REG - Arbuthnot Banking - Placing and Subscription raising £12.0 million
14/04/2023 17:30
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RNS Number : 3288W Arbuthnot Banking Group PLC 14 April 2023
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
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UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.
For immediate release
14 April 2023
Arbuthnot Banking Group plc
Placing and Subscription raising approximately £12.0 million
Arbuthnot Banking Group plc (AIM: ARBB) ("Arbuthnot", the "Company" or the
"Group") is pleased to announce an oversubscribed conditional placing of and
subscription for new voting ordinary shares in the Company ("Ordinary Shares")
at a price of 925 pence per share (the "Placing Price"), raising approximately
£12.0 million (before expenses) (the "Fundraising").
Fundraising highlights
· Fundraising raising gross proceeds of approximately £12.0
million by way of:
o a conditional agreement with Sir Henry Angest, Chairman and Chief
Executive of the Company, to subscribe for 729,843 new Ordinary Shares (the
"Subscription Shares") at the Placing Price to raise approximately £6.75
million (the "Subscription"); and
o a conditional placing to raise approximately £5.25 million at the Placing
Price through the issue of 567,454 new Ordinary Shares (the "Placing Shares"
and, together with the Subscription Shares, the "New Ordinary Shares") to
certain existing and new institutional investors (the "Placing").
· Following the announcement of the Group's final results on 30 March
2023, which reported a significant increase in profitability, the net proceeds
of the Fundraising will be used to enable the Company to maintain its current
loan growth momentum in 2023 and beyond. It will also strengthen the Group's
ability to take advantage of the opportunities that are expected to emerge
given the current conditions in the non-bank lending markets despite the
increase in the countercyclical capital buffer in July 2023 from 1% to 2%,
which will increase the Group's regulatory capital requirements.
· The Group has benefitted in the past from its strong balance sheet
during times of greater turbulence in the financial and banking markets.
As at 31 December 2022, the CET1 ratio was 11.6%, which the Fundraising will
result in a pro forma increase of 80 basis points to 12.4%.
· Shore Capital Stockbrokers Limited ("Shore Capital" or the
"Bookrunner") acted as Financial Adviser, Broker and Bookrunner in connection
with the Placing.
· The New Ordinary Shares will represent approximately 8.0 per cent. of
the Company's issued Ordinary Share capital (excluding 390,274 Ordinary Shares
held in Treasury) as enlarged by the New Ordinary Shares ("Enlarged Ordinary
Share Capital") and will be issued fully paid and ranking pari passu in all
respects with the existing voting Ordinary Shares in issue. The New Ordinary
Shares will not be entitled to receive the final dividend declared in respect
of the financial year ended 31 December 2022.
· The Placing Price represents a discount of approximately 3.4 per
cent. to the closing middle market price of 957.5 pence per Ordinary Share on
13 April 2023, being the last practicable date before this announcement of the
Fundraising.
· The Placing and Subscription are conditional, amongst other things,
on the approval by Shareholders of resolutions to be proposed at a general
meeting of the Company which is expected to be convened on 4 May 2023 (the
"General Meeting") to approve the issue of the New Ordinary Shares on a non
pre-emptive basis (the "Resolutions"), the admission of the New Ordinary
Shares to trading on AIM and AQSE and the Placing Agreement not having been
terminated. A circular (the "Circular") containing details of the Fundraising
and the notice of the General Meeting is expected to be posted to Shareholders
on or around 18 April 2023 and will include instructions on how to vote at the
General Meeting.
· Subject to, inter alia, the passing of the Resolutions, the New
Ordinary Shares are expected to be admitted to trading on AIM and AQSE on or
around 5 May 2023.
Sir Henry Angest, Chairman and Group Chief Executive, commented:
"The Group has invested over many years in developing Arbuthnot Latham as a
bank built on providing a high level of service and strong client
relationships. As our results announced on 30 March 2023 show, this business
model is now delivering substantially increased profits while maintaining
strong capital and liquidity. In the last few months, we have seen greater
volatility and uncertainty return to the banking sector, which represents a
series of potential opportunities for us to continue our rate of growth.
Against this backdrop we have decided to raise £12.0 million of new equity
capital to further strengthen our balance sheet to be able to pursue these
opportunities, whilst meeting the increase in regulatory capital requirements
being required by the regulator across the banking sector."
General Meeting, admission and settlement
The Placing and Subscription are conditional, amongst other things, upon the
approval by Shareholders of the Resolutions at the General Meeting, which is
expected to be convened at the offices of Arbuthnot at Arbuthnot House, 7
Wilson Street, London EC2M 2SN at 11.00 a.m. on 4 May 2023.
The Circular, containing details of the Fundraising and the notice of the
General Meeting, which is expected to be posted to Shareholders on or around
18 April 2023, will include instructions on how to vote at the General
Meeting. The Circular, when published, will be available on the Company's
website at: www.arbuthnotgroup.com.
Applications will be made to the London Stock Exchange and AQSE for the New
Ordinary Shares to be admitted to trading on AIM and AQSE ("Admission").
Subject to, inter alia, the passing of the Resolutions, it is expected that
Admission will take place and dealings will commence in the New Ordinary
Shares at 8.00 a.m. on 5 May 2023.
Following Admission, the total number of ordinary shares of £0.01 (1 penny)
each with voting rights attached in the capital of the Company will be
16,576,619, of which 390,274 are held in Treasury. Therefore, the total number
of voting rights in the Company will be 16,186,345 upon Admission, and this
figure may be used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Director participation and Related Party Transaction
The participation of Sir Henry Angest, through Flowidea Limited (a company of
which he is the sole beneficial owner), in the Subscription as a Director of
the Company and a substantial shareholder for the purposes of the AIM Rules
and the AQSE Rules, constitutes a related party transaction pursuant to each
of Rule 13 of the AIM Rules and Rule 4.6 of the AQSE Rules.
Following Admission, the beneficial interest in the Ordinary Shares of Sir
Henry Angest will be as follows:
Shareholder Number of existing Percentage of Number of New Ordinary Shares subscribed for Number of Ordinary Shares following Admission Percentage of
Ordinary Shares existing Ordinary Share capital (excluding Ordinary Shares held in treasury) Enlarged Ordinary Share
Capital (excluding Ordinary Shares held in treasury)
Sir Henry Angest 8,376,401 56.26% 729,843 9,106,244 56.26%
For the purpose of the AIM Rules, the directors of the Company with the
exception of Sir Henry Angest and Frederick Angest (the "Independent
Directors") consider, having consulted with Grant Thornton, the Company's
nominated adviser, that the terms of Sir Henry Angest's participation in the
Subscription are fair and reasonable insofar as Shareholders are concerned.
For the purposes of the AQSE Rules, the Independent Directors consider that,
having exercised reasonable care, skill and diligence, the participation by
Sir Henry Angest in the Subscription is fair and reasonable as far as
Shareholders are concerned.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section below.
Capitalised terms not otherwise defined in the text of this Announcement are
defined in the Appendix to this Announcement.
This Announcement should be read in conjunction with the full text of the
Circular to be posted to Shareholders, copies of which shall be available on
the Company's website at: www.arbuthnotgroup.com
(http://www.arbuthnotgroup.com) .
The person responsible for arranging for the release of this information on
behalf of the Company is Andrew Salmon.
Enquiries:
Arbuthnot Banking Group plc 020 7012 2400
Sir Henry Angest, Chairman and Chief Executive
Andrew Salmon, Group Chief Operating Officer
James Cobb, Group Finance Director
Shore Capital (Financial Adviser, Broker and 020 7408 4090
Bookrunner)
Daniel Bush
David Coaten
Tom Knibbs
Lucy Bowden
Grant Thornton UK LLP (Nominated Adviser and AQSE Corporate Adviser) 020 7383 5100
Colin Aaronson
Samantha Harrison
George Grainger
Ciara Donnelly
H/Advisors Maitland (Financial PR) 020 7379 5151
Sam Cartwright
IMPORTANT NOTICES
The distribution of this Announcement and/or information relating to the
Fundraising and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or Shore Capital
or any of their respective affiliates, agents, directors, officers,
consultants, partners, or employees ("Representatives") that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons into
whose possession this Announcement comes are required by the Company and Shore
Capital to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities.
Shore Capital Stockbrokers Limited and Shore Capital and Corporate Limited
(together "Shore Capital" or the "Bookrunner"), are authorised and regulated
by the Financial Conduct Authority (the "FCA") in the United Kingdom and are
acting exclusively for the Company and no one else in connection with the
Placing, and Shore Capital will not be responsible to anyone (including any
subscribers pursuant to the Placing) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement. No
representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
Shore Capital or by any of its Representatives 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 liability therefor is expressly disclaimed.
Grant Thornton UK LLP, is authorised and regulated by the FCA in the United
Kingdom. Grant Thornton UK LLP acts as nominated adviser to the Company and
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement. No
representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
Grant Thornton UK LLP or by any of its Representatives 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 liability therefore is expressly disclaimed.
Grant Thornton UK LLP's responsibilities as the Company's nominated adviser
under the AIM Rules for Nominated Advisers are owed solely to London Stock
Exchange plc and are not owed to the Company or to any director of the Company
or to any other person.
None of the information in this Announcement has been independently verified
or approved by the Bookrunner or any of its directors, officers, partners,
agents, employees, affiliates, advisors, consultants, or persons connected
with them as defined in the Financial Services and Markets Act 2000, as
amended ("FSMA") (together, "Affiliates"). Save for any responsibilities or
liabilities, if any, imposed on the Bookrunner by FSMA or by the regulatory
regime established under it, no responsibility or liability whatsoever whether
arising in tort, contract or otherwise, is accepted by the Bookrunner or any
of its Affiliates whatsoever for the contents of the information contained in
this Announcement (including, but not limited to, any errors, omissions or
inaccuracies in the information or any opinions) or for any other statement
made or purported to be made by or on behalf of the Bookrunner or any of its
Affiliates in connection with the Company, the Placing Shares, the Placing, or
for any loss, cost or damage suffered or incurred howsoever arising, directly
or indirectly, from any use of this Announcement or its contents or otherwise
in connection with this Announcement or from any acts or omissions of the
Company in relation to the Placing. The Bookrunner and its Affiliates
accordingly disclaim all and any responsibility and liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above) in
respect of any statements or other information contained in this Announcement
and no representation or warranty, express or implied, is made by the
Bookrunner or any of its Affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult a suitably qualified independent financial
adviser.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.
FORWARD LOOKING STATEMENTS
This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which the Company and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and credit, a
decline in the Company's credit ratings; the effect of operational risks; and
the loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this Announcement by or
on behalf of the Company speak only as of the date they are made. Except as
required by applicable law or regulation, the Company and the Bookrunner
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.
APPENDIX - EXTRACTS FROM THE CIRCULAR
Letter from the Chairman
1. Introduction
The Company has completed, conditional on Shareholder approval, a Placing and
Subscription for New Ordinary Shares at a price of 925 pence each with certain
existing and new institutional investors to raise approximately £12.0 million
(before commissions and expenses) (the "Fundraising").
It is proposed that the Net Proceeds will be used to enable the Company to
maintain its current loan growth momentum in 2023 and beyond. It will also
strengthen the Group's ability to take advantage of the opportunities that are
expected to emerge given the current conditions in the non-bank lending
markets despite the increase in the countercyclical capital buffer in July
2023 from 1% to 2%, which will increase the Group's regulatory capital
requirements. Further details of the rationale for the Fundraising and the
intended use of the Net Proceeds can be found in paragraph 2.4 below.
In order to maintain his beneficial shareholding of approximately 56 per cent.
of the Ordinary Shares, the Chairman and Chief Executive of the Company, Sir
Henry Angest, has agreed to subscribe for 729,843 New Ordinary Shares pursuant
to the Subscription via Flowidea Limited, a company of which he is the sole
beneficial owner.
The purpose of the Circular is to set out the reasons for, and provide further
information on, the Fundraising, to explain why the Board considers the
Fundraising to be in the best interests of the Company and its Shareholders as
a whole and to convene the necessary General Meeting at which resolutions will
be proposed to approve the issue of the New Ordinary Shares on a
non-pre-emptive basis.
2. Details of the Fundraising and use of proceeds
The Company has conditionally raised approximately £12.0 million (before
commissions and expenses) through the conditional placing of the Placing
Shares and conditional issue of the Subscription Shares at the Placing Price.
The Placing Price represents a discount of 3.4 per cent. against the
mid-market closing price on 13 April 2023, being the last practicable date
before the announcement of the Fundraising. The Group has benefitted in the
past from its strong balance sheet during times of greater turbulence in the
financial and banking markets. As at 31 December 2022, the CET1 ratio was
11.6%, which the Fundraising will result in a pro forma increase of 80 basis
points to 12.4%.
The New Ordinary Shares, when issued, will represent approximately 8.0 per
cent. of the Company's Enlarged Ordinary Share Capital immediately following
Admission. The New Ordinary Shares will rank in full for all dividends made,
paid or declared on the Ordinary Shares by reference to a record date on or
after the date of Admission and otherwise equally with the Ordinary Shares in
issue from the date of Admission. It is expected that the New Ordinary Shares
will be admitted to trading on each of AIM and AQSE on 5 May 2023. The New
Ordinary Shares will not be entitled to the final dividend payable in respect
of the financial year ended 31 December 2022 which will be paid to
Shareholders on the register on 21 April 2023.
The Placing and Subscription (which are not being underwritten) are
conditional, amongst other things, upon:
(a) the Placing Agreement becoming unconditional in all respects
(save for Admission) and not having been terminated in accordance with its
terms prior to Admission;
(b) the Subscription Agreement not having been varied (other
than with the prior consent of Shore Capital) or terminated prior to
Admission;
(c) the Resolutions being approved at the General Meeting; and
(d) Admission of the New Ordinary Shares becoming effective on
or before 8.00 am on 5 May 2023, or such later date as the Company and Shore
Capital may agree, being no later than 8.00 am on 19 May 2023.
2.1. The Placing Agreement
Pursuant to the Placing Agreement, SCS has conditionally agreed to use its
reasonable endeavours, as agent for the Company, to procure subscribers for
the Placing Shares with certain institutional and other investors.
The Placing Agreement contains warranties from the Company in favour of Shore
Capital in relation to, inter alia, the accuracy of the information in the
Circular and other matters relating to the Company and the Group. In addition,
the Company has agreed to indemnify Shore Capital in relation to certain
liabilities they may incur in respect of the Placing. Shore Capital has the
right to terminate the Placing Agreement in certain circumstances prior to
Admission, in particular, in the event of a breach of the warranties given in
the Placing Agreement, the failure of the Company to comply with its
obligations under the Placing Agreement, the variation or termination of the
Subscription Agreement without the prior consent of Shore Capital, the
occurrence of a force majeure event which in Shore Capital's opinion may be
material and adverse to the Group or the Placing, or a material adverse change
affecting the financial position or business or prospects of the Group.
2.2. The Subscription Agreement
Pursuant to the terms of the Subscription Agreement, Sir Henry Angest (via
Flowidea Limited, a company of which he is the sole beneficial owner), the
Chairman and Chief Executive of the Company, has agreed, subject to the
satisfaction of certain conditions, to subscribe for 729,843 new Ordinary
Shares at the Placing Price. Sir Henry Angest is interested in approximately
56 per cent. of the voting rights in the Company and will remain interested in
approximately 56 per cent. of the voting rights in the Company following
Admission as a result of the Subscription.
2.3. Settlement and dealings
Applications will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM and to the Aquis Exchange for the New
Ordinary Shares to be admitted to trading on AQSE. It is expected that
Admission to each of AIM and AQSE will become effective and that dealings in
the New Ordinary Shares will commence on 5 May 2023, subject to the passing of
the Resolutions at the General Meeting.
The New Ordinary Shares being issued pursuant to the Placing and Subscription
will, on Admission, rank in full for all dividends and other distributions
declared, made or paid on the Ordinary Shares by reference to a record date on
or after Admission and will otherwise rank pari passu in all respects with the
existing Ordinary Shares. The New Ordinary Shares will not be entitled to
the final dividend payable in respect of the financial year ended 31 December
2022 which will be paid to Shareholders on the register on 21 April 2023.
2.4. Rationale for the Fundraising and use of proceeds
In 2020, the Group articulated to Shareholders its "Future State" capital
allocation strategy, which set out its approach to leverage its substantial
deposit book to drive growth through its lending businesses, which generate
high returns on capital employed, to grow net interest margins and returns on
equity.
For the year ended 31 December 2022, the Group reported significantly
increased profitability, driven by higher net interest margins as a result of
the execution of its strategy, combined with the increased Bank of England
bank rate and a low cost of deposits (as well as the benefit of a lag in the
repricing of deposits). In the current environment, the Group has continued to
grow its lending book whilst also tightening credit appetite. Customer deposit
balances reached £3.1 billion at the end of 2022 and the Board believes that
the current market dislocation will provide further opportunities to deliver
continued lending growth, whilst also allowing the Group to take advantage of
opportunities that may arise given current market conditions.
The increase in Group profitability has brought forward the creation of
capital to fund its continued growth. However, in order to enable the Company
to maintain its current loan growth momentum in 2023 and beyond alongside the
increase in the countercyclical capital buffer ("CCyB") in July 2023 (further
details of which are set out below), the Company is seeking to raise
approximately £12.0 million (before commissions and expenses) pursuant to the
conditional Placing and Subscription.
Background to the CCyB
The increase in the CCyB in July 2023 mandated by the Prudential Regulation
Authority ("PRA") will require all banks to hold additional capital balances.
The CCyB is a macroprudential tool that enables the PRA's Financial Policy
Committee ("FPC") to adjust the resilience of the banking system to the
changing scale of risk it faces over time. By increasing the CCyB when risks
are judged to be building up, banks will have an additional cushion of capital
to absorb potential losses. When threats to stability are judged to have
receded, or when credit conditions are weak and banks' capital buffers are
judged to be more than sufficient to absorb future losses, the CCyB can be
reduced by the FPC. By aligning resilience with risk, the CCyB seeks to reduce
the extent to which economic shocks will be amplified by the banking system,
including through contracting the supply of credit and other services. The
CCyB applies to all banks, building societies and investment firms (other than
those exempted by the FCA) incorporated in the United Kingdom. The CCyB is
applied at both individual entity and consolidated group levels. Each bank
must calculate its 'institution-specific' CCyB rate, defined as the weighted
average of the CCyB rates in effect across the jurisdictions in which it has
credit exposures. The institution-specific CCyB rate is then applied to the
firm's total risk weighted assets.
The current UK CCyB rate is 1 per cent., which will increase to 2 per cent.
with effect from 5 July 2023.
3. Related party transaction
The participation of Sir Henry Angest, through Flowidea Limited, in the
Subscription as a Director of the Company and a substantial shareholder for
the purposes of the AIM Rules and the AQSE Rules, constitutes a related party
transaction pursuant to Rule 13 of the AIM Rules and Rule 4.6 of the AQSE
Rules. Following Admission, the beneficial interest in the Ordinary Shares of
Sir Henry Angest will be as follows:
Shareholder Number of existing Percentage of Number of Ordinary Shares following completion of the Fundraising Percentage of Enlarged Ordinary Share
Ordinary Shares existing Ordinary Share capital (excluding Ordinary Shares held in treasury) Capital (excluding Ordinary Shares held in treasury)
Sir Henry Angest 8,376,401 56.26% 9,106,244 56.26%
Sir Henry Angest also holds a beneficial interest in 86,674 Ordinary
Non-Voting Shares, representing 64.88 per cent. of the Ordinary Non-Voting
Shares in issue. No Ordinary Non-Voting Shares are being issued pursuant to
the Fundraising.
For the purpose of the AIM Rules, the Independent Directors consider, having
consulted with Grant Thornton, the Company's nominated adviser, that the terms
of Sir Henry Angest's participation in the Subscription are fair and
reasonable insofar as Shareholders are concerned. For the purpose of the AQSE
Rules, the Independent Directors consider that, having exercised reasonable
care, skill and diligence, the participation by Sir Henry Angest in the
Subscription is fair and reasonable as far as Shareholders are concerned.
4. General Meeting
Set out at the end of the Circular will be a notice convening the General
Meeting to be held at the offices of Arbuthnot at Arbuthnot House, 7 Wilson
Street, London EC2M 2SN on 4 May 2023 at 11.00 a.m., at which an ordinary and
a special resolution will be proposed which will, if passed, give the
Directors authority to allot up to 1,297,297 New Ordinary Shares on a
non-pre-emptive basis.
An ordinary resolution requires a simple majority of members entitled to vote
and present in person or by proxy to vote in favour in order for it to be
passed. A special resolution requires a majority of at least 75 per cent. of
members entitled to vote and present in person or by proxy to vote in favour
in order for it to be passed.
5. Recommendation
The Directors consider the Fundraising to be in the best interests of the
Company and its Shareholders as a whole and accordingly unanimously recommend
Shareholders to vote in favour of the Resolutions to be proposed at the
General Meeting, as they intend to do in respect of their beneficial holdings
amounting, in aggregate, to 8,460,162 existing Ordinary Shares, representing
approximately 56.82 per cent. of the issued Ordinary Share capital of the
Company.
Expected Timetable of Principal Events
2023
Publication of the Circular on or around 18 April
Latest time and date for receipt of proxy votes for the General Meeting 11.00 a.m. on 2 May
General Meeting 11.00 a.m. on 4 May
Admission, completion of the Fundraising and commencement of dealings in the 8.00 a.m. on 5 May
New Ordinary Shares
CREST accounts credited 5 May
Dispatch of share certificates in respect of the New Ordinary Shares By 19 May
Notes:
1. Each of the times and dates above is indicative only and subject to change.
If any of the above times and/or dates change, the revised times and/or dates
will be notified by the Company to Shareholders by announcement through a
Regulatory Information Service.
2. All of the times above refer to London time.
Definitions
"Act" the Companies Act 2006 (as amended);
"Admission" admission of the New Ordinary Shares to trading on: (i) AIM becoming effective
in accordance with Rule 6 of the AIM Rules; and (ii) the AQSE becoming
effective;
"AIM" the AIM Market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time;
"AQSE" AQSE Growth Market, Apex Segment;
"AQSE Rules" the rules governing companies whose securities are traded on AQSE as published
by the Aquis Exchange from time to time being, in relation to the Ordinary
Shares, the rules set out in the Aquis Exchange's APEX Rulebook;
"CCyB" countercyclical capital buffer;
"Circular" the circular to be sent to Shareholders containing details of the Fundraising
and the Notice of General Meeting;
"Company" or "Arbuthnot" Arbuthnot Banking Group plc, a company incorporated in England and Wales with
company number 01954085;
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755);
"Directors" or "Board" the directors of the Company, or any duly authorised committee thereof;
"Enlarged Ordinary Share Capital" the issued Ordinary Share capital of the Company (excluding 390,274 Ordinary
Shares held in Treasury) as enlarged by the Placing Shares and the
Subscription Shares;
"Euroclear" Euroclear UK & International Limited, the operator of CREST;
"Existing Shares" the 14,889,048 Ordinary Shares (which excludes the 390,274 Ordinary Shares
held in treasury) and 152,621 Ordinary Non-Voting Shares in issue;
"FCA" the UK Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Fundraising" together the Placing and the Subscription;
"General Meeting" the general meeting of the Company to be held at the offices of Arbuthnot at
Arbuthnot House, 7 Wilson Street, London EC2M 2SN on 4 May 2023 at 11.00 a.m.,
notice of which will be set out at the end of the Circular;
"Grant Thornton" Grant Thornton UK LLP, the Company's nominated adviser and corporate adviser
for the purposes of the AIM Rules and AQSE Rules, respectively;
"Group" the Company and its subsidiaries from time to time;
"Independent Directors" the Directors with the exception of Sir Henry Angest and Frederick Angest;
"London Stock Exchange" London Stock Exchange plc;
"Net Proceeds" the gross proceeds of the Fundraising, less expenses and commissions incurred;
"New Ordinary Shares" the Placing Shares and the Subscription Shares;
"Notice of General Meeting" the notice convening the General Meeting which will be set out at the end of
the Circular;
"Ordinary Non-Voting Shares" ordinary shares of £0.01 (1 penny) each without voting rights attached in the
capital of the Company;
"Ordinary Shares" ordinary shares of £0.01 (1 penny) each with voting rights attached in the
capital of the Company;
"Placing" the conditional placing of the Placing Shares by SCS, as agent on behalf of
the Company, pursuant to the Placing Agreement;
"Placing Agreement" the conditional agreement dated 14 April 2023 and made between the Company and
Shore Capital in relation to the Placing;
"Placing Price" 925 pence per New Ordinary Share;
"Placing Shares" the 567,454 new Ordinary Shares to be issued and allotted by the Company
pursuant to the Placing;
"Resolutions" the resolutions set out in the Notice of General Meeting;
"SCC" Shore Capital and Corporate Limited, the Company's financial adviser;
"SCS" Shore Capital Stockbrokers Limited, the Company's broker for the purposes of
the AIM Rules and the Fundraising;
"Shareholders" holders of Ordinary Shares and/or Ordinary Non-Voting Shares, as the context
requires;
"Shore Capital" SCC and/or SCS as the context requires;
"Subscription" the conditional subscription for 729,843 new Ordinary Shares at the Placing
Price pursuant to the Subscription Agreement;
"Subscription Agreement" the conditional agreement dated 14 April 2023 and made between the Company and
Flowidea Limited, a company of which Sir Henry Angest is the sole beneficial
owner, in relation to the Subscription; and
"Subscription Shares" the 729,843 new Ordinary Shares to be issued and allotted by the Company
pursuant to the Subscription.
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