. The net proceeds from the sale of the Fractional Entitlement Shares will accrue for the benefit of the Company.

If and to the extent that subscribers cannot be procured on the basis outlined above, the remaining underwritten New Shares will be subscribed for by the Underwriters or by the sub-underwriters (if any) procured by Citi and Barclays, in each case at the Issue Price of 190p per New Share, on the terms and subject to the conditions of the Underwriting Agreement.

A further announcement as to the number of New Shares for which subscribers have been procured by Citi and Barclays will be made in due course.

For further details, please refer to the prospectus published by the Company on 12 September 2017 (the "Prospectus") which is available on the Company's website www.equiniti.com. However the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) in the United States or any other Excluded Territory.

This Announcement will be available on the Company's website http://investors.equiniti.com/investors as soon as practicable.

Defined terms used herein have the meaning given to them in the "Definitions / Glossary" section at the end of this announcement.

Enquiries and further information:

 
 Analyst/Investor enquiries: 
 
 Equiniti Group plc 
 Guy Wakeley, Chief Executive     [phone] 
 John Stier, Chief Financial 
  Officer 
 Frances Gibbons, Head of 
  Investor Relations 
 Kathy Cong, Company Secretary 
 
 Greenhill & Co. International LLP - Lead Financial 
  Adviser and Joint Sponsor 
 Ed Welsh                         [phone] 
 Kirk Wilson 
 David Wyles 
 Michael Lord 
 
 Citigroup Global Markets Limited - Joint Financial 
  Adviser, Joint Sponsor, Joint Global Co-ordinator 
  and Joint Bookrunner 
 Alex De Souza                    [phone] 
 Alex Carter 
 Christopher Wren 
 
 Barclays Bank PLC - Joint Global Co-ordinator 
  and Joint Bookrunner 
 Richard Probert                  [phone] 
 Lawrence Jamieson 
 Stuart Jempson 
 
 Media enquiries: 
 
 Temple Bar Advisory 
 Alex Child-Villiers              [phone] 
 Will Barker                      [phone] 
 

IMPORTANT NOTICE

This Announcement has been issued by, and is the sole responsibility of, Equiniti. No representation or warranty, express or implied, is or will be made by, or in relation to, and no responsibility or liability is or will be accepted by Greenhill & Co. International LLP ("Greenhill"), Citigroup Global Markets Limited ("Citi") and Barclays Bank PLC ("Barclays"), or by any of their respective affiliates or agents or by any advisor to Equiniti or by any of their affiliates or agents as to or in relation to the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore is expressly disclaimed.

This Announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this Announcement except on the basis of the information contained in the Prospectus published by Equiniti in connection with the Rights Issue. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. The information in this Announcement is subject to change.

A copy of the Prospectus is available from the registered office of Equiniti and on Equiniti's website at www.equiniti.com. Provided that the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to Shareholders in the United States, Australia, Canada, Japan or any jurisdiction in which it would be unlawful to do so (each an "Excluded Territory").

Neither the content of Equiniti's website nor any website accessible by hyperlinks on Equiniti's website is incorporated in, or forms part of, this Announcement. The Prospectus gives further details of the New Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

The distribution of this Announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this Announcement, the Prospectus and the Provisional Allotment Letters should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

This Announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this Announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

The Nil Paid Rights, the Fully Paid Rights, the New Shares and the Provisional Allotment Letters have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within 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 any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights or the New Shares in the United States.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investors options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States. This Announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. Any securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act.

To the extent available, the industry and market data contained in this Announcement has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. The Company has not independently verified the data contained therein. In addition, certain industry and market data contained in this Announcement come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry or market data contained in this Announcement.

Notice to all investors

Greenhill is authorised and regulated by the FCA in the United Kingdom. Greenhill is acting for the Company and no one else in connection with this Announcement and the Acquisition and will not regard any other person as a client in relation this Announcement and the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with this Announcement, the Acquisition or any other matter, transaction or arrangement referred to herein.

Citi and Barclays which are authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, are acting solely for the Company and no one else in connection with this Announcement and the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Citi or Barclays, respectively, nor for providing advice in relation to this Announcement or the Acquisition. Neither Citi, Barclays, nor any of their respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi or Barclays, respectively, in connection with this Announcement, the Acquisition, any statement contained in this Announcement or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on Greenhill, Citi or Barclays under FSMA or the regulatory regime established thereunder, Greenhill, Citi and Barclays accept no responsibility whatsoever for the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Equiniti, the Nil Paid Rights, the Fully Paid Rights, the New Shares, the Acquisition or the Rights Issue or any other matter referred to herein. Subject to applicable law, each of Greenhill, Citi and Barclays accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.

No person has been authorised to give any information or to make any representation other than those contained in this Announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Greenhill, Citi or Barclays. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this Announcement shall not, in any circumstances, create any implications that there has been no change in the affairs of Equiniti since the date of this Announcement or that the information in it is correct as at any subsequent date.

Citi or Barclays may, in accordance with applicable laws and regulations, engage in transactions in relation to the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the New Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable laws or regulations, neither Citi nor Barclays propose to make any public disclosure in relation to such transactions.

Cautionary statement regarding forward-looking statements

This Announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Equiniti, WFSS and Equiniti and its subsidiary undertakings, and, where the context requires, its associated undertakings, following the completion of the Acquisition (the "Enlarged Group").

These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", target", "projected", "plan", "goal," "achieve" and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company and the Enlarged Group will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company or the Enlarged Group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's or the Enlarged Group's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's or the Enlarged Group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company or WFSS operates or in economic or technological trends or conditions. Past performance of the Company or WFSS cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause the Company's or the Enlarged Group's actual results to differ materially from the forward-looking statements contained in this Announcement. Forward-looking statements speak only as of their date and the Company, its parent and subsidiary undertakings, the subsidiary undertakings of such parent undertakings, Greenhill, Citi and Barclays and any of their respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law.

You are advised to read this Announcement and the Prospectus in their entirety for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur.

No statement in this Announcement is intended as a profit forecast or a profit estimate and no statement in this Announcement should be interpreted to mean that earnings per share of Equiniti for the current or future financial years would necessarily match or exceed the historical published earnings per share of Equiniti.

APPENDIX - DEFINITIONS / GLOSSARY

 
   "Acquisition"                the proposed acquisition of WFSS 
                                 by Equiniti pursuant to the Purchase 
                                 and Assumption Agreement 
   "Announcement"               this announcement and the contents 
                                 herein 
   "Barclays"                   Barclays Bank PLC 
   "Citi"                       Citigroup Global Markets Limited 
   "Enlarged Group"             the Group following its acquisition 
                                 of WFSS 
   "Company" or "Equiniti"      Equiniti Group plc 
   "Excluded Territories"       Australia (subject to certain 
                                 limited exceptions), Canada and 
                                 South Africa 
   "FCA"                        the Financial Conduct Authority 
                                 acting in its capacity as the 
                                 competent authority for the purposes 
                                 of Part VI of the FSMA 
   "FSMA"                       the Financial Services and Markets 
                                 Act 2000, as amended 
   "Fully Paid Rights"          rights to acquire New Shares, 
                                 fully paid 
   "Greenhill"                  Greenhill & Co. International 
                                 LLP 
   "Group"                      the Company and its subsidiary 
                                 undertakings 
   "Joint Bookrunners"          Barclays and Citi 
   "Listing Rules"              the listing rules of the Financial 
                                 Conduct Authority 
   "Ordinary Shares"            the ordinary shares of GBP0.001 
                                 each in the capital of the Company 
   "New Shares"                 the new Ordinary Shares which 
                                 the Company will allot and issue 
                                 pursuant to the Rights Issue, 
                                 including, where appropriate, 
                                 the Provisional Allotment Letters, 
                                 the Nil Paid Rights and Fully 
                                 Paid Rights 
   "Nil Paid Rights"            rights to acquire New Shares, 
                                 nil paid 
   "Provisional Allotment       a provisional allotment letter 
    Letter"                      relating to Rights and the New 
                                 Shares 
   "Qualifying Non              The Qualifying Shareholders holding 
    CREST Shareholders"          Ordinary Shares in uncertificated 
                                 form; 
   "Qualifying Shareholders"    holders of Existing Shares other 
                                 than, subject to certain limited 
                                 exceptions, those in Excluded 
                                 Territories 
   "Rights"                     Nil Paid Rights and Fully Paid 
                                 Rights 
   "Rights Issue"               the offer of New Shares to Qualifying 
                                 Shareholders at the Issue Price 
                                 made pursuant to the Prospectus 
   "Underwriting Agreement"     the underwriting agreement, dated 
                                 12 September 2017, between the 
                                 Company, Greenhill and the Joint 
                                 Bookrunners 
   "WFSS"                       Wells Fargo Share Registration 
                                 & Services business 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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October 17, 2017 02:00 ET (06:00 GMT)