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

FOR IMMEDIATE RELEASE

11 October 2021

Recommended Cash Acquisition

of

Equiniti Group plc ("EQ")

by

Earth Private Holdings Ltd ("Bidco")
(a newly-formed company owned by funds managed or advised by Siris Capital Group, LLC ("Siris"))

Acquisition update

On 27 May 2021, EQ and Bidco announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of EQ (the "EQ Acquisition"). It is intended that the EQ Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").  The shareholder circular relating to the Scheme (the "Scheme Document") was sent, or made available, to EQ Shareholders on 21 June 2021.  Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

On 5 July 2021, Bidco announced that Orbit Private Holdings I Ltd ("OPHI"), a subsidiary undertaking of Orbit Private Investments, L.P. (the ultimate parent undertaking of Bidco), entered into an agreement and plan of merger with Armor Holdco, Inc. ("AST") and Armor Acquisition LLC for the acquisition of AST and its U.S. subsidiaries, which include American Stock Transfer & Trust Company, LLC (the "AST Acquisition").  Pursuant to the merger agreement, it is intended that Asteroid Private Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of OPHI, will merge with and into AST.

On 19 July 2021, the Scheme was approved by the Scheme Shareholders at the Court Meeting and the Special Resolution relating to the implementation of the Scheme was approved by the EQ Shareholders at the General Meeting.  The Scheme remains subject to the satisfaction of the remaining Conditions and further terms, as set out in the Scheme Document.

On 4 October 2021, Bidco announced the publication of an investor presentation in connection with the financing of the EQ Acquisition and the AST Acquisition (the "Investor Presentation"), in which Bidco describes a preliminary view of potential benefits that may be derived through the combination of EQ and AST.  As certain actions to achieve these potential benefits affect certain post-offer statements of intent made pursuant to Rule 24.2 of the City Code on Takeovers and Mergers (the "Code") as set out in the Scheme Document (the "Stated Intentions"), this announcement provides an update as to how this may impact Bidco's Stated Intentions. 

Acquisition update

Bidco continues to seek all regulatory approvals to satisfy the Conditions to the Scheme.  It remains Bidco's expectation that the Scheme will become Effective in the last quarter of 2021.

Update on Bidco's strategic plans for EQ

Stated Intentions

Bidco stated in the Scheme Document that it 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, and that Bidco intended to review EQ's business and operations with a view to implementing best practices, leveraging Siris' domain expertise and operating resources.  While the results of the review were uncertain, Bidco noted - based on organically growing EQ as a standalone business - that it did 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.

Bidco further noted in the Scheme Document that from an inorganic perspective, it believed that with the support of Siris it would be able to execute meaningful near-term acquisitions in EQ's core markets and adjacent sectors, and that this belief underpinned not only the private company strategy, but also the Acquisition of EQ.  The Scheme document further stated that if Bidco and/or Siris is successfully able to enter into acquisitions or other business combinations to support its inorganic growth agenda, 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.

Bidco further confirmed in the Scheme Document that existing contractual and statutory employment rights, including with respect to pensions, would be fully safeguarded in accordance with applicable law, and that it did not intend to make any material change to the conditions of employment or, subject to the review above, the balance of skills and functions of the employees and management of EQ. 

On 5 July 2021 Bidco announced the AST Acquisition (the "AST Acquisition Announcement"), noting the strategic fit between EQ's and AST's businesses given complementary markets, products and customers, and the consistency of the AST Acquisition with Bidco's strategic plans and reasons for the EQ Acquisition as stated in the Scheme Document. 

The AST Acquisition Announcement noted Siris's intention to work closely with the management of EQ and AST to review the combined operations, assessing how AST's and EQ's products, technology, infrastructure and customers can be most effectively and efficiently integrated; such review's scope expected to include potential investments to accelerate organic and inorganic growth, and the implementation of best practices to ensure customers' needs can be delivered in a streamlined and productive manner.  The review was expected to be completed as soon as practicable, and no later than six months following completion of the EQ Acquisition and the AST Acquisition.

Impact on stated intentions

As envisaged in the AST Acquisition Announcement, Bidco has begun to work closely with the management of EQ and AST, whilst leveraging Siris's domain expertise and operating resources, to review the combined operations of the enlarged business and assess how AST's and EQ's products, technology, infrastructure and customers can be most effectively and efficiently integrated.  As neither the EQ Acquisition nor AST Acquisition have completed, such discussions remain subject to a number of confidentiality and regulatory restrictions with respect to (among other things) information sharing, and as such the review remains ongoing and is not expected to conclude until after the completion of both acquisitions. 

Preliminary conclusions of the review have confirmed Bidco's belief of a strong strategic fit between EQ's and AST's businesses, and have identified potential benefits to the enlarged group from (a) enhancing the focus and performance of the enlarged group through a simplification of its organisational structure; and (b) unlocking operational efficiencies of an estimated c.£45m per annum through five operational levers: (i) consolidating duplicative functions and platforms; (ii) optimizing the office portfolio; (iii) increasing automation, particularly in respect of administrative tasks; (iv) rationalisation of third party expenditure; and (v) eliminating the costs associated with EQ being a public company. 

While further business planning work is necessary in order to consider, develop and finalise specific implementation plans (including, for example, the extent to which consolidation and right-sizing of duplicative functions impacts the headcount and/or operations of EQ versus AST), the identified operational benefits may result in changes to headcount and/or operations across EQ and AST.  Based on the information that is available to Bidco as of the date hereof, potential reductions may not be material relative to the enlarged workforce of approximately 5,750 employees. However, once Bidco has taken ownership of both businesses and is therefore in a position to conclude its review and finalise integration plans, it is possible that such integration could result in headcount reductions which are not expected to exceed approximately 10% of the enlarged workforce. The scale and nature of the businesses means that the natural level of staff turnover is expected to be proactively managed to minimise any potential redundancies that might arise.    

An announcement will be made pursuant to Rule 19.6(b) of the Code following completion of the review, which Bidco continues to expect to be completed no later than six months following completion of the EQ Acquisition and the AST Acquisition.

In all other respects, Bidco's Stated Intentions are unchanged from the statements in the Scheme Document. 

Enquiries:

Notice related to financial advisers

Greenhill & Co. International LLP ("Greenhill"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for 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 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 ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Siris and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than 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.

Disclosure requirements of the Code

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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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, 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 pm (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 Takeover Panel's website at www.theTakeover Panel.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 contact the Takeover 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.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.siris.com/equintidocuments by not later than 12:00 noon (London time) on the business day immediately following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, 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 this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of EQ who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of EQ who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirement.