REG - Arbuthnot BankingSecure Trust Bank - Completion of sale of ordinary shares <Origin Href="QuoteRef">ARBB.L</Origin> <Origin Href="QuoteRef">STBS.L</Origin>

Arbuthnot BankingAnnouncement

06/09/2014 14:32

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RNS Number : 8471L
Arbuthnot Banking Group PLC
09 July 2014 
 
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. 
 
This announcement should be read in its entirety. In particular, you should
read and understand the information provided in the 'Important Notices'
section. 
 
9 July 2014 
 
Arbuthnot Banking Group PLC ("Arbuthnot" or the "Company") 
 
Completion of sale of 1,041,667 ordinary shares in Secure Trust Bank PLC
("Secure Trust Bank") 
 
Following the announcements released on 19 June 2014 and 20 June 2014 and the
final conditions to the Placing Agreement entered into on 19 June 2014 being
satisfied, Arbuthnot is pleased to announce that the sale of the 1,041,667
Sale Shares at £24.00 each to institutional investors has now completed. 
 
Secure Trust Bank yesterday passed the required resolutions proposed at its
General Meeting. The Company's holding in Secure Trust Bank is therefore
reduced to 53.26 per cent. of Secure Trust Bank's Enlarged Issued Share
Capital. 
 
This announcement should be read together with the announcement made by the
Company at 6.10 p.m. on 19 June 2014 and all terms in this announcement have
the meaning given to them in that announcement unless otherwise defined in
this announcement. 
 
Secure Trust Bank has also made an announcement in relation to the results of
its General Meeting, which should be read in conjunction with this
announcement. 
 
For further information please contact: 
 
Arbuthnot Banking Group PLC                                                   
                                                 0207 012 2400 
 
Henry Angest (Chairman and Chief Executive Officer) 
 
Andrew Salmon (Chief Operating Officer) 
 
James Cobb (Group Finance Director) 
 
David Marshall (Director of Communications) 
 
Oriel Securities Limited (Sole placing agent and joint bookrunner)            
                       0207 710 7600 
 
Robin Mann 
 
Gareth Hunt 
 
Stewart Wallace 
 
Keefe, Bruyette & Woods Limited (Joint bookrunner)                            
                                0207 663 3161 
 
Charles Lucas 
 
Canaccord Genuity Limited (NOMAD)                                             
             0207 523 8000 / 0207 665 4500 
 
Lawrence Guthrie 
 
Sunil Duggal 
 
Bell Pottinger                                                                
                                                                  0207 861
3917 
 
Ben Woodford 
 
Dan de Belder 
 
IMPORTANT NOTICES 
 
This Announcement has been issued by, and is the sole responsibility of, the
Company. 
 
This Announcement does not constitute, and the Company is not making, an offer
to the public of transferable securities within the meaning of sections 85 and
102B of the Financial Services and Markets Act 2000 ("FSMA"). This
Announcement is therefore not an approved prospectus for the purposes of
section 85 of FSMA, and has not been prepared in accordance with the
prospectus rules of the Financial Conduct Authority ("FCA") and as such
neither its contents nor its issue have been approved by the FCA or by any
authority which would be a competent authority for the purposes of any
legislation that implements the Prospectus Directive. 
 
This Announcement and the information contained herein is not for release,
publication or distribution, in whole or in part, directly or indirectly, in
or into the United States (including its territories and possessions, any
state of the United States and the District of Columbia), Australia, Canada,
Japan, the Republic of South Africa or any other state or jurisdiction into
which the same would be unlawful. This Announcement is for information
purposes only and shall not constitute an offer to buy, sell, issue, or
acquire, or the solicitation of an offer to buy, sell, issue, or acquire any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of such jurisdictions. 
 
This Announcement 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 in the United States, Australia, Canada, Japan or the Republic
of South Africa or any other jurisdiction in which such offer, solicitation or
sale would be unlawful. In particular, the Placing Shares and Sale Shares have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") and may not be offered, sold or
transferred, directly or indirectly, within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the securities laws of any state or
other jurisdiction of the United States. No public offering of the Placing
Shares or Sale Shares is being made in the United States, Australia, Canada,
Japan or the Republic of South Africa. 
 
Oriel Securities Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting as placing agent and joint bookrunner to the
Company in connection with the Sale and is acting exclusively for the Company
and for no one else (other than Secure Trust Bank) in relation to the Sale and
will not be responsible to any person other than the Company and Secure Trust
Bank for providing the protections afforded to its clients or for advising any
other person in relation to the Sale or any matter referred to in this
Announcement. 
 
Keefe, Bruyette & Woods Limited, which is authorised and regulated in the
United Kingdom by the FCA, is acting as joint bookrunner to the Company in
connection with the Sale and is acting exclusively for the Company and for no
one else (other than Secure Trust Bank) in relation to the Sale and will not
be responsible to any person other than the Company and Secure Trust Bank for
providing the protections afforded to its clients or for advising any other
person in relation to the Sale or any matter referred to in this
Announcement. 
 
Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the FCA, is the Company's Nominated Adviser. The responsibilities
of Canaccord Genuity Limited, as Nominated Adviser under the AIM Rules and the
AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange
and are not owed to the Company, any Shareholder or any Director of the
Company or to any other person in respect of his or her decision to acquire
Placing Shares or Sale Shares. Canaccord Genuity Limited is acting exclusively
for the Company and for no one else in relation to the Sale and will not be
responsible to any person other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Sale. 
 
No representation or warranty, express or implied, is or will be made by or on
behalf of any of Canaccord Genuity Limited, Oriel Securities Limited and
Keefe, Bruyette & Woods Limited, and no responsibility or liability is or will
be accepted by any of Canaccord Genuity Limited, Oriel Securities Limited or
Keefe, Bruyette & Woods Limited or any of their respective affiliates, as to
the accuracy, completeness or verification of the information set out in this
Announcement, and nothing contained in this Announcement is, or shall be
relied upon as, a promise or representation in this respect, whether as to the
past or the future. Canaccord Genuity Limited, Oriel Securities Limited or
Keefe, Bruyette & Woods Limited and each of their respective affiliates
accordingly disclaim, to the fullest extent permitted by law, all and any
liability whether arising in tort, contract or otherwise which they might
otherwise have in respect of this Announcement or any such statement. 
 
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement. 
 
This information is provided by RNS
The company news service from the London Stock Exchange