Proposed Placing of 33,333,333 million shares

Liberum Capital Limited

28 April 2016

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

Proposed placing of 33,333,333 million ordinary shares inEquiniti Group plc

Advent International Corporation ("Advent") today announces that funds managed by it intend to sell, through Equiniti (Luxembourg) S.a.r.l. (the "Advent Shareholder"), 33,333,333 million ordinary shares of 0.1p each ("Placing Shares") in Equiniti Group plc ("Equiniti") to institutional investors (the "Placing"). The Placing will be priced at 165 pence per Placing Share. The Placing Shares represent 11.1% of Equiniti's entire issued share capital.

The Placing will be conducted by means of an accelerated bookbuild to institutional investors, which will be launched immediately following this announcement. The timing for the close of the bookbuild process shall be at the absolute discretion of Liberum Capital Limited ("Liberum).

Liberum is acting as Sole Bookrunner in connection with the Placing.

A further announcement will be made following completion of the bookbuild.

Equiniti will not receive any proceeds from the Placing.

Enquiries

Liberum +44 (0)20 3100 2222

Neil Patel

Robert Morton

Richard Bootle

FTI Consulting (PR adviser to Advent) +44 (0)20 3727 1000

Fergus Wheeler

Louisa Feltes

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND ANY AMENDMENTS THERETO) AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from such registration. There will be no public offering of the Placing Shares in the United States or elsewhere.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Advent, the Advent Shareholder or Liberum or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Advent, the Advent Shareholder or Liberum or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Advent, the Advent Shareholder and Liberum to inform themselves about and to observe any applicable restrictions.

Liberum, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting only for Advent and the Advent Shareholder in connection with the Placing and will not be responsible to anyone other than Advent and the Advent Shareholder for providing the protections offered to the clients of Liberum, nor for providing advice in relation to the Placing or any matters referred to in this announcement.