Acquisition update

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

5 July 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. The Court Meeting and the General Meeting are due to be held on 19 July 2021, as further detailed below.

Update on satisfaction of the Conditions for the EQ Acquisition

Bidco is pleased to confirm that, on 2 July 2021, the applicable waiting period for approval of the EQ Acquisition under the US Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired. This means that Condition 3.1 of the Conditions has now been satisfied. Bidco can also confirm that the appropriate applications to the FCA in the UK and the DFS in the US were made in accordance with the time periods contemplated in the Co-operation Agreement.

Acquisition of AST

Bidco announces that, on 4 July 2021, 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, Asteroid Private Merger Sub, Inc., a wholly-owned subsidiary of OPHI, will merge with and into AST.

AST is a leading North American technology-enabled company providing transfer agent, share registration, corporate actions, employee equity plans, bankruptcy and proxy services. Armor Acquisition LLC is controlled by Pacific Equity Partners, a leading private markets fund manager based in Australia.

As certain contracts entered into by OPHI in connection with the AST Acquisition constitute material contracts that would have been summarised in the Scheme Document had they been entered into prior to the Latest Practicable Date, summaries of such contracts have been set out at in the Appendix to this announcement.

Bidco's strategic plans for EQ

Bidco believes there is a strategic fit between EQ's and AST's businesses, given complementary markets, products and customers. The combination is expected to create a scaled, best-in-class share registrar with a diversified portfolio of ancillary products that will be well-positioned to meet the evolving needs of its customers, employees and other stakeholders. Importantly, the AST Acquisition is consistent with Bidco's strategic plans and reasons for the EQ Acquisition as stated in the Scheme Document. 

Siris intends to leverage its domain expertise and operating resources while working closely with the management of EQ and AST to review the combined operations. The review is intended to assess how AST's and EQ's products, technology, infrastructure and customers can be most effectively and efficiently integrated. The review's scope is also 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. Siris expects the combination of EQ and AST to provide opportunities for employees to grow within the enlarged business, as well create additional opportunities for all stakeholders as a result of expansion into new products, markets and technologies. 

As stated in the Scheme Document, the integration and associated synergies of acquisitions or other business combinations to support Bidco's inorganic growth agenda may result in material changes to EQ's headcount and/or its operations. Any such impact associated with the AST Acquisition is uncertain until the completion of the review. No decisions have been made about actions that may be taken. Siris expects to complete the review as soon as practicable, and no later than six months following completion of the EQ Acquisition and the AST Acquisition. 

Bidco and Siris's intentions with respect to EQ's Directors, Management, employees, research and development and locations are otherwise unchanged from the statements in the Scheme Document. 

As the AST Acquisition has been structured as a separate transaction to the EQ Acquisition, Bidco does not believe that it will have any impact on the timing of completion of the EQ Acquisition. The expected timetable for the EQ Acquisition has been provided in the Scheme Document and is also set out below.

Court Meeting and General Meeting for the EQ Acquisition

As described in the Scheme Document, the Court Meeting and the General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 11.00 a.m. (London time) and 11.15 a.m. (London time) respectively on 19 July 2021 at the offices of Linklaters LLP, at One Silk Street, London EC2Y 8HQ.

In light of the current COVID-19 Restrictions, EQ Shareholders are strongly encouraged not to attend the Court Meeting and the General Meeting in person, but are invited to attend and participate in the Court Meeting and General Meeting remotely via the Virtual Meeting Platform, as described in the opening pages of the Scheme Document and the Virtual Meeting Guide (included with the Scheme Document).

Subject to approval at the relevant meetings, Court approval and the satisfaction or waiver of the other Conditions set out in the Scheme Document (other than those Conditions which relate to approval of the EQ Acquisition by the EQ Shareholders), the Scheme is expected to become effective on or around the fourth quarter of 2021.

Timetable for the EQ Acquisition

The expected timetable of principal events is set out below:

The Scheme Document is available on the EQ website at https://investors.equiniti.com/investors and on the Siris website at https://siris.com/equintidocuments.

Defined terms used but not defined in this announcement have the meanings set out 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 Takeover 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 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.

Appendix

Merger Agreement

Orbit Private Holdings I Ltd ("OPHI"), a wholly owned subsidiary of Orbit Private Investments, L.P. ("OPI") (the ultimate parent undertaking of Bidco and a Cayman Islands exempted limited partnership), entered into that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 4, 2021, by and among OPI, Asteroid Private Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of OPHI ("Merger Sub"), Armor Holdco, Inc., a Delaware corporation ("AHI") and the ultimate parent company of American Stock Transfer & Trust Company, LLC, Armor Acquisition LLC, a Delaware limited liability company, and Armor Investment Holdings L.P., a Cayman Islands exempted limited partnership, the limited partners of which will be the stockholders of AHI immediately prior to the closing of the Merger (as later defined) ("Armor Investment").

The Merger Agreement provides for the merger of Merger Sub with and into AHI, with AHI continuing as the surviving corporation in the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"). Under the terms of the Merger Agreement, at the effective time of the Merger, the common stock of AHI will be cancelled and AHI will issue to OPHI fully paid and non-assessable shares of common stock. The aggregate purchase price due in respect of the Merger is US $595 million on a cash-free, debt-free basis.

The Merger Agreement contains certain customary representations and warranties and covenants of AHI, which are subject to customary limitations as set forth in the Merger Agreement. The closing of the Merger is subject to certain conditions, including the receipt of required regulatory approvals.

Debt Commitment Letter

In connection with entering into the Merger Agreement, OPHI entered into that certain debt commitment letter, by and among Goldman Sachs Bank USA, Bank of America, N.A., BofA Securities, Inc., Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch and Deutsche Bank AG Cayman Islands Branch (collectively, the "Commitment Parties"), dated as of July 4, 2021 (the "Debt Commitment Letter"). Subject to the terms of the Debt Commitment Letter, the Commitment Parties have committed to provide a senior secured term loan facility in an aggregate principal amount of US $900 million, a senior secured revolving credit facility in an aggregate principal amount of US $175 million and a senior unsecured bridge loan facility in an aggregate principal amount of US $350 million (the "Bridge Loan Facility" and collectively with the other foregoing facilities, the "Facilities"). The Bridge Loan Facility will only be drawn to the extent Merger Sub is unable to issue senior unsecured notes or other debt securities at or prior to the closing of the Merger in an amount sufficient to close the transaction.

Each Commitment Party's commitment to provide the Facilities under the Debt Commitment Letter expires on the earliest to occur of (i) five business days following termination of the Merger Agreement in accordance with its terms, as it may be extended pursuant to the terms of the Merger Agreement, (ii) the consummation of the Merger, (iii) five business days following termination of the Merger Agreement in accordance with its terms without the initial funding of the Facilities and (iv) the consummation of the Merger without the funding of the Facilities.

The funding of the Facilities provided for in the Debt Commitment Letter is contingent on the satisfaction of customary conditions, including the execution and delivery of definitive documentation with respect to the Facilities (the "Definitive Documentation") and the accuracy of specified representations and warranties in the Merger Agreement and in the Definitive Documentation and the consummation of the Merger in accordance with the Merger Agreement.

The borrower under each Facility will be Merger Sub and the obligations under each Facility will be guaranteed by OPHI and certain of its subsidiaries. The senior secured revolving credit facility and the senior secured term loan facility will also be secured by the assets of certain subsidiaries, subject to limitations and exceptions to be set forth in the Definitive Documentation governing the Facilities.

The Definitive Documentation governing the Facilities is expected to contain customary affirmative and negative covenants, including covenants that limit or restrict OPHI's and its subsidiaries' ability to, among other things, incur indebtedness, grant liens, undergo certain fundamental changes, dispose of assets, make investments, enter into transactions with affiliates, and make certain restricted payments, in each case subject to limitations and exceptions to be set forth in the Definitive Documentation governing the Facilities. The Definitive Documentation governing the Facilities is also expected to contain customary events of default that include, among other things, certain payment defaults, covenant defaults, cross-defaults to other indebtedness, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. In addition, the Definitive Documentation governing the senior secured revolving credit facility is expected to contain a financial maintenance covenant that will require compliance with a certain leverage ratio at the end of each fiscal quarter to the extent the usage of the senior secured revolving credit facility exceeds a specified amount at such time.

The Definitive Documentation governing the Facilities has not been finalized and, accordingly, the actual terms of the Facilities may differ from those described in this announcement.