Company Announcements

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

27 May 2021

RECOMMENDED CASH ACQUISITION

of

EQUINITI GROUP PLC

by

EARTH PRIVATE HOLDINGS LTD

(a newly-formed company owned by funds
managed or advised by Siris Capital Group, LLC)

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Summary

·    The boards of Equiniti Group plc ("EQ" or the "Company") and Earth Private Holdings Ltd ("Bidco") are pleased to announce that they have agreed the terms of a recommended cash acquisition of EQ by Bidco, a newly-incorporated company indirectly owned by funds managed or advised by Siris Capital Group, LLC ("Siris") pursuant to which Bidco will acquire the entire issued and to be issued share capital of EQ (the "Acquisition").

·      Under the terms of the Acquisition, EQ Shareholders will be entitled to receive:

180 pence in cash for each EQ Share

·    The Acquisition values the entire issued and to be issued ordinary share capital of EQ at approximately £673 million on a fully diluted basis, and represents a premium of approximately:

-    56% to the Closing Price of 116 pence per EQ Share on 8 February 2021 (being the last Business Day before initial press speculation of a potential bid for EQ);

-     31% to the Closing Price of 138 pence per EQ Share on 16 April 2021 (being the last Business Day prior to the date of the start of the offer period in relation to the Acquisition); and

-    48% to the Company's daily volume weighted average share price of 122 pence per EQ Share for the six-month period ended 16 April 2021.

·    If, on or after the date of this announcement, any dividend, distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the EQ Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition by the amount of any such dividend, distribution and/or return of capital which is paid or becomes payable by the Company to EQ Shareholders, in which case the relevant eligible EQ Shareholders will be entitled to receive and retain such dividend, distribution and/or return of capital declared, made or paid.

·      It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.  In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75% in value of the Scheme Shares held by those Scheme Shareholders.  Further details of the Scheme and the Court Meeting are contained in the full text of this announcement.  In addition, the implementation of the Scheme must also be approved by EQ Shareholders at the General Meeting. Bidco reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the whole of the issued and to be issued ordinary share capital of the Company as an alternative to the Scheme.

Recommendation and irrevocable undertakings

·     The EQ Directors, who have been so advised by Rothschild & Co and Citi as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.  In providing their advice, Rothschild & Co and Citi have taken into account the commercial assessments of the EQ Directors.  Rothschild & Co is providing independent financial advice to the EQ Directors for the purposes of Rule 3 of the Code.

·      Accordingly, the EQ Directors intend to recommend unanimously that EQ Shareholders vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolutions to be proposed at the General Meeting or, if (subject to the terms of the Co-operation Agreement and with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, accept such Takeover Offer, as all EQ Directors who hold interests in EQ Shares (and, in the case of John Stier, in his personal capacity or through a member of his immediate family) have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and, in the case of John Stier, also in respect of the beneficial holding of his immediate family member) of 754,890 EQ Shares, in aggregate, representing approximately 0.21% of the EQ Shares in issue on the Latest Practicable Date.

·     In addition to the irrevocable undertakings from the EQ Directors, Bidco has also received an irrevocable undertaking from Dr Tim Miller (notwithstanding his stepping down as a director of the Company on 26 May 2021) to vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolutions to be proposed at the General Meeting or, if (subject to the terms of the Co-operation Agreement and with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of such Takeover Offer in respect of a total of 159,050 EQ Shares, in aggregate, representing approximately 0.04% of the EQ Shares in issue on the Latest Practicable Date.

·    Therefore, as at the date of this announcement, Bidco has received irrevocable undertakings to vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolutions to be proposed at the General Meeting or, if (subject to the terms of the Co-operation Agreement and with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of such Takeover Offer with respect to a total of 913,940 EQ Shares, in aggregate, representing approximately 0.25% of the EQ Shares in issue on the Latest Practicable Date.  Full details of the irrevocable undertakings are set out in Appendix 3 to this announcement.

Siris, Bidco and background to and reasons for the Acquisition

·        Bidco is a newly incorporated company, formed on behalf of, and which is indirectly owned by, funds   managed or advised by Siris for the purpose of implementing the Acquisition.

·       Siris is a leading private equity firm that invests primarily in technology companies with mission-critical products and services.  Siris's development of proprietary research to identify opportunities and its extensive collaboration with its Executive Partners are integral to its approach.  Siris's Executive Partners are experienced senior operating executives that actively participate in key aspects of the transaction lifecycle to help identify opportunities and drive strategic and operational value.  Siris has raised nearly $6 billion in cumulative capital commitments.

Timetable and Conditions

·     The Acquisition is subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document.

·      Further details of the Scheme will be set out in the Scheme Document which is expected to be published as soon as practicable (and in any event within 28 days from the date of this announcement unless Bidco and EQ otherwise agree, and the Panel consents, to a later date).

·     Subject to the satisfaction or waiver (as applicable) of all relevant conditions, including the Conditions, and certain terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document, the Scheme will become Effective at the latest by the Long Stop Date.  An expected timetable of principal events will be included in the Scheme Document.

Commenting on the Acquisition, Philip Yea, Chairman of EQ, said:

"EQ is a leading technology-led services and payments specialist with strong market positions in the UK and the US. The EQ Board believes that the offer from Siris represents an attractive and certain value in cash today for EQ's shareholders, reflecting the strength of EQ's high quality business and its future prospects in a still uncertain environment.

I believe that the proposal from Siris can deliver clear benefits to the wider stakeholder group, and provide support for EQ's future development through continuing investment in the people, technology and products so critical to our loyal clients."

Commenting on the Acquisition, Frank Baker, Co-Founder, and Michael Hulslander, Managing Director of Siris, said:

"EQ is a leader, innovator and trusted partner across its mission critical end-markets. We look forward to building on this legacy and supporting the Company as it embarks on a new phase of innovation and industry leadership."

John Swainson, Executive Partner of Siris, added:

"I have been impressed with EQ's commitment to delivering best-in-class solutions to its demanding financial services and enterprise customers. I know that Siris is excited to partner with management to continue this successful track and help the Company achieve its strategic objectives."

This summary should be read in conjunction with, and is subject to, the full text of this announcement and the Appendices.  The Acquisition will be subject to the Conditions and the further terms set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document.  Appendix 2 to this announcement contains the sources and bases of certain information used in this summary and in this announcement.  Appendix 3 contains particulars of the irrevocable undertakings.  Appendix 4 to this announcement contains definitions of certain terms used in this summary and this announcement.

Enquiries

Wachtell, Lipton, Rosen & Katz and Macfarlanes LLP are retained as (respectively) US and UK legal advisers to Siris and Bidco.  Linklaters LLP is retained as legal adviser to EQ.

Important information

Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Bidco and Siris and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Bidco and Siris for providing the protections afforded to clients of Greenhill, nor for providing advice in relation to the matters set out in this announcement.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and Siris and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bidco and Siris for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for EQ and for no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than EQ for providing the protections afforded to its clients in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as financial adviser for EQ and for no one else in connection with the Acquisition and will not be responsible to anyone other than EQ for providing the protections afforded to clients of Citi nor for providing advice in connection with the Acquisition, or any other matters referred to in this announcement.  Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

This announcement is for information purposes only, and is not intended to, and does not, constitute or form part of, any offer or inducement to sell or an invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of EQ in any jurisdiction in contravention of applicable law.  The Acquisition will be made solely on the terms to be set out in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition.  Any vote in respect of the Scheme or other decision or response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).  EQ Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy (or, if applicable, the Offer Document) once these have been dispatched.

This announcement does not constitute a prospectus or prospectus exempted document.

Overseas jurisdictions

This announcement has been prepared in accordance with and for the purpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and may affect the availability of the Acquisition to persons who are not resident in the United Kingdom.  Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements.  Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and should seek appropriate professional advice before taking any action.  In particular, the ability of persons who are not resident in the United Kingdom to vote their EQ Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their EQ Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance and no person may vote in favour of the Acquisition by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction.  Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement and all such documents relating to the Acquisition (including custodians, nominees and trustees) must not distribute or send them into or from a Restricted Jurisdiction.  Doing so may render invalid any related purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Notice to US investors in EQ

In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.  The Acquisition relates to the shares of an English company and it is proposed to be made by means of a scheme of arrangement provided for under English law.  The Scheme will relate to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act.  A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act.  Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.

Financial statements, and all financial information included in the relevant documentation, will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.  However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with applicable UK and US securities laws and regulations, including the US tender offer rules.  Such Takeover Offer would be made in the US by Bidco and no one else.  In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in EQ outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.  If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

The receipt of consideration by a US holder for the transfer of its EQ Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described herein.  Each EQ Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

EQ and Bidco are both incorporated under the laws of England and Wales.  Some or all of the officers and directors of EQ are residents of countries other than the United States.  In addition, some of the assets of Bidco and EQ are located outside the United States.  As a result, it may be difficult for US holders of EQ Shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom.  US holders of EQ Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement) may contain certain "forward-looking statements" with respect to Bidco or EQ.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.  Forward-looking statements often, but do not always, use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof.  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 Bidco's, EQ's, any member of the Bidco Group's or any member of the EQ Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and government regulation on Bidco's, EQ's, any member of the Bidco Group's or any member of the EQ Group's business.  These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.

Such forward looking statements are not guarantees of future performance.  By their nature, because they relate to events and depend on circumstances that will occur in the future, these forward-looking statements involve known and unknown risks, uncertainties that could significantly affect expected results and are based on certain key assumptions and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.

These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and/or exchange rates and the outcome of any litigation.

These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments.  You are cautioned not to place any reliance on such forward-looking statements, which speak only as of the date hereof.  All subsequent oral or written forward-looking statements attributable to Siris, Bidco or EQ or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.  Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.  

None of Siris, Bidco, EQ, or any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Siris, Bidco and EQ assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for EQ for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for EQ.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of EQ as an alternative to the Scheme.  In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment(s) referred to in Appendix 1 to this announcement.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by EQ Shareholders, persons with information rights and other relevant persons for the receipt of communications from EQ may be provided to Bidco during the Offer Period, as required under Section 4 of Appendix 4 to the Code, to comply with Rule 2.11(c).

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at https://investors.equiniti.com/investors and https://siris.com/equintidocuments by no later than 12.00 noon (London time) on the Business Day following the date of publication of this announcement.  Save as expressly referred to in this announcement, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into and do not form part of this announcement.

In accordance with Rule 30.3 of the Code, EQ Shareholders, persons with information rights and participants in EQ Share Schemes may request a hard copy of this announcement by contacting EQ's registrars, Equiniti Limited, between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (except UK public holidays) on 0333 207 6514  if calling from the United Kingdom, or +44 333 207 6514 if calling from outside the United Kingdom, or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom.  Calls are charged at the standard geographical rate and will vary by provider.  Calls outside the United Kingdom will be charged at the applicable international rate.  Please note that Equiniti Limited cannot provide any financial, legal or tax advice, and calls may be recorded and monitored for security and training purposes.  For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.  Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is or becomes interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified.  You should consult the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 requirement

In accordance with Rule 2.9 of the Code, EQ confirms that, as at the Latest Practicable Date, its issued share capital consisted of 367,223,598 ordinary shares of £0.001 each.  The International Securities Identification Number for EQ's ordinary shares is GB00BYWWHR75.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

27 May 2021

RECOMMENDED CASH ACQUISITION

of

EQUINITI GROUP PLC

by

EARTH PRIVATE HOLDINGS LTD

(a newly-formed company owned by funds
managed or advised by Siris Capital Group, LLC)

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

1.   Introduction

The boards of Equiniti Group plc ("EQ" or the "Company") and Earth Private Holdings Ltd ("Bidco") are pleased to announce that they have agreed the terms of a recommended cash acquisition of EQ by Bidco, a newly-incorporated company indirectly owned by funds managed or advised by Siris Capital Group, LLC ("Siris"), pursuant to which Bidco will acquire the entire issued and to be issued share capital of EQ (the "Acquisition").

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.  Bidco reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the whole of the issued and to be issued ordinary share capital of EQ as an alternative to the Scheme.  Further information is set out at paragraph 15 (Structure of the Acquisition) below.

2.   The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document, EQ Shareholders will be entitled to receive:

180 pence in cash for each EQ Share

The Acquisition values the entire issued and to be issued ordinary share capital of EQ at approximately £673 million on a fully diluted basis, and represents a premium of approximately:

·    56% to the Closing Price of 116 pence per EQ Share on 8 February 2021 (being the last Business Day before initial press speculation of a potential bid for EQ);

·     31% to the Closing Price of 138 pence per EQ Share on 16 April 2021 (being the last Business Day prior to the date of the start of the offer period in relation to the Acquisition); and

·     48% to the Company's daily volume weighted average share price of 122 pence per EQ Share for the six-month period ended 16 April 2021.

If, on or after the date of this announcement, any dividend, distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the EQ Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition by the amount of any such dividend, distribution and/or return of capital which is paid or becomes payable by the Company to EQ Shareholders, in which case the relevant eligible EQ Shareholders will be entitled to receive and retain such dividend, distribution and/or return of capital.

The EQ Shares will be acquired under the Acquisition fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made, on or after the Effective Date.

3.   Background to and reasons for the Acquisition

Bidco is a private limited company wholly owned by funds managed or advised by Siris.  Siris has been actively following EQ and the markets in which it operates for over two years and has spent considerable time evaluating the Company.  Through this research, Siris came to appreciate EQ's leading franchises in EQ Boardroom, EQ US, EQ Digital and EQ Paymaster.  Each of these businesses provides both organic and inorganic opportunities that Siris believes can be accelerated in a private setting by leveraging its domain expertise, operating resources and strategic capital.

From a domain expertise perspective, Siris has executed 10 take-private transactions since 2012, including 4 mission-critical financial technology companies.  On the operating front, Siris leverages a team of seasoned senior operating executives (known as its Executive Partners) who lead its portfolio company boards.  The Executive Partners work directly with management to help develop and implement business plans that seek to optimize mature revenue streams while strategically funding growth opportunities.  Lastly, Siris is optimistic about the ability to deploy incremental capital against accretive M&A.

Siris will work closely with management to refine its private company strategy with a long-term perspective to help the Company achieve its full potential.  This strategy, and the Acquisition, are underpinned by Siris's belief that it can execute meaningful near-term acquisitions in EQ's core markets and adjacent sectors.  Importantly, Siris is committed to ensuring that EQ continues to be a partner of choice to its customers.

4.   Recommendation

The EQ Directors, who have been so advised by Rothschild & Co and Citi as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.  In providing their advice, Rothschild & Co and Citi have taken into account the commercial assessments of the EQ Directors.  Rothschild & Co is providing independent financial advice to the EQ Directors for the purposes of Rule 3 of the Code.

Accordingly, the EQ Directors intend to recommend unanimously that EQ Shareholders vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolutions to be proposed at the General Meeting or, if (subject to the terms of the Co-operation Agreement and with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure the acceptance of, such Takeover Offer as all EQ Directors who hold interests in EQ Shares (and, in the case of John Stier, in his personal capacity or through a member of his immediate family) have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and, in the case of John Stier, also in respect of the beneficial holding of his immediate family member) of 754,890 EQ Shares, in aggregate, representing approximately 0.21% of the EQ Shares in issue on the Latest Practicable Date.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

5.   Background to and reasons for the recommendation

EQ is a leading technology-led services and payments specialist with strong market positions in the UK and the US.

Following its listing in 2015, the EQ Group grew its revenues from £292.3 million in 2014 to £555.7 million in 2019 and its underlying EBITDA from £70.0 million in 2014 to £136.0 million in 2019, including the acquisition of the shareholder services business of Wells Fargo in 2018. In financial year 2019, revenues grew by 4.7% and underlying EBITDA by 5.0%. Prior to the commencement of the COVID-19 global pandemic in spring 2020, the EQ Board was confident that in 2021 the EQ Group was well placed to target further growth in revenue and profit, with robust cash generation supporting a continued reduction in leverage.

As reported in EQ's financial year 2020 preliminary results, the onset of the COVID-19 global pandemic caused severe disruption to capital markets and the wider economy, which in combination with the reductions in the US Federal bank rate from 2.5% to 0.25% and the Bank of England base rate from 0.75% to 0.1% have had an unprecedented and widespread effect on EQ's core markets and activities. As a result, EQ's financial performance in 2020 was severely impacted. Revenues declined by 15.1% and underlying EBITDA declined by 32.6% due to the significant reduction in higher-margin market-paid and discretionary projects, as market activities paused and sales cycles extended.

In response, EQ acted rapidly to reduce costs and preserve cash across the business, which it has successfully achieved whilst maintaining its market leading service to clients, as evidenced by continued new client wins and high customer retention throughout the global pandemic.

While the long-term structural growth drivers and fundamental strengths of EQ's business model remain intact and EQ is starting to see signs of improvement in activity levels in its EQ Boardroom and EQ US businesses the timing of recovery in EQ Digital remains particularly uncertain. EQ Digital is dependent on customers committing to new projects and visibility on physical offices re-opening. Further uncertainty remains whether interest income, which has historically been a significant contributor to EQ Group profits, will recover towards historical levels in the foreseeable future and the extent to which alternative fee-based revenue models will be acceptable in key market segments.

Overall there remains significant uncertainty over the trajectory and extent of any recovery in EQ's markets with any return to profitable growth highly dependent on the normalisation of market conditions. As a result of these continuing uncertainties the EQ Board remains unable to provide formal guidance regarding the expected financial outturn for the current year.

Paul Lynam started his role as Chief Executive Officer of EQ on 1 April 2021. Paul immediately initiated a thorough strategic review of the business and has already brought fresh perspective and impetus to the operational and strategic direction required for EQ to maintain and grow its leading market positions and continue its financial recovery.

As a result, the EQ Board is confident that the Company has the right leadership and market positions to take advantage as its market-paid revenues, financial markets and economies recover over time.

It is also important to note that, in order to maintain its leading position as a technology-led services and payments specialist, ongoing investment continues to be required to ensure that the EQ Group's technology offering and solutions remain competitive. Whilst the EQ Board is satisfied with the balance sheet strength and liquidity position of the EQ Group, there is currently limited capacity to finance significant investment beyond the ordinary course from existing resources, which may limit the EQ Group's nearer term ability to participate fully in potential changes to the structure of certain key markets.

In considering a cash offer for the Company today, the EQ Board has compared the certainty of the premium cash value being offered with the future potential value of the Company were it to continue as a standalone business, taking into account the potential risks to its future financial performance.

The EQ Board notes the terms of the Acquisition represent a premium of 56% to the Closing Price of 116 pence per EQ Share on 8 February 2021 (being the last Business Day before initial press speculation of a potential bid for EQ), and 48% to the Company's daily volume weighted average share price of 122 pence per EQ Share for the six month period ended 16 April 2021 (being the last Business Day prior to the date of the start of the offer period in relation to the Acquisition).

Overall, whilst the EQ Board believes EQ will recover strongly under new leadership as its markets return to better levels, taking into account the risks and uncertainties inherent in the trajectory and extent of the recovery of EQ's financial performance, the EQ Board believes that the terms of the Acquisition appropriately recognise the value today of EQ's recovery potential. Therefore, having been so advised by its financial advisors, Rothschild & Co and Citi, as to the financial terms of the Acquisition, the EQ Board believes that the terms of the Acquisition are fair and reasonable.

The EQ Board has also taken into account Bidco's and Siris's intentions for the broader business, management, employees, pension schemes and other stakeholders of the Company. In particular the EQ Board notes the importance and value attached by Bidco and Siris to the skills, experience and commitment of the management and employees of EQ, and its intention to ensure continuing business momentum. The EQ Board has also given due consideration to the assurances given to employees within the EQ Group including the arrangements outlined in the Co-operation Agreement.

Accordingly, following careful consideration of the above factors, the EQ Board intends to recommend unanimously the Acquisition to EQ Shareholders.

6.   Irrevocable undertakings

Bidco has received irrevocable undertakings to vote (or, where applicable, procure voting) in favour of the resolutions to approve the Scheme at the Court Meeting and to vote (or, where applicable, procure voting) in favour of the Resolutions to be proposed at the General Meeting, from all EQ Directors who hold interests in EQ Shares (and in the case of John Stier, in his personal capacity or through a member of his immediate family) in respect of such beneficial holdings (and in the case of John Stier, also in respect of the beneficial holding of his immediate family member) of 754,890 EQ Shares (in aggregate, representing approximately 0.21% of the EQ Shares in issue on the Latest Practicable Date).

In addition to the irrevocable undertakings from the EQ Directors, Bidco has also received an irrevocable undertaking from Dr Tim Miller (notwithstanding his stepping down as a director of the Company on 26 May 2021) to vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolutions to be proposed at the General Meeting or, if (subject to the terms of the Co-operation Agreement and with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of such Takeover Offer in respect of a total of 159,050 EQ Shares, in aggregate, representing approximately 0.04% of the EQ Shares in issue on the Latest Practicable Date.

Therefore, as at the date of this announcement, Bidco has received irrevocable undertakings to vote, or procure the voting, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolutions to be proposed at the General Meeting or, if (subject to the terms of the Co-operation Agreement and with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of such Takeover Offer with respect to a total of 913,940 EQ Shares, in aggregate, representing approximately 0.25% of the EQ Shares in issue on the Latest Practicable Date.  Full details of the irrevocable undertakings are set out in Appendix 3 to this announcement.

7.   Information on Bidco and Siris

Bidco is a newly incorporated company, formed on behalf of, and which is indirectly owned by funds managed or advised by Siris for the purpose of implementing the Acquisition.  The directors of Bidco are Frank Baker, Peter Berger and Jeffrey Hendren.

Siris is a leading private equity firm that invests primarily in technology companies with mission-critical products and services.  Siris's development of proprietary research to identify opportunities and its extensive collaboration with its Executive Partners are integral to its approach.  Siris's Executive Partners are experienced senior operating executives that actively participate in key aspects of the transaction lifecycle to help identify opportunities and drive strategic and operational value.  Siris has raised nearly $6 billion in cumulative capital commitments.

8.   Information on EQ

EQ is an international technology-led services and payments specialist.  With over 5,000 employees, it supports 36 million people in 120 countries.  EQ's purpose is to care for every customer and simplify every transaction, delivered with less of an impact on the environment.

EQ serves clients and customers through four divisions:

·         EQ Boardroom: Share registration, governance and investor relations advisory, and employee benefits services;

·         EQ Digital: Helping regulated businesses and Government to manage customers through innovative digital solutions;

·         EQ Paymaster: Pensions, annuities, flexible benefits and payroll for the UK's largest public and private sector organisations; and

·         EQ US: Transfer agency, equity compensation services and digital solutions for U.S. firms; serving the world's leading brands since 1929.

EQ is a public limited company registered in England and Wales.  The EQ Shares are listed on the Premium Segment of the Official List and admitted to trading on the London Stock Exchange's Main Market for listed securities.

9.   Conditions

The Acquisition and, accordingly, the Scheme will be subject to a number of conditions, which will be set out in the Scheme Document, and which are set out in Appendix 1 to this announcement, including:

·        the Scheme becoming Effective by not later than the Long Stop Date (or such later date as Bidco and  the Company may agree and the Panel and the Court may allow), failing which the Scheme will lapse;

·        receipt of approval from the FCA with respect to the change in control of the UK-regulated entities in the EQ Group;

·         the DFS approving or waiving any applications, filings and notices, as applicable, as may be required in connection with the Acquisition;

·    expiration or termination of any applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended;

·       approval of the Scheme by a majority in number of those Scheme Shareholders present and voting at the Court Meeting in person or by proxy, representing at least 75% in value, of the Scheme Shares held by such Scheme Shareholders;

·         approval of the Resolutions by the requisite majority of the EQ Shareholders at the General Meeting;

·        the satisfaction or (where applicable) waiver, prior to the sanction of the Scheme by the Court, of all the other Conditions;

·         the sanction of the Scheme by the Court (with or without modification on terms agreed by the Company and Bidco); and

·          the delivery of a copy of the Scheme Court Order to the Registrar of Companies.

10. Management, employees, pensions, research and development and locations

Bidco's strategic plans for EQ

As set out in paragraph 3 (Background to and reasons for the Acquisition) above, Bidco values EQ's leading franchises in EQ Boardroom, EQ US, EQ Digital and EQ Paymaster.  Each of these businesses provides both organic and inorganic opportunities that Bidco believes can be accelerated in a private setting by leveraging Siris's domain expertise, operating resources and strategic capital.

Bidco will work closely with the management of EQ following completion of the Acquisition to refine its private company strategy with a long-term perspective to help the Company achieve its full potential.  This will include investment in EQ's existing business to accelerate organic growth through initiatives such as cross-selling from the U.K. into the U.S.  From an inorganic perspective, Bidco believes that with the support of Siris, it can execute meaningful near-term acquisitions in EQ's core markets and adjacent sectors.  This belief underpins not only the private company strategy, but also the Acquisition.  Key targets for inorganic investment and acquisitions may include share registry, transfer agency, investor communications, private markets, proxy services, pension administration and other businesses with complementary assets, technology and platforms to EQ's.  Importantly, Bidco is committed to ensuring that EQ continues to be a partner of choice to its customers.

In line with market practice for a public offer process, Bidco completed a short period of confirmatory due diligence on EQ prior to this announcement.  Following completion of the Acquisition and in pursuit of the organic growth of EQ as a standalone business, Bidco intends to review EQ's business and operations. As part of this review, Bidco will look to implement best practices across EQ's business and operations, leveraging Siris's domain expertise and operating resources. As at the date of this announcement, the results of the review are uncertain and no firm decisions have been made in relation to specific actions which may be taken.  However, based on Siris's experience relating to previous transactions and due diligence carried out by Bidco to date, Bidco does not expect its review to result in a material headcount reduction (other than in relation to EQ Group roles and/or headquarters functions that will no longer be required as a result of the delisting of the business, and are not material relative to the EQ Group as a whole) or changes in the operations and places of business.  Any headcount reductions will be carried out in accordance with applicable law (including, in jurisdictions where relevant, informing and consulting obligations).

If Bidco and/or Siris is successfully able to enter into acquisitions or other business combinations to support its inorganic growth agenda as set out above, the integration and realisation of synergies in respect of such transactions may (depending on, among other things, the scale, geographic location, organizational/functional structure and products of any such acquisition(s) or combination(s)) result in potentially material changes to EQ's headcount and/or its operations and places of business.

Existing employment rights and pensions

Bidco confirms that, following the completion of the Acquisition, the existing contractual and statutory employment rights of all EQ management and employees will be fully safeguarded in accordance with applicable law.  Bidco does not intend to make any material change to the conditions of employment or, subject to the outcome of the review referred to above, the balance of skills and functions of the employees and management of EQ.

Bidco recognises the importance of fulfilling the EQ Group's pension obligations and of ensuring that its pension schemes are appropriately funded in accordance with statutory requirements.

The EQ Group operates or participates in five funded defined benefit pension plans in the UK: the ICS Pension Scheme, the Paymaster Pension Scheme, the Prudential Platinum Pension - MyCSP Limited Fund, the Prudential Platinum Pension - Equiniti Services Limited Fund and the Industrywide Coal Staff Superannuation Scheme - Paymaster (1836) Employer Fund.  Each of these defined benefit plans are closed to new entrants.

The Paymaster Pension Scheme and the Prudential Platinum Pension - Equiniti Services Limited Fund remain open to further benefit accrual by a small number of active members.  Bidco does not have any plans to terminate the benefit accrual of the small number of active members under the Paymaster Pension Scheme and the Prudential Platinum Pension - Equiniti Services Limited Fund.

Bidco intends to maintain contributions payable to the plans under the existing schedules of contribution entered into in respect of each defined benefit pension plan pursuant to Part 3 of the Pensions Act 2004 or equivalent laws that relate to Northern Ireland.

The EQ Group operates defined contribution pension arrangements in respect of its employees in the United Kingdom.  Bidco does not plan to make any changes to the terms of such defined contribution pension arrangements.

The EQ Group also operates pension schemes in other jurisdictions.  Bidco does not plan to make any changes to the terms of such schemes.

Bidco expects that, upon completion of the Acquisition, each of the Non-Executive Directors of the EQ Board will resign from their office as a Director of EQ.

Management incentivisation arrangements

Following completion of the Acquisition, as part of the review referred to above, Bidco will analyse the management, governance and incentive structure of EQ.  Bidco has not entered into any form of incentivisation or any other arrangements with members of EQ's management, nor has it had discussions about the terms of any such incentivisation or arrangement.  It intends to enter into such discussions for certain members of the EQ management team and put in place appropriate arrangements for management of EQ following completion of the Acquisition.

Headquarters, fixed assets and research & development

No redeployment of EQ's fixed asset base is envisaged.  Following the completion of the review referred to above, Bidco may identify operating units within the EQ Group where investment can be increased or specific business units that can be prioritised.  However, based on its preliminary due diligence undertaken to date, Bidco does not expect the Acquisition to result in a material impact on the research and development functions of EQ.  Furthermore, Bidco does not expect its review to result in material changes to the operations, places of business or headquarters of EQ.

De-listing and corporate governance

Prior to the Scheme becoming Effective, as noted in paragraph 16 (De-listing, cancellation of trading and re-registration), it is intended that applications will be made to the London Stock Exchange to cancel the trading in EQ Shares on the London Stock Exchange's Main Market for listed securities and to the FCA to cancel the listing of EQ Shares from the Official List, in each case to take effect on or shortly after the Effective Date.

It is intended that EQ be re-registered as a private limited company as soon as practicable on or following the Effective Date.

11. EQ Share Schemes

The Acquisition will affect participants in the EQ Share Schemes. In summary, Bidco and EQ have agreed that Bidco will make appropriate proposals to the holders of options and awards under the EQ Share Schemes (excluding participants in the EQ SIP, whose EQ Shares will be subject to the Scheme) in accordance with Rule 15 of the Code.  Further details of these arrangements will be communicated to participants of the EQ Share Schemes in due course.  Awards and options which vest and are exercised prior to the Scheme Record Time will be satisfied by the allotment, issue or transfer of EQ Shares prior to the Scheme Record Time and those EQ Shares will be subject to the Scheme.

12. Disclosure of interests in EQ

As at the Latest Practicable Date, save for the irrevocable undertakings referred to in paragraph 4 (Recommendation) and paragraph 6 (Irrevocable undertakings) above, none of Siris, Bidco, nor any of their respective directors nor, so far as each of them or their respective directors are aware, any person acting in concert with each of Siris or Bidco for the purposes of the Acquisition:

·         had an interest in, or right to subscribe for, or had any arrangement in relation to, any EQ Shares or any relevant securities of EQ;

·         had any short position in relation to any EQ Shares or any relevant securities of EQ, whether conditional or absolute and whether in the money or otherwise, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any EQ Shares or any relevant securities of EQ;

·        had any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Takeover Code, in relation to EQ Shares or in relation to any securities convertible into EQ Shares;

·      had procured an irrevocable commitment or a letter of intent to accept the terms of the Acquisition in respect of any EQ Shares or any relevant securities of EQ; or

·         had borrowed or lent any EQ Shares or any relevant securities of EQ.

For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities of EQ which may be an inducement to deal or refrain from dealing in such securities.

Each of Siris and Bidco has confirmed that, as at the Latest Practicable Date, none of its concert parties has an interest in any EQ Shares or any relevant securities of EQ.

13. Financing of the Acquisition

The consideration payable to EQ Shareholders pursuant to the Acquisition will be financed by a combination of debt and equity financing made available, directly or indirectly, to Bidco.

The equity financing is to be provided by funds managed or advised by Siris, which will subscribe for indirect interests in Bidco on or around the Effective Date.  It is anticipated that certain existing investor groups in investment vehicles managed and/or advised by Siris affiliates, or certain other third party co-investors, may invest indirectly in entities which control Bidco in connection with the Acquisition, via co-investment limited partnerships controlled by Siris affiliates or through such other investment arrangements as may be agreed.  Further details will be provided if and when any such arrangements are consummated.

The remaining funding is to be provided via a £495,000,000 interim bridge facility made available under the Interim Facilities Agreement.

In accordance with Rule 2.7(d) of the Code, Greenhill and Goldman Sachs International, as financial advisers to Siris and Bidco, are satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the cash consideration payable to EQ Shareholders in connection with the Acquisition.

14. Offer-related arrangements

Confidentiality Agreement

On 11 February 2020, EQ and Siris entered into a confidentiality agreement (the "Confidentiality Agreement") in relation to the Acquisition, pursuant to which, amongst other things, Siris undertook to: (i) subject to certain exceptions, keep information relating to EQ confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations and certain other provisions of the Confidentiality Agreement remain in force for a period of two years from the date of the Confidentiality Agreement (or, if earlier, the completion of the Acquisition).  The Confidentiality Agreement contains certain other provisions which ceased to apply on 11 February 2021, including a customary non-solicit provision, which restricted Siris from soliciting or employing certain EQ Group employees, and standstill provisions which restricted Siris from acquiring or agreeing or offering to acquire interests in certain securities of EQ without EQ's prior written consent.

Co-operation Agreement

Bidco and EQ have entered into a co-operation agreement on or around the date of this announcement (the "Co-operation Agreement") in connection with the Acquisition.

Pursuant to the Co-operation Agreement, each of Bidco and EQ have agreed to co-operate with each other, and Bidco has agreed to use all reasonable endeavours to achieve and otherwise satisfy the Regulatory Conditions (being the Conditions set out in paragraphs 3.1 to 3.3 (inclusive) of Appendix 1 to this announcement) as promptly as reasonably practicable (and, in any event, in sufficient time so as to enable the Effective Date to occur on or prior to the Long Stop Date).  Bidco has also agreed to certain provisions if the Acquisition were to be implemented pursuant to a Takeover Offer rather than pursuant to the Scheme. The Co-operation Agreement also contains provisions that will apply in respect of the EQ Share Schemes and certain other employee incentive arrangements, further details will be set out in the Scheme Document.

The Co-operation Agreement will terminate in certain circumstances, including where it is agreed in writing between Bidco and EQ at any time prior to the Effective Date, or upon service of written notice by Bidco to EQ or EQ to Bidco if (among other things) certain changes occur in relation to the EQ Board's recommendation of the Acquisition, if the Acquisition lapses, terminates or is withdrawn on or prior to the Long Stop Date (other than in certain circumstances including a switch to a Takeover Offer agreed between EQ and Bidco), or a third party has announced a firm intention to make an offer or revised offer for EQ which completes, becomes effective or is declared or becomes unconditional in all respects.

15. Structure of the Acquisition

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement of EQ under Part 26 of the Companies Act.  The Scheme is an arrangement between EQ and the Scheme Shareholders.  The procedure involves, among other things, an application by EQ to the Court to sanction the Scheme.  The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued share capital of EQ on the Effective Date, in consideration for which Scheme Shareholders will receive cash on the basis set out in paragraph 2 (The Acquisition), above.

The Acquisition is subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document.  A brief summary of certain of the Conditions to which the Acquisition will be subject are set out at paragraph 9 (Conditions), above.

Upon the Scheme becoming Effective: (i) it will be binding on all EQ Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and/or the General Meeting (and, if they attended and voted, whether or not they voted in favour of the Scheme at the Court Meeting or in favour of or against the Resolutions at the General Meeting); and (ii) share certificates in respect of EQ Shares will cease to be of value and should be destroyed and entitlements to EQ Shares held within the CREST system will be cancelled.

Any EQ Shares issued before the Scheme Record Time will be subject to the terms of the Scheme.  The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the EQ Articles be amended to incorporate provisions requiring any EQ Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities).  The provisions of the EQ Articles (as amended) will avoid any person (other than Bidco and/or its nominees) holding shares in the capital of Bidco after the Effective Date.

If the Scheme does not become Effective on or before the Long Stop Date (or such later date as Bidco and the Company may agree and the Panel and the Court may allow), it will lapse and the Acquisition will not proceed.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting.  The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by EQ Shareholders.

The Scheme Document together with the notices of the Court Meeting and the General Meeting and the Forms of Proxy will be published as soon as practicable and, in any event, within 28 days of this announcement (or on such later date as may be agreed by Bidco and EQ with the consent of the Panel).

The Court Meeting and the General Meeting are expected to be held in July 2021.  The Scheme is expected to become Effective in the fourth calendar quarter of 2021, subject to the satisfaction or waiver (as applicable) of all relevant conditions, including the Conditions and certain further terms set out in Appendix 1 to this announcement.

EQ will continue to monitor the latest government guidance in relation to gatherings and meetings in light of the Covid-19 pandemic and will make appropriate logistical arrangements for the Court Meeting and General Meeting. Further details of the Court Meeting and the General Meeting will be contained in the Scheme Document.

Bidco reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of EQ as an alternative to the Scheme.  In such an event, the Takeover Offer will be implemented on substantially the same terms (subject to appropriate amendments) or, if Bidco so decides, on such other terms being no less favourable, so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 to this announcement.

16. De-listing, cancellation of trading and re-registration

It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in EQ Shares on the London Stock Exchange's Main Market for listed securities and the listing of the EQ Shares on the Official List on or shortly after the Effective Date.

It is expected that the last day of dealings in EQ Shares on the Main Market of the London Stock Exchange will be the date of the Scheme Court Hearing, and that no transfers will be registered after 6.00 p.m. (London time) on that date.

It is intended that EQ be re-registered as a private limited company as part of the Acquisition, and for this to take effect as soon as practicable on or following the Effective Date.

17. Overseas shareholders

The availability of the Acquisition and the distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction(s).  Such persons should inform themselves about and observe any applicable requirements.  EQ Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities.  EQ Shareholders are advised to read carefully the Scheme Document and the Forms of Proxy once these have been dispatched.

18. General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Scheme Document.

The Scheme Document, along with the notices of the Court Meeting and the General Meeting and the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of this announcement (or on such later date as may be agreed by Bidco and EQ with the consent of the Panel).

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, EQ Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document.

Appendix 1 contains the Conditions and certain further terms of the Acquisition.  Appendix 2 contains details of sources of information and bases of calculation contained in this announcement.  Appendix 3 contains certain details relating to the irrevocable undertakings referred to in this announcement.  Appendix 4 contains definitions of certain terms used in this announcement.

19. Consents

Greenhill, Goldman Sachs International, Rothschild & Co and Citi have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

20. Documents available on website

Copies of this announcement and the documents listed below will, by no later than 12.00 noon on the Business Day following the date of this announcement, be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at https://investors.equiniti.com/investors and https://siris.com/equintidocuments.  Save as expressly referred to in this announcement, the contents of such websites (including the documents listed below) are not incorporated into and do not form part of this announcement.

·         the Confidentiality Agreement;

·         the Co-operation Agreement;

·        the documents entered into for the financing of the Acquisition referred to in paragraph 13 (Financing of the Acquisition) above;

·        the irrevocable undertakings referred to in paragraph 4 (Recommendation) and paragraph 6 (Irrevocable undertakings) above and described in Appendix 3 to this announcement; and

·     the written consents provided by Greenhill, Goldman Sachs International, Rothschild & Co and Citi referred to in paragraph 19 (Consents) above.

Enquiries

Wachtell, Lipton, Rosen & Katz and Macfarlanes LLP are retained as (respectively) US and UK legal advisers to Siris and Bidco.  Linklaters LLP is retained as legal adviser to EQ.

Important information

Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Bidco and Siris and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Bidco and Siris for providing the protections afforded to clients of Greenhill, nor for providing advice in relation to the matters set out in this announcement.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and Siris and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bidco and Siris for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for EQ and for no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than EQ for providing the protections afforded to its clients in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as financial adviser for EQ and for no one else in connection with the Acquisition and will not be responsible to anyone other than EQ for providing the protections afforded to clients of Citi nor for providing advice in connection with the Acquisition, or any other matters referred to in this announcement.  Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

This announcement is for information purposes only, and is not intended to, and does not, constitute or form part of, any offer or inducement to sell or an invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of EQ in any jurisdiction in contravention of applicable law.  The Acquisition will be made solely on the terms to be set out in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition.  Any vote in respect of the Scheme or other decision or response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).  EQ Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy (or, if applicable, the Offer Document) once these have been dispatched.

This announcement does not constitute a prospectus or prospectus exempted document.

Overseas jurisdictions

This announcement has been prepared in accordance with and for the purpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and may affect the availability of the Acquisition to persons who are not resident in the United Kingdom.  Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements.  Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and should seek appropriate professional advice before taking any action.  In particular, the ability of persons who are not resident in the United Kingdom to vote their EQ Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their EQ Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance and no person may vote in favour of the Acquisition by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction.  Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement and all such documents relating to the Acquisition (including custodians, nominees and trustees) must not distribute or send them into or from a Restricted Jurisdiction.  Doing so may render invalid any related purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Notice to US investors in EQ

In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.  The Acquisition relates to the shares of an English company and it is proposed to be made by means of a scheme of arrangement provided for under English law.  The Scheme will relate to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act.  A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act.  Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.

Financial statements, and all financial information included in the relevant documentation, will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.  However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with applicable UK and US securities laws and regulations, including the US tender offer rules.  Such Takeover Offer would be made in the US by Bidco and no one else.  In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in EQ outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.  If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

The receipt of consideration by a US holder for the transfer of its EQ Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described herein.  Each EQ Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

EQ and Bidco are both incorporated under the laws of England and Wales.  Some or all of the officers and directors of EQ are residents of countries other than the United States.  In addition, some of the assets of Bidco and EQ are located outside the United States.  As a result, it may be difficult for US holders of EQ Shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom.  US holders of EQ Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement) may contain certain "forward-looking statements" with respect to Bidco or EQ.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.  Forward-looking statements often, but do not always, use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof.  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 Bidco's, EQ's, any member of the Bidco Group's or any member of the EQ Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and government regulation on Bidco's, EQ's, any member of the Bidco Group's or any member of the EQ Group's business.  These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.

Such forward looking statements are not guarantees of future performance.  By their nature, because they relate to events and depend on circumstances that will occur in the future, these forward-looking statements involve known and unknown risks, uncertainties that could significantly affect expected results and are based on certain key assumptions and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.

These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and/or exchange rates and the outcome of any litigation.

These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments.  You are cautioned not to place any reliance on such forward-looking statements, which speak only as of the date hereof.  All subsequent oral or written forward-looking statements attributable to Siris, Bidco or EQ or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.  Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. 

None of Siris, Bidco, EQ, or any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Siris, Bidco and EQ assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for EQ for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for EQ.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, subject to the terms of the Co-operation Agreement and with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of EQ as an alternative to the Scheme.  In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 to this announcement.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by EQ Shareholders, persons with information rights and other relevant persons for the receipt of communications from EQ may be provided to Bidco during the Offer Period, as required under Section 4 of Appendix 4 to the Code, to comply with Rule 2.11(c).

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at https://investors.equiniti.com/ and https://siris.com/equintidocuments by no later than 12.00 noon (London time) on the Business Day following the date of publication of this announcement.  Save as expressly referred to in this announcement, neither the contents of these websites nor any website accessible from hyperlinks is incorporated into and do not form part of this announcement.

In accordance with Rule 30.3 of the Code, EQ Shareholders, persons with information rights and participants in EQ Share Schemes may request a hard copy of this announcement by contacting EQ's registrars, Equiniti Limited, between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (except UK public holidays) on 0333 207 6514 if calling from the United Kingdom, or +44 333 207 6514 if calling from outside the United Kingdom, or by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom.  Calls are charged at the standard geographical rate and will vary by provider.  Calls outside the United Kingdom will be charged at the applicable international rate.  Please note that Equiniti Limited cannot provide any financial, legal or tax advice, and calls may be recorded and monitored for security and training purposes.  For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.  Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is or becomes interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified.  You should consult the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 requirement

In accordance with Rule 2.9 of the Code, EQ confirms that, as at the Latest Practicable Date, its issued share capital consisted of 367,223,598 ordinary shares of £0.001 each.  The International Securities Identification Number for EQ's ordinary shares is GB00BYWWHR75.

APPENDIX 1

CONDITIONS

Part 1:  Conditions to the Scheme and the Acquisition

1.   The Acquisition shall be conditional upon the Scheme becoming Effective, subject to the provisions of the Code, by no later than 11.59 p.m. (UK time) on the Long Stop Date (or such later date as Bidco and the Company may agree and the Panel and (if required) the Court may allow).

Scheme approval

2.   The Scheme shall be conditional upon:

2.1.      approval of the Scheme at the Court Meeting (or at any adjournment thereof, provided that the Court Meeting may not be adjourned beyond the 22^nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course, or such later date (if any) as Bidco and the Company may agree and (if required) the Court may allow) by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing 75% or more in value of the Scheme Shares held by those Scheme Shareholders;

2.2.      all resolutions in connection with or required to approve and implement the Scheme as set out in the notice of the General Meeting (including, without limitation, the Resolutions) being duly passed by the requisite majority at the General Meeting (or at any adjournment thereof, provided that the General Meeting may not be adjourned beyond the 22^nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course, or such later date (if any) as Bidco and the Company may agree and (if required) the Court may allow); and

2.3.       the sanction of the Scheme by the Court without modification, or with modification on terms acceptable to Bidco and the Company, provided that the Scheme Court Hearing may not be adjourned beyond the 22^nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date (if any) as Bidco and the Company may agree and the Panel and (if required) the Court may allow) and the delivery of a copy of the Scheme Court Order to the Registrar of Companies.

General Conditions

3.   In addition, Bidco and the Company have agreed that the Acquisition shall be conditional upon the following Conditions and, accordingly, the Scheme Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

Antitrust

3.1.       to the extent necessary, all notifications and filings having been made, and expiration or termination of any applicable waiting period (or extension thereof), under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

Regulatory

FCA change in control:

3.2.       the FCA:

3.2.1.    giving notice in writing in accordance with section 189(4)(a) of FSMA that it has determined to approve unconditionally; or

3.2.2.   giving notice in writing in accordance with sections 189(4)(b)(i) and (7) of FSMA that it has determined to approve subject to conditions that are satisfactory to Bidco; or

3.2.3.    being treated, by virtue of section 189(6) of FSMA, as having approved,

the acquisition of control (as defined in section 181 of FSMA read in conjunction with the Financial Services and Markets Act 2000 (Controllers) (Exemptions) Order 2009) over Equiniti Financial Services Limited, Paymaster (1836) Limited, Equiniti Global Payments Limited, Equiniti Gateway Limited and The Nostrum Group Limited which will arise from the successful completion of the Acquisition;

DFS change in control:

3.3.      the DFS approving or waiving any applications, filings and notices, as applicable, as may be required in connection with the Acquisition;

Other Third Party clearances

3.4.      other than in respect of Conditions 3.1, 3.2 and 3.3, all material notifications to and filings with, Third Parties which are necessary under any applicable law or regulation having been made, all necessary waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed, been terminated or waived (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, EQ or any other member of the Wider EQ Group by any member of the Wider Bidco Group or the carrying on by any member of the Wider EQ Group of its business;

3.5.     no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case not having withdrawn the same) or having required any action to be taken or otherwise having intervened or done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case not having withdrawn the requirement or action) and there not continuing to be outstanding any statute, regulation, decision or order of any Third Party in each case which would or might reasonably be expected to (in any case, which is material in the context of the Acquisition):

3.5.1.    make the Scheme or the Acquisition or, in each case, its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control or management of, EQ or any member of the Wider EQ Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, restrict or materially delay the same or impose additional material conditions or material obligations with respect to the Scheme or the Acquisition or such acquisition, or otherwise materially impede, challenge or interfere with the Scheme or Acquisition or such acquisition, or require material amendment to the terms of the Scheme or Acquisition or the acquisition or proposed acquisition of any EQ Shares or the acquisition of control or management of EQ or the Wider EQ Group by Bidco or any member of the Bidco Group;

3.5.2.    limit or delay, or impose any limitations on, the ability of any member of the Wider Bidco Group or any member of the Wider EQ Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider EQ Group or any member of the Wider Bidco Group;

3.5.3.   require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group of any shares or other securities in the Wider EQ Group;

3.5.4.   require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group or by any member of the Wider EQ Group of all or any material portion of their respective businesses, assets or properties or materially limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof;

3.5.5.    except pursuant to sections 974 to 991 of the Companies Act, require any member of the Wider Bidco Group or of the Wider EQ Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of the Wider EQ Group or any asset owned by any third party (other than in the implementation of the Acquisition);

3.5.6.    materially limit the ability of any member of the Wider Bidco Group or of the Wider EQ Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Bidco Group or of the Wider EQ Group to an extent that is material in the context of the Wider Bidco Group taken as a whole or the Wider EQ Group taken as a whole (as the case may be) or in the context of the Acquisition;

3.5.7.    result in any member of the Wider EQ Group or the Wider Bidco Group ceasing to be able to carry on business under any name under which it presently does so to an extent that is material in the context of the Wider Bidco Group taken as a whole or the Wider EQ Group taken as a whole (as the case may be) or in the context of the Acquisition; or

3.5.8.   otherwise materially adversely affect any or all of the business, assets, profits, financial or trading position, prospects or operational performance of any member of the Wider EQ Group or of the Wider Bidco Group,

and all applicable waiting and other time periods (including extensions thereof) during which any Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any relevant jurisdiction or otherwise intervene having expired, lapsed or been terminated;

3.6.     all material Authorisations which are necessary in any relevant jurisdiction for or in respect of the Scheme or Acquisition or, except pursuant to sections 974 to 991 of the Companies Act, the acquisition or proposed acquisition of any shares or other securities in, or control or management of, EQ or any other member of the Wider EQ Group by any member of the Wider Bidco Group or the carrying on by any member of the Wider EQ Group of its business having been obtained or having been deemed to have been given or obtained, in terms and in a form satisfactory to Bidco (acting reasonably), from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider EQ Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes effective or otherwise wholly unconditional and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same (except, in respect of Authorisations which are necessary for the carrying on by the Wider EQ Group of its business, where the absence of such Authorisation would not have a material adverse effect on the Wider EQ Group (taken as a whole));

Certain matters arising as a result of any arrangement, agreement, etc.

3.7.       except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider EQ Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject, which, in each case as a consequence of the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control of, EQ or any other member of the Wider EQ Group by any member of the Wider Bidco Group, would or might reasonably be expected to result in:

3.7.1.   any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider EQ Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Wider EQ Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

3.7.2.   the creation or enforcement, save in the ordinary course of business, of any mortgage, charge or other security interest over the whole or any material part of the business, property, assets or interests of any member of the Wider EQ Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;

3.7.3.  any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider EQ Group thereunder, being terminated or adversely modified or adversely affected or any adverse action being taken;

3.7.4.   any material asset or material interest of any member of the Wider EQ Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider EQ Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider EQ Group otherwise than in the ordinary course of business;

3.7.5.    any member of the Wider EQ Group ceasing to be able to carry on business under any name under which it presently does so;

3.7.6.    the creation or acceleration of material liabilities (actual or contingent) by any member of the Wider EQ Group other than in the ordinary course of business;

3.7.7.    the rights, liabilities, obligations or interests of any member of the Wider EQ Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being or likely to become terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

3.7.8.   the financial or trading position or the prospects or operational performance or the value of any member of the Wider EQ Group being prejudiced or adversely affected to an extent which would have a material adverse effect on the Wider EQ Group (taken as a whole); or

3.7.9.  any liability of any member of the Wider EQ Group to make any material severance, termination, bonus or other payment to any of its directors or other officers other than in the ordinary course of business,

which, in each of the foregoing cases is material and adverse in the context of the Wider EQ Group (taken as a whole), and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would or would reasonably be expected to result in any of the events or circumstances which are referred to in Conditions 3.7.1 to 3.7.8 (in each case, to an extent which is material and adverse in the context of the Wider EQ Group (taken as a whole));

Certain events occurring since 31 December 2020

3.8.       since 31 December 2020, except as Disclosed, no member of the Wider EQ Group having:

3.8.1.  issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities, or transferred or sold any shares out of treasury, other than as between EQ and wholly-owned subsidiaries of EQ, or between wholly-owned subsidiaries of EQ, other than any shares issued, or shares transferred from treasury, upon the exercise of any options granted under any of the EQ Share Schemes;

3.8.2.    purchased or redeemed or repaid any of its own shares or other securities or reduced or, except in respect of the matters mentioned in Condition 3.8.1, above, made any other change to any part of its share capital;

3.8.3.   recommended, declared, paid or made any dividend, other than any dividend recommended, declared, paid or made in the ordinary course, or other distribution whether payable in cash or otherwise or made any bonus issue (other than to EQ or a wholly-owned subsidiary of EQ);

3.8.4.  except as between EQ and its wholly-owned subsidiaries or between such wholly-owned subsidiaries made or authorised any change in its loan capital;

3.8.5.  other than in the ordinary course of business, or a transaction between EQ and a wholly-owned subsidiary of EQ or between such wholly-owned subsidiaries, or pursuant to the Acquisition, merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any material assets or any right, title or interest in any material assets (including shares in any undertaking and trade investments), entered into, implemented, effected or authorised any joint venture, asset or profit-sharing arrangement, partnership, composition, assignment, merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement or authorised the same, in any such case to an extent that is material in the context of the Wider EQ Group (taken as a whole) or in the context of the Acquisition;

3.8.6.    issued or authorised the issue of, or made any change in or to, any debentures or (except in the ordinary course of business or except as between EQ and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or liability (actual or contingent) which is material in the context of the Wider EQ Group (taken as a whole) or in the context of the Acquisition;

3.8.7.   other than in the ordinary course of business, entered into, materially varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

3.8.7.1.       is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude; or

3.8.7.2.      is reasonably likely to restrict the business of any member of the Wider EQ Group,

which, in any such case, is material and adverse in the context of the Wider EQ Group (taken as a whole);

3.8.8.    terminated or varied the terms of any agreement or arrangement between any member of the Wider EQ Group and any other person in a manner which would or might be expected to have a material adverse effect on the financial position of the Wider EQ Group (taken as a whole);

3.8.9.   other than in the ordinary course of business, entered into any licence or other disposal of intellectual property rights of any member of the Wider EQ Group which are material in the context of the Wider EQ Group;

3.8.10. entered into or materially varied the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Wider EQ Group, except for salary increases, bonuses or variations of terms in the ordinary course or as a result of genuine promotion;

3.8.11.  (other than in respect of a member of the Wider EQ Group which is dormant and was solvent at the time) taken or proposed any steps or any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made in relation to the suspension of payments or a moratorium of any indebtedness, for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;

3.8.12.  been unable, or admitted in writing that it is unable, to pay its debts, commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context if the Wider EQ Group (taken as a whole);

3.8.13.  waived or compromised any claim which is material in the context of the Wider EQ Group (taken as a whole) or in the context of the Acquisition, otherwise than in the ordinary course of business;

3.8.14. (except as disclosed on publicly available registers) or envisaged in accordance with the terms of the Scheme, made any alteration to its memorandum or articles of association which is material in the context of the Acquisition;

3.8.15. except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to or procured any significant change to:

3.8.15.1.   the terms of the trust deeds, rules, policies or other governing documents constituting any pension scheme(s) or other retirement or death benefit arrangement(s) established by (or participated in by) any member of the Wider EQ Group for its directors, employees or their dependants ("Relevant Pension Schemes");

3.8.15.2.     the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable under any Relevant Pension Scheme;

3.8.15.3.   the basis on which qualification for, or accrual or entitlement to benefits or pensions under any Relevant Pension Scheme are calculated or determined;

3.8.15.4.     the basis upon which the liabilities (including pensions) of any Relevant Pension Scheme are funded, valued or made; or

3.8.15.5.    the trustees of any Relevant Pension Scheme, including the appointment of a trust corporation,

to an extent which is in any such case material in the context of the Wider EQ Group (taken as a whole) or in the context of the Acquisition;

3.8.16.  entered into or proposed to enter into one or more bulk annuity contracts in relation to any Relevant Pension Scheme;

3.8.17.  carried out any act:

3.8.17.1.     which would or could reasonably be expected to lead to the commencement of the winding up of any Relevant Pension Scheme;

3.8.17.2.     which would or is reasonably likely to create a material debt owed by an EQ Group employer to any Relevant Pension Scheme;

3.8.17.3.    which would or might accelerate any obligation on any employer to fund or pay additional contributions to any Relevant Pension Scheme; or

3.8.17.4.     which would, having regard to the published guidance of the Pensions Regulator give rise directly or indirectly to a liability in respect of a Relevant Pension Scheme arising out of the operation of sections 38 and 38A of the Pensions Act 2004 in relation to a Relevant Pension Scheme,

in each case to an extent which is material in the context of the Wider EQ Group (taken as a whole) or in the context of the Acquisition and other than as required in accordance with applicable law;

3.8.18.  proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider EQ Group which is, in any such case, material in the context of the Wider EQ Group (taken as a whole); or

3.8.19.  other than in the ordinary course of business, entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition 3.8;

No adverse change, litigation or regulatory enquiry

3.9.       since 31 December 2020, except as Disclosed:

3.9.1.  there having been no adverse change and no circumstance having arisen which would be expected to result in any adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects or operational performance of any member of the Wider EQ Group which is material in the context of the Wider EQ Group (taken as a whole);

3.9.2.   no contingent or other liability of any member of the Wider EQ Group having arisen or become apparent to Bidco or increased other than in the ordinary course of business which is reasonably likely to adversely affect the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider EQ Group to an extent that is material in the context of the Wider EQ Group (taken as a whole);

3.9.3.  no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider EQ Group is or is reasonably likely to become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider EQ Group, in each case which might reasonably be expected to have a material adverse effect on the Wider EQ Group (taken as a whole);

3.9.4.  (other than as a result of the Acquisition) no enquiry, review, investigation or enforcement proceedings by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider EQ Group, in each case which might reasonably be expected to have a material adverse effect on the Wider EQ Group (taken as a whole);

3.9.5.   no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider EQ Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and reasonably likely to have a material adverse effect on the Wider EQ Group (taken as a whole); or

3.9.6.    other than with Bidco's prior written consent, no action having been taken or proposed by any member of the Wider EQ Group, or having been approved by EQ Shareholders or consented to by the Panel, which falls or would fall within or under Rule 21.1 of the Code;

No discovery of certain matters

3.10.     except as Disclosed, Bidco not having discovered:

3.10.1.  that any financial, business or other information concerning the Wider EQ Group disclosed at any time prior to the date of this announcement by or on behalf of any member of the Wider EQ Group to any member of the Wider Bidco Group or publicly announced prior to the date of this announcement, is misleading or contains any material misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading, in any case to a material extent;

3.10.2. that any member of the Wider EQ Group is, other than in the ordinary course of business, subject to any liability (actual or contingent) and which is material in the context of the Wider EQ Group (taken as a whole);

3.10.3.  that there is, or is reasonably likely to be, any material liability, whether actual or contingent, to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied or made use of by any past or present member of the Wider EQ Group, or in which any such member may have or previously had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular, order or order of any Third Party in any jurisdiction; or

3.10.4.  that, in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm the health of humans, animals or other living organisms or eco‑systems, any past or present member of the Wider EQ Group, in a manner or to an extent which is material in the context of the Wider EQ Group, (i) has committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (ii) has incurred any material liability (whether actual or contingent) to any Third Party; and/or (iii) is likely to incur any material liability (whether actual or contingent), or is required, to make good, remediate, repair, re‑instate or clean up the environment (including any property) in each case of (i), (ii) or (iii) which such liability or requirement would be material to the Wider EQ Group taken as a whole;

Intellectual property

3.11.     no circumstance having arisen or event having occurred in relation to any intellectual property owned or used by any member of the Wider EQ Group which would have a material adverse effect on the Wider EQ Group taken as a whole or is otherwise material in the context of the Acquisition, including:

3.11.1.  any member of the Wider EQ Group losing its title to any intellectual property material to its business, or any intellectual property owned by the Wider EQ Group and material to its business being revoked, cancelled or declared invalid;

3.11.2.  any claim being asserted in writing or threatened in writing by any person challenging the ownership of any member of the Wider EQ Group to, or the validity or effectiveness of, any of its intellectual property; or

3.11.3.  any agreement regarding the use of any intellectual property licensed to or by any member of the Wider EQ Group being terminated or varied;

Anti-corruption, sanctions and criminal property

3.12.     except as Disclosed, Bidco not having discovered that:

3.12.1.  (a) any member of the Wider EQ Group or any past or present director, officer or employee of the Wider EQ Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anti‑corruption legislation at the relevant time;

3.12.2.  any material asset of any member of the Wider EQ Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

3.12.3.  any member of the Wider EQ Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended);

3.12.4.  any member of the Wider EQ Group or any past or present  director, officer or employee of the Wider EQ Group, or any other person for whom any such person may be liable or responsible, at the relevant time, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (i) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Revenue & Customs; or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states, in each case to an extent which is material in the context of the Wider EQ Group taken as a whole, and save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law; or

3.12.5.  a member of the Wider EQ Group has engaged in any transaction which would cause Bidco to be in breach, upon its acquisition of the Company, of any economic sanctions imposed by the United States Office of Foreign Assets Control (or any other US governmental organisation), HM Revenue & Customs (or any other UK governmental organisation), or any economic sanctions of the United Nations, the United States, the United Kingdom or the European Union or any of its member states, and save that this shall not apply if and to the extent that it is or would be enforceable by reason of breach of any applicable Blocking Law; and

3.12.6.  for the purposes of this Condition 3.12, "Blocking Law" means: (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

Part 2:  Further terms of the Acquisition

1.   Waiver and invocation of the Conditions

1.1.     The Scheme will not become effective unless the Conditions have been fulfilled or (if capable of waiver) waived by Bidco or, where appropriate, have been determined by Bidco to be or remain satisfied by no later than the Long Stop Date (or such later date as Bidco and the Company may agree and the Panel and the Court may allow).

1.2.       If any Condition has not been satisfied (or, if capable of waiver, waived) by the Long Stop Date, Bidco will make an announcement by 8.00 a.m. on the Business Day following the Long Stop Date (or, if the Condition ceases to be capable of fulfilment on a date prior to the Long Stop Date, the Business Day thereafter) confirming whether it has invoked or waived the relevant Condition or agreed with the Company (with the permission of the Panel and the Court, if required) to extend the relevant deadline in relation to the relevant Condition.

1.3.     Subject to the requirements of the Panel, Bidco reserves the right in its sole discretion to waive, in whole or in part all or any of the Conditions set out in Part 1, above, which are capable of being waived.

1.4.      Under Rule 13.5(a) of the Code, Bidco may not invoke a Condition so as to cause the Scheme not to proceed, or to lapse, or to be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. Whether or not such Condition can be invoked would be determined by the Panel. The provisions of Condition 2 (in Part 1, above) are not subject to this provision of the Code.

1.5.       Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part 1, above, by a date earlier than the latest date specified for the fulfilment of that Condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

1.6.       The Scheme will lapse either if:

1.6.1.   in the event that a referral request to the European Commission under Article 22 of Council Regulation (EC) No.139/2004 is accepted, the European Commission initiates proceedings under Article 6(1)(c) of Council Regulation (EC) No.139/2004; or

1.6.2.  the acquisition of the Company by Bidco is referred to the Chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Reform Act 2013 (CMA phase 2 reference),

in each case before the date of the Court Meeting.

1.7.       If the Panel requires Bidco to make an offer or offers for any EQ Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions and the terms of the Acquisition as are necessary to comply with the provisions of that Rule.

2.   Implementation by way of Takeover Offer

Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the terms of the Co-operation Agreement and with the Panel's consent.  In such event, such Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments, including (without limitation) an acceptance condition set at 90% of the shares to which such Takeover Offer relates (or such other percentage (being more than 50%) as the Panel may require or as Bidco may decide (with the Panel's consent)).

3.   Certain other terms of the Acquisition

3.1.      The EQ Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever and together with all rights attaching to them as at the Effective Date or subsequently attaching or accruing to them, including the right to receive and retain, in full, all dividends and other distributions (if any) declared, made, paid or payable, or any other return of capital made, on or after the Effective Date.

3.2.    If, on or after the date of this announcement but on or prior to the Effective Date, any dividend, distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the EQ Shares, Bidco reserves the right (without prejudice to any right of Bidco to invoke Condition 3.8.3 (in Part 1, above)) to reduce the consideration payable under the terms of the Acquisition for the EQ Shares by an amount up to such dividend, distribution and/or return of capital, in which case the relevant eligible EQ Shareholders will be entitled to receive and retain any such dividend, distribution and/or return of capital, and any reference in this announcement or the Scheme Document to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced.  To the extent that any such dividend, distribution and/or other return of capital is declared or announced but not paid or made or is not payable by reference to a record date on or prior to the Effective Date or shall be transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend, distribution and/or return of capital and to retain it or otherwise cancelled, the consideration payable under the terms of the Acquisition will not be subject to change in accordance with this paragraph.  Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

3.3.      The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions.  Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.

3.4.      The Acquisition is not being made available, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of, interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction and shall not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction (unless otherwise determined by Bidco) and the Offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.

3.5.       This announcement and any rights or liabilities arising under this announcement, the Scheme Document and the Scheme are governed by English law and are subject to the exclusive jurisdiction of the courts of England and Wales.  The Acquisition is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Listing Rules, the FCA and the Registrar of Companies.

3.6.       Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

APPENDIX 2

BASES AND SOURCES

1.   The value attributed to the existing issued and to be issued ordinary share capital of the Company is based upon a fully diluted share capital figure of 373,690,791 EQ Shares, calculated as:

1.1.    the 367,223,598 EQ Shares in issue on the Latest Practicable Date (none of which is held in treasury); plus

1.2.   the anticipated net number of new-issue EQ Shares (after utilisation of the EQ Shares held by the trustee of the Equiniti Employee Benefit Trust as noted in paragraph 1.2.2 below) of 6,467,193 EQ Shares to satisfy outstanding awards and options under the EQ Share Schemes, calculated as:

1.2.1.  the 7,214,404 EQ Shares which may be issued under the EQ Share Schemes pursuant to outstanding options or awards granted under the EQ Share Schemes, assuming for these purposes only that the Scheme Court Order is made on 30 September 2021; less

1.2.2.  the 747,211 EQ Shares held by the trustee of the Equiniti Employee Benefit Trust which (in accordance with the Co-operation Agreement) will be requested to use such EQ Shares to satisfy outstanding awards and options under the EQ Share Schemes.

2.   Unless otherwise stated, the financial information on EQ is extracted (without material adjustment) from EQ's annual report and accounts for the year ended 31 December 2014, 31 December 2019 and 31 December 2020.

3.   All prices quoted for EQ Shares are Closing Prices.

4.   Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest one decimal place.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

Bidco has received irrevocable undertakings from the EQ Directors and Dr Tim Miller to vote in favour of, or accept, the Acquisition in respect of a total of 913,940 EQ Shares (representing, in aggregate, approximately 0.25% of EQ Shares in issue on the Latest Practicable Date).

Bidco has received irrevocable undertakings from all of the EQ Directors who hold interests in EQ Shares (being all of the EQ Directors except for Darren Pope, Alison Burns, Sally-Ann Hibberd, Cheryl Millington and Mark Brooker), each of whom has irrevocably undertaken:

·        to cast (or procure to casting of) all voting rights attaching to such EQ Shares in favour of the Scheme at the   Court Meeting and in favour of the Resolutions at the General Meeting; and

·      if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance of such Takeover   Offer in respect of all such EQ Shares.

The irrevocable undertakings from the EQ Directors extend to any EQ Shares which are issued or transferred in satisfaction of the exercise of options or vesting of awards under the EQ Share Schemes prior to the date of the Court Meeting and the General Meeting.

The irrevocable undertakings from the EQ Directors will remain binding in the event that a higher competing offer is made for EQ, but would cease (or would have ceased) to be binding if: (i) the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer is or has been announced by Bidco in accordance with Rule 2.7 of the Code; (ii) the Acquisition has not become effective or not been declared unconditional in all respects by the Long Stop Date; or (iii) any competing offer is made for EQ and such competing offer is declared unconditional in all respects or otherwise becomes effective.

In addition to the irrevocable undertakings from the EQ Directors, Bidco has received an irrevocable undertaking from Dr Tim Miller in respect of the 159,050 EQ Shares in which he holds an interest (representing approximately 0.04% of EQ Shares in issue on the Latest Practicable Date). 

On 1 April 2021, EQ announced that, in line with its normal succession timetable, Dr Tim Miller would not be seeking re-election as an independent non-executive director at the next AGM. Dr Miller stepped down as a director of EQ at EQ's annual general meeting on 26 May 2021. In respect of the irrevocable undertaking given by Dr Miller to vote in favour of the resolutions relating to the Acquisition at the Court Meeting and General Meeting in respect of his own beneficial holdings (or those EQ Shares over which they have control) of EQ Shares, such undertaking will cease to be binding in the circumstances described above in respect of the irrevocable undertakings from the EQ Directors and, in addition, such undertaking will cease to apply to any EQ Shares he is entitled to sell or dispose of after the date on which he ceases to be employed by, and a director of EQ, in accordance with the terms of the undertaking.
 

APPENDIX 4

DEFINITIONS