Proposed Acquisition of Wells Fargo’s Share Registration & Services Business (WFSS) Combining Two Leading Share Registry Businesses 12 July 2017
LEGAL DISCLAIMER This presentation comprises the written materials/slides for a presentation concerning the proposed acquisition and rights issue by Equiniti Group PLC (the "Company") (the "Transaction"). The following applies to the presentation materials following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the presentation materials. In accessing the presentation materials, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such. By attending this presentation you acknowledge and accept that some or all of the information in this presentation may be inside information and/or price sensitive information. The provisions of applicable securities laws may restrict or prohibit the use and/or disclosure of such information, and by attending the presentation you agree to comply with such laws. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This document does not constitute a recommendation regarding shares of the Company. The information contained herein is for discussion purposes only and does not purport to contain all information that may be required to evaluate the Company and/or its financial position. The contents of this presentation are to be kept confidential. The contents of this presentation have not been verified by the Company, Greenhill & Co International LLP, Citigroup Global Markets Limited, or Barclays Bank PLC (together, the "Banks"). This document is an advertisement and not a prospectus and investors should not subscribe for any shares referred to in this document except on the basis of information in the prospectus expected to be published by the Company on around September 2017 (the "Prospectus"). Copies of the Prospectus will, following publication, be available from the Company at its registered office. The Prospectus includes a description of risk factors in relation to an investment in the Company. This presentation contains forward-looking statements that involve substantial risks and uncertainties and actual results and developments may differ materially from those expressed or implied by these statements or a variety of factors. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and investments, including those described in the risk factor section of the Prospectus. These forward looking statements speak only as of the date of this presentation and are subject to updating, revision, verification and amendment without notice and such information may change materially. Neither the Company nor the Banks nor any other person are under an obligation to correct, update or keep current the information contained in this presentation or to publicly announce or inform you of the result of any revision to the statements made herein except where they would be required to do so under applicable law. No reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company or the Banks or any of such persons’ directors, officers or employees or any other person as so to the accuracy, completeness or verification of the information or the opinions contained in this document and no liability is accepted by the Company or the Banks or any of such persons members, directors, officers or employees nor any other person for any loss arising, directly or indirectly from any use of such information or opinions or otherwise. No statement in this presentation is intended to be nor may be construed as a profit forecast. Persons receiving this document will make all trading and investment decisions in reliance on their own judgement and not in reliance on any of the Banks and no statement in this presentation should be interpreted to mean that earnings per share for future financial years would necessarily match or exceed the Company’s historic earnings per share. In addition, the ROIC, synergy and deleveraging statements relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the ROIC, synergies and deleveraging referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.. None of the Banks or the Company is providing any such persons with advice on the suitability of the matters set out in this presentation or otherwise providing them with any investment advice or personal recommendations. Any presentations, research or other information communicated or otherwise made available in this presentation is incidental to the provision of services by the Banks to the Company and is not based on individual circumstances. The Banks are advising the Company and no one else in connection with the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to their clients. Prospective purchasers of securities of the Company are required to make their own independent investigation and appraisal of the business and financial condition of the Company and the nature of the securities of the Company. Attendees of this presentation should seek their own independent legal, investment and tax advice as they see fit. This document and its contents are confidential and may not be reproduced, redistributed or passed on directly or indirectly, to any other person or published, in whole or in part, for any purpose. The materials are only addressed and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). Within the United Kingdom, this document is intended for distribution in the United Kingdom only to persons who (i) are Qualified Investors and (ii) who have professional experience in matters relating to investments and/or to high net worth companies falling within Articles 19(5) or 49(2) respectively of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (or persons to whom it may otherwise be lawfully communicated) and, if permitted by applicable law, is supplied outside the United Kingdom to professionals or institutions whose ordinary business involves them engaging in investment activities. The information contained in this document is not intended to be viewed by, or distributed or passed on (directly or indirectly) to, and should not be acted upon by any other class of persons. Neither the rights issued in this Transaction (the “Rights”), the new ordinary shares issued upon taking up such Rights (the “New Ordinary Shares”), nor any provisional allotment letters in respect thereof (together with the Rights and the New Ordinary Shares, the “Securities”) have been and will be registered under the United States Securities Act of 1933 (the “Securities Act”), as amended, or under the applicable securities laws of any state of the United States or any proving or territory of Canada, Japan, the Republic of South Africa or Australia. Subject to certain exceptions, the Securities may not be offered, sold, taken up, renounced or delivered, directly or indirectly, within the United States, Canada, Japan, the Republic of South Africa or Australia or in any country, territory or possession where to do so may contravene local securities laws or regulations. The Securities are being offered and sold outside the United States only in offshore transactions within the meaning of and in accordance with Regulation S under the Securities Act. The offer and sale of the Securities may be made in the United States only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in reliance on a private placement exemption from the registration requirements of the Securities Act and only in a manner not requiring registration under the Securities Act. There will be no public offer of the Securities in the United States. By attending the presentation to which this document relates or by accepting this document, you will be taken to have represented, warranted and undertaken to the Company and the Banks that: (i) you are a Qualified Investor or, if a resident of or located in the United States, you are a Qualified Institutional Buyer, and (ii) you have read and agree to comply with, and be bound by, the contents of this notice. Private and Confidential For personal use only and not for distribution. 2
AGENDA 1 Transaction Overview 2 Strategic Rationale 3 US Market Overview 4 Financials, Financing and Timetable 3
Transaction Overview
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