Equiniti Group Plc (The “Company”) Prepared in Accordance with the Prospectus Rules of the Financial Conduct Authority (The “FCA”)
Total Page：16
File Type：pdf, Size：1020Kb
THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (the “FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. This document is a prospectus (the "Prospectus") relating to Equiniti Group plc (the “Company”) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the “FCA”). This Prospectus has been approved by the FCA in accordance with section 85 of FSMA, will be made available to the public and has been filed with the FCA in accordance with the Prospectus Rules. This Prospectus together with the documents incorporated into it by reference (as set out in Part XIX (Information Incorporated by Reference) of this Prospectus) will be made available to the public in accordance with Prospectus Rule 3.2.1 by the same being made available, free of charge, at www.equiniti.com and at the Company’s registered office at Sutherland House, Russell Way, Crawley, West Sussex, RH10 1UH. If you sell or have sold or have otherwise transferred all of your Shares (other than ex rights) held in certificated form before 8.00 am (London time) on 29 September 2017 (the “Ex Rights Date”), please send this Prospectus, together with any Provisional Allotment Letter duly renounced, if and when received, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including but not limited to the United States or any of the Excluded Territories. If you sell or have sold or have otherwise transferred all or some of your Existing Shares (other than ex rights) held in uncertificated form before the Ex Rights Date, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Nil Paid Rights to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Existing Shares (other than ex rights) held in certificated form before the Ex Rights Date, you should refer to the instruction regarding split applications in Part IX (Terms and Conditions of the Rights Issue) of this Prospectus and in the Provisional Allotment Letter. The Directors, whose names appear on page 74 of this Prospectus, and the Company, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and this Prospectus does not omit anything likely to affect the import of such information. Prospective investors should read the entirety of this Prospectus and, in particular, Part III (Risk Factors) for a discussion of certain factors that should be considered in connection with an investment in the Rights and the New Shares. Prospective investors should be aware that an investment in the Company involves a degree of risk and that, if certain of the risks described in this Prospectus occur, investors may find their investment materially adversely affected. Accordingly, an investment in the Rights and the New Shares is only suitable for investors who are particularly knowledgeable in investment matters and who are able to bear the loss of the whole or part of their investment. Equiniti Group plc (incorporated under the Companies Act 2006 and registered in England and Wales with registered number 07090427) Proposed acquisition of Wells Fargo Shareowner Services and 3 for 14 Rights Issue of 64,309,150 New Shares at 190p per New Share and Notice of General Meeting Lead Financial Adviser and Joint Sponsor Greenhill Joint Financial Adviser, Joint Sponsor, Joint Global Coordinator and Joint Bookrunner Citi Joint Global Coordinator and Joint Bookrunner Barclays A Notice of General Meeting of the Company, to be held at 110 Fetter Lane, London, EC4A 1AY on 28 September 2017, is set out at the end of this Prospectus. Whether or not you intend to be present at the General Meeting, you are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Company’s Registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, by not later than 9.00 a.m. on 26 September 2017 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). If you hold Existing Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrar (CREST participant ID RA19), so that it is received by no later than 9.00 a.m. on 26 September 2017. The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof, if you wish to do so and are so entitled. The Existing Shares are listed on the premium listing segment of the Official List maintained by the FCA and traded on the London Stock Exchange’s main market for listed securities. Application will be made to the FCA and to the London Stock Exchange for the New Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities, respectively. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New Shares (nil paid) will commence at 8.00 am (London time) on 29 September 2017. Your attention is drawn to the letter of recommendation from the Chairman which is set out in Part II (Letter from the Chairman) of this Prospectus. Your attention is also drawn to the section headed “Risk Factors” at Part III of this Prospectus, which sets out certain risks and other factors that should be considered by Shareholders when deciding on what action to take in relation to the Rights Issue, and by others when deciding whether or not to purchase Nil Paid Rights, Fully Paid Rights (together, the "Rights") or the New Shares. You should read the whole of this Prospectus and any documents incorporated by reference prior to making any investment decision. Greenhill & Co. International LLP (“Greenhill”), which is authorised and regulated in the United Kingdom by the FCA, Citigroup Global Markets Limited ("Citi") and Barclays Bank PLC ("Barclays", and together with Citi, the "Joint Bookrunners", and together with Greenhill, the "Advisers") are acting exclusively for the Company and no one else in connection with this Prospectus, the Acquisition, the Rights Issue and Admission, and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Prospectus, the Acquisition, the Rights Issue or Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for providing advice, in relation to the Prospectus, the Acquisition, the Rights Issue, Admission or any other transaction or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on the Advisers by FSMA or the regulatory regime established thereunder, none of the Advisers or any of their respective affiliates, directors, officers, employees or advisers accept any responsibility whatsoever or makes any representation or warranty, express or implied, in respect of the contents of this Prospectus, including its accuracy, completeness, or verification, or for any other statement made or purported to be made by it, or on its behalf, the Company or the Directors in connection with the Company, the Rights, the New Shares, the Provisional Allotment Letters, the Rights Issue or the Acquisition, and nothing in this Prospectus is or shall be relied upon as a promise, warrant or representation in this respect, whether as to the past or future. Each of the Advisers and their respective affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by applicable law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of this Prospectus or any such statement. The Advisers do not accept any responsibility whatsoever for the contents of this Prospectus, including its accuracy or completeness, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Rights, the New Shares, the Provisional Allotment Letters, the Rights Issue or the Acquisition. The Joint Bookrunners disclaim all and any liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this Prospectus or any such statement. It is expected that Qualifying Non CREST Shareholders (other than, subject to certain exceptions, those with registered addresses in the United States or the Excluded Territories will be sent a Provisional Allotment Letter on 28 September 2017, and that Qualifying CREST Shareholders (other than, subject to certain exceptions, those with registered addresses in the United States or the Excluded Territories) will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled on 29 September 2017.