FULLY UNDERWRITTEN RIGHTS ISSUE

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF EQUINITI GROUP PLC AND ON ITS WEBSITE AT WWW.EQUINITI.COM.

12 September 2017

For Immediate Release

EQUINITI GROUP PLC

FULLY UNDERWRITTEN RIGHTS ISSUE RAISING PROCEEDS OF £122 MILLION TO PART FUND ACQUISITION OF WELLS FARGO'S SHARE REGISTRATION & SERVICES BUSINESS

On 12 July 2017, Equiniti Group plc ("Equiniti", or the "Company") announced the proposed acquisition and carve out of the Wells Fargo Share Registration & Services business ("WFSS") for a total cash consideration of $227 million (approximately £176 million1) (the "Acquisition") subject to certain customary closing adjustments and conditions.

Due to the scale of the Acquisition it will be conditional on the approval of the Acquisition (the "Resolution") by the shareholders of the Company (the "Shareholders") at a general meeting of the Company which is to be held on 28 September 2017 (the "General Meeting"). A notice of the General Meeting will be released with the combined circular and prospectus (the "Prospectus"), which is expected to be published today, subject to approval by the UK Listing Authority. The directors of Equiniti (the "Directors") unanimously consider that the Resolution is in the best interests of Equiniti and its Shareholders and recommend that Shareholders vote in favour of the Resolution.

Today, Equiniti announces a fully underwritten rights issue, which is intended to raise proceeds of approximately £122 million (approximately $157 million1) to be used to fund part of the cash consideration for the Acquisition (the "Rights Issue").

The Rights Issue will result in the issue of 64,309,150 new ordinary shares (representing approximately 21.4 per cent. of the existing issued share capital of Equiniti and 17.6 per cent. of the enlarged issued share capital immediately following completion of the Rights Issue) (the "New Shares"). The Rights Issue will be on the following basis:

3 for 14 Rights Issue at 190p per New Share.

Details of the Rights Issue

Pursuant to the Rights Issue, the Company is proposing to offer 64,309,150 New Shares by way of a Rights Issue to Qualifying Shareholders other than to Shareholders with a registered address in one of the Excluded Territories or, subject to certain exceptions, the United States and Australia. The offer is to be made at 190p per New Share, payable in full on acceptance by no later than 11.00 a.m. on 16 October 2017. The Rights Issue is expected to raise gross proceeds of approximately £122 million. The Issue Price represents a discount of approximately 31.7 per cent. to the theoretical ex-rights price based on the closing middle-market price of 297.1p per Existing Share on 11 September 2017 (being the latest business day before the announcement of the terms of the Rights Issue).

The New Shares, when issued and fully paid, will rank parri passu in all respects with the Existing Shares, including the right to receive dividends or distributions made, paid or declared after the date of the issue of the New Shares. Applications will be made to the FCA and to the London Stock Exchange for the New Shares to be admitted to the Official List and to trading on the London Stock Exchange. It is expected that Admission will occur and that dealings in the New Shares (nil paid) on the London Stock Exchange will commence at 8.00 a.m. on 29 September 2017.

The total consideration for the Acquisition to be paid by Equiniti at Completion will be $227 million (approximately £176 million1) subject to certain customary closing adjustments. The Acquisition will be financed in part by the Rights Issue, and in part by additional Equiniti debt facilities of £120 million (approximately $155 million). 64,309,150 New Shares will be issued, providing approximate net proceeds (after costs and expenses associated with the Rights Issue) of £118 million to be used to finance the Acquisition. The additional debt facilities, in addition to financing the balance of the Acquisition consideration, will in part also be used to pay non-Rights Issue transaction costs and expenses, and to finance the integration costs of the Acquisition. 

Appropriate foreign exchange hedging arrangements with respect to the Acquisition consideration were put in place by Equiniti subsequent to the announcement of 12 July 2017 and will be maintained until Completion. The Rights Issue has been fully underwritten by Citi and Barclays.

Unless defined otherwise herein, capitalised terms shall have the meanings ascribed to them in the "Definitions / Glossary" section at the end of this announcement.

Enquiries and further information:

IMPORTANT NOTICE

This announcement contains inside information. The person responsible for this announcement is Kathy Cong, company secretary.

This announcement has been issued by, and is the sole responsibility of, Equiniti. No representation or warranty, express or implied, is or will be made by, or in relation to, and no responsibility or liability is or will be accepted by Greenhill & Co. International LLP ("Greenhill"), Citigroup Global Markets Limited ("Citi") and Barclays Bank PLC ("Barclays"), or by any of their respective affiliates or agents or by any advisor to Equiniti or by any of their affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore is expressly disclaimed.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by Equiniti in connection with the Rights Issue. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.

A copy of the Prospectus when published will be available from the registered office of Equiniti and on Equiniti's website at www.equiniti.com provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States, Australia, Canada, Japan or any jurisdiction in which it would be unlawful to do so (each an "Excluded Territory").

Neither the content of Equiniti's website nor any website accessible by hyperlinks on Equiniti's website is incorporated in, or forms part of, this announcement. The Prospectus will give further details of the New Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus (once published) and the Provisional Allotment Letters (once printed) should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

The Nil Paid Rights, the Fully Paid Rights, the New Shares and the Provisional Allotment Letters have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights or the New Shares in the United States.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This announcement does not constitute a recommendation concerning any investors options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States. This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. Any securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act.

To the extent available, the industry and market data contained in this announcement has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. The Company has not independently verified the data contained therein. In addition, certain industry and market data contained in this announcement come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry or market data contained in this announcement.

Notice to all investors

Greenhill is authorised and regulated by the FCA in the United Kingdom. Greenhill is acting for the Company and no one else in connection with this Announcement and the Acquisition and will not regard any other person as a client in relation this Announcement and the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with this Announcement, the Acquisition or any other matter, transaction or arrangement referred to herein.

Citi and Barclays which are authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, are acting solely for the Company and no one else in connection with this Announcement and the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Citi or Barclays, respectively, nor for providing advice in relation to this Announcement or the Acquisition. Neither Citi, Barclays, nor any of their respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Citi or Barclays, respectively, in connection with this Announcement, the Acquisition, any statement contained in this Announcement or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on Greenhill, Citi or Barclays under FSMA or the regulatory regime established thereunder, Greenhill, Citi and Barclays accept no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Equiniti, the Nil Paid Rights, the Fully Paid Rights, the New Shares, the Acquisition or the Rights Issue or any other matter referred to herein. Subject to applicable law, each of Greenhill, Citi and Barclays accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

No person has been authorised to give any information or to make any representation other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by Greenhill, Citi or Barclays. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implications that there has been no change in the affairs of Equiniti since the date of this announcement or that the information in it is correct as at any subsequent date.

Citi or Barclays may, in accordance with applicable laws and regulations, engage in transactions in relation to the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the New Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable laws or regulations, neither Citi nor Barclays propose to make any public disclosure in relation to such transactions.

Cautionary statement regarding forward-looking statements

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Equiniti, WFSS and Equiniti and its subsidiary undertakings, and, where the context requires, its associated undertakings, following the completion of the Acquisition (the "Enlarged Group").

These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", target", "projected", "plan", "goal," "achieve" and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company and the Enlarged Group will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company or the Enlarged Group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's or the Enlarged Group's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's or the Enlarged Group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company or WFSS operates or in economic or technological trends or conditions. Past performance of the Company or WFSS cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause the Company's or the Enlarged Group's actual results to differ materially from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of their date and the Company, its parent and subsidiary undertakings, the subsidiary undertakings of such parent undertakings, Greenhill, Citi and Barclays and any of their respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law.

You are advised to read this announcement and, once published, the Prospectus in their entirety for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

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

EQUINITI GROUP PLC

PROPOSED ACQUISITION OF WELLS FARGO'S SHARE REGISTRATION & SERVICES BUSINESS AND FULLY UNDERWRITTEN RIGHTS ISSUE

Introduction

On 12 July 2017, Equiniti Group plc ("Equiniti", or the "Company") announced the proposed acquisition and carve out of the Wells Fargo Share Registration & Services business ("WFSS") for a total cash consideration of $227 million (approximately £176 million1) (the "Acquisition") subject to certain customary closing adjustments and conditions.

Today, Equiniti announces a fully underwritten rights issue, which is intended to raise proceeds of approximately £122 million (approximately $157 million1) to be used to fund part of the cash consideration for the Acquisition (the "Rights Issue").

The Rights Issue will result in the issue of 64,309,150 new ordinary shares (representing approximately 21.4 per cent. of the existing issued share capital of Equiniti and 17.6 per cent. of the enlarged issued share capital immediately following completion of the Rights Issue) (the "New Shares") on the basis of a 3 for 14 Rights Issue at 190p per New Share.

Dealing in the New Shares (nil-paid) is expected to commence on 29 September 2017, the first trading day after the approval of the Acquisition by Shareholders at the General Meeting to be held on 28 September 2017. 

The notice of the General Meeting and related form of proxy are being mailed to Shareholders today subject to approval by the UK Listing Authority, and, in accordance with paragraph 9.6.1 of the FCA Listing Rules, will be submitted to the National Storage Mechanism where they will be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Background to and reasons for the Rights Issue

The total consideration for the Acquisition to be paid by Equiniti at Completion will be $227 million (approximately £176 million1) subject to certain customary closing adjustments. The Acquisition will be financed in part by the Rights Issue, and in part by additional Equiniti debt facilities of £120 million (approximately $155 million). 64,309,150 New Shares will be issued, providing approximate net proceeds (after costs and expenses associated with the Rights Issue) of £118 million to be used to finance the Acquisition. The additional debt facilities, in addition to financing the balance of the Acquisition consideration, will in part also be used to pay non-Rights Issue transaction costs and expenses, and to finance the integration costs of the Acquisition. 

The Rights Issue has been fully underwritten by Citi and Barclays.

Current trading and prospects

The solid financial performance of the Group reported in Half Year 2017 results has continued and trading for the year to date is in line with management expectations. This performance underpins the Board's confidence that the dependability of revenues, the platform nature of operations and progressive deleveraging will enable the Group to grow profits and earnings ahead of revenue.

The Directors expect a tax rate in line with that of a typical UK Corporate. The Group has significant tax assets available for use against future profits which the Directors expect will lead to an effective cash tax paid rate of approximately 14 per cent.

WFSS Financial Information

For financial information on WFSS, please refer to the Prospectus expected to be published later today, including in particular section 3 of Part II "Letter from the Chairman", Part XIII "Operating and Financial Review of WFSS" and Part XIV "Historical Financial Information of WFSS".

Principal terms and conditions of the Rights Issue

Pursuant to the Rights Issue, the Company is proposing to offer 64,309,150 New Shares to Qualifying Shareholders. The offer is to be made at 190p per New Share, payable in full on acceptance by no later than 11.00 a.m. on 16 October 2017. If the Rights Issue were to proceed but Completion does not take place, Equiniti intends to return substantially all of the net proceeds of the Rights Issue to Shareholders as soon as reasonably practicable. Such a return could carry costs for certain Shareholders and will have costs for the Company.

The Rights Issue is expected to raise approximately £122 million. The Issue Price represents a 31.7 per cent, discount to the theoretical ex rights price based on the closing middle market price of 297.1p per Share on 11 September 2017 (being the last Business Day before the announcement of the terms of the Rights Issue).

The Rights Issue will be made on the basis of 3 New Shares at 190p per New Share for every 14 Existing Shares held by Qualifying Shareholders at the close of business on the Record Date.

Entitlements to New Shares will be rounded down to the nearest whole number and fractional entitlements will not be allotted to Shareholders but will be aggregated and issued into the market for the benefit of the Company. Holdings of Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue.

The Rights Issue will result in 64,309,150 New Shares being issued (representing approximately 21.4 per cent. of the existing issued share capital and 17.6 per cent. of the enlarged issued share capital immediately following completion of the Rights Issue, assuming that no options under the Sharesave Scheme are exercised between the date of the Prospectus and Admission becoming effective).

The Rights Issue is conditional, inter alia, upon:

(i) the Company complying with its obligations under the Underwriting Agreement to the extent they fall to be performed before Admission;

(ii) the passing of the Resolution (without any amendment which is material in the bona fide opinion of the Joint Bookrunners) at the General Meeting by the requisite majority of Shareholders;

(iii) the Asset Purchase Agreement not having been terminated or rescinded prior to Admission; and

(iv) Admission becoming effective by not later than 8.00 a.m. on 29 September 2017 (or such later date as the Company and the Joint Global Coordinators may determine, not being later than 8.00 a.m. on 17 October 2017).

The Acquisition is subject to the completion of certain conditions, including:

(i) the Shareholders passing the Resolution; and

(ii) certain regulatory approvals necessary under US law to enable Equiniti to own and operate WFSS's business, including in particular either the approval of:

(a) the New York Department of Financial Services for the formation of a new trust corporation;

(b) the Office of the Comptroller of the Currency for the formation of a federally chartered limited purpose trust company to acquire WFSS and certain approvals from the United States Securities and Exchange Commission for the new trust corporation to operate a transfer agency business.

Dividend and dividend policy

The Board intends to continue with its current policy of paying dividends on a progressive basis, targeting a distribution of around 30 per cent. of Equiniti's normalised profit attributable to ordinary Shareholders each year. Following the Acquisition future dividend payments per Share will be adjusted to take account of the enlarged number of Shares that will be in issue following the Rights Issue and the Acquisition.

Directors' intentions

The Directors of Equiniti unequivocally recommend that the Shareholders of Equiniti vote in favour of the Resolution to approve the Acquisition at the General Meeting, as they intend to do.

The Directors are fully supportive of the Rights Issue. Each of the Directors who holds Shares either intends, to the extent that he or she is able, to take up in full his or her rights to subscribe for New Shares under the Rights Issue or to sell a sufficient number of their Nil Paid Rights during the nil paid trading period to meet the costs of taking up the balance of their entitlements to New Shares.

Key Notes

1. USD/GBP foreign exchange rate of 0.775 used for transaction value, 0.777 used for all other conversions.

Expected Timetable for the Rights Issue

Notes:

(1) The times and dates set out in the timetable above and in the Provisional Allotment Letter may be adjusted by the Company by announcement through a Regulatory Information Service, in which event details of the new dates will also be notified to the FCA, the London Stock Exchange and, where appropriate, Shareholders.

(2) References to times in the timetable above are to London time, unless otherwise stated.

(3) Subject to certain restrictions relating to Overseas Shareholders. See paragraph 7 of Part IX (Terms and Conditions of the Rights Issue) of the Prospectus.

APPENDIX - DEFINITIONS / GLOSSARY