REG - Deutsche Bank AG - Recommended Cash Offer for Numis Corporation Plc
28/04/2023 07:15
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RNS Number : 8453X Deutsche Bank AG 28 April 2023
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
This announcement contains inside information.
For immediate release
28 April 2023
Recommended Cash Offer
for
Numis Corporation Plc
by
Deutsche Bank AG
Summary and highlights
· The Board of Numis and the Management Board of Deutsche Bank are
pleased to announce that they have reached agreement on the terms of a
recommended all-cash offer by Deutsche Bank for the entire issued and to be
issued share capital of Numis. It is intended that the Transaction will be
implemented by way of a court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006.
· Under the terms of the Transaction, Numis Shareholders will be
entitled to receive:
350 pence for each Numis Share (the "Transaction Value")
valuing the entire issued and to be issued share capital of Numis at
approximately £410 million.
· The Transaction Value comprises for each Numis Share held as of
the relevant record date:
o 339 pence in cash (the "Cash Consideration");
o an interim dividend of 6 pence per Numis Share for the six months ended 31
March 2023, which is not conditional upon the Transaction becoming effective
(the "First Permitted Dividend"); and
o an additional interim dividend of 5 pence per Numis Share (the "Second
Permitted Dividend"), which is conditional upon the Transaction becoming
effective.
· The Transaction Value represents:
o a premium of 72 per cent. to the Closing Price of 204 pence per Numis
Share on 27 April 2023 (being the last Business Day before this announcement);
and
o a premium of 60 per cent. to the volume-weighted average price of 219
pence per Numis Share for the three-month period ended 27 April 2023 (being
the last Business Day before this announcement).
First Permitted Dividend and Second Permitted Dividend
· In its interim results for the six months ended 31 March 2023,
which Numis expects to announce on 5 May 2023, the Numis Directors intend to
declare the First Permitted Dividend of 6 pence per Numis Share for the six
months ended 31 March 2023 in accordance with Numis' existing dividend
policy. Numis Shareholders on the register of members of Numis as at the
relevant record date will be entitled to receive the First Permitted Dividend,
regardless of whether the Transaction becomes effective and without any
reduction in the Cash Consideration payable if the Transaction becomes
effective. The First Permitted Dividend is expected to be paid on or about
23 June 2023 to Numis Shareholders on the register of members of Numis as at
19 May 2023.
· The Numis Directors intend to declare the Second Permitted
Dividend of 5 pence per Numis Share before the Effective Date, settlement of
which will be conditional upon the Transaction becoming effective, payable to
all Numis Shareholders on the register of members of Numis as at the relevant
record date, which is expected to be 6.00 p.m. on the Business Day immediately
after the date of the Scheme Court Hearing. If the Transaction becomes
effective, the Second Permitted Dividend will be paid not more than 14 days
after the Effective Date.
· Deutsche Bank will have the right to reduce the Cash
Consideration by the amount of any dividend (or other distribution) which is
paid or becomes payable by Numis to Numis Shareholders other than the First
Permitted Dividend and the Second Permitted Dividend.
Background to and reasons for the Transaction
· The Transaction will allow Deutsche Bank to accelerate its Global
Hausbank strategy by unlocking a much deeper engagement with the corporate
client segment in the UK, enabling Deutsche Bank to become a leading provider
to more than 170 corporate clients for their comprehensive financial and
advisory needs.
· The Management Board of Deutsche Bank and the Board of Numis are
convinced that the Transaction represents an exciting strategic opportunity to
combine Deutsche Bank's existing UK and Ireland corporate finance business
with Numis to establish a leading force in UK investment banking with a
prominent position across corporate broking, strategic advisory (including
M&A and growth capital), equity and debt capital markets and equity
research, sales and execution, and to leverage Deutsche Bank's comprehensive
and global product offering across the Corporate Bank and the International
Private Bank.
· The UK is the largest investment banking market in Europe and
Deutsche Bank has been evaluating how to accelerate the growth of its business
in the UK. Numis is a diversified investment bank with a leading UK franchise
and a long history of successfully delivering superior client service and
growth and therefore represents a compelling strategic fit. Deutsche Bank and
Numis strongly believe in the potential for the Transaction to unlock
significant value within both the Numis and Deutsche Bank franchises.
· Deutsche Bank's current UK and Ireland corporate finance
operations serve domestic and international corporate and private equity
clients with a full-service product offering. Deutsche Bank believes that
Numis' corporate clients would benefit incrementally from certain services
offered by Deutsche Bank, which at present Numis does not provide in-house,
including its global M&A capability, debt capital markets, FX, corporate
treasury, private banking services and broader balance sheet support.
Similarly, a strengthened UK presence will enhance Deutsche Bank's ability to
serve UK-based clients with global reach. The ability to provide a more
comprehensive proposition may crystallise greater revenue opportunities within
the combined corporate client base whilst also providing a broader platform to
expand the attractiveness of the enlarged business to target new clients.
· As one of the largest financial institutions globally, Deutsche
Bank offers access to significant capital and operational resources, which
help embed resilience across the Deutsche Bank platform and provide capacity
for investment to capitalise on strategic opportunities through the cycle. The
combination of Numis with Deutsche Bank's UK and Ireland corporate finance
activities will further enhance the scale and resilience of the combined UK
business and its ability to pursue its strategic objectives.
· Deutsche Bank is confident that there is strong and complementary
cultural alignment between Deutsche Bank and Numis, with a shared long-term
focus on building both client and employee relationships as well as an
ambition to take advantage of new growth opportunities. Deutsche Bank believes
that both businesses have the same professional, high performance and
client-centric cultures that will enable the combined business to deliver high
quality client service. Numis has harnessed its agility as it has expanded in
recent years which is important to both its people and clients. It is the
combined intent that such a mindset remains central to how the business
continues to operate under new ownership. Numis' culture is a key contributor
to its success and the quality of its platform and Deutsche Bank is focused on
ensuring this is retained, while also allowing Numis to benefit from access to
the significant resources of Deutsche Bank.
· Deutsche Bank intends to co-brand with Numis for the relevant UK
activities.
Numis Recommendation and Irrevocable Undertakings
· The Numis Directors, who have been so advised by Fenchurch as to
the financial terms of the Transaction, consider the terms of the Transaction
to be fair and reasonable. In providing its advice to the Numis Directors,
Fenchurch has taken into account the commercial assessments of the Numis
Directors. Fenchurch is providing independent financial advice to the Numis
Directors for the purposes of Rule 3 of the Code.
· Accordingly, the Numis Directors intend unanimously to recommend
that Numis Shareholders vote in favour of the resolutions relating to the
Transaction at the Meetings (or in the event that the Transaction is
implemented by way of an Offer, to accept or procure acceptance of such Offer)
as the Numis Directors have irrevocably undertaken to do in respect of their
own entire beneficial holdings, amounting to 4,795,099 Numis Shares in
aggregate representing approximately 4.4 per cent. of Numis' issued share
capital on 27 April 2023 (being the last Business Day before this
announcement).
· Deutsche Bank has also received an irrevocable undertaking from
Aktieselskabet af 1.3.2017 to vote in favour of the Scheme (or in the event
that the Transaction is implemented by way of an Offer, to accept or procure
acceptance of such Offer) in respect of its entire beneficial holding of Numis
Shares. The registered holder of Aktieselskabet af 1.3.2017's entire
beneficial holding of Numis Shares is HSBC Global Custody Nominee (UK)
Limited. Aktieselskabet af 1.3.2017 is an investment vehicle which is
wholly-controlled and 95% owned by Anders Holch Povlsen (with the remaining 5%
ownership interest held by members of his family). Aktieselskabet af 1.3.2017
is the beneficial owner of 25,078,486 Numis Shares in aggregate, representing
approximately 22.8 per cent. of Numis' issued share capital on 27 April 2023
(being the last Business Day before this announcement).
· Further details of these irrevocable undertakings are set out in
Appendix 3 to this announcement.
· In light of the expected timetable to obtain certain required
regulatory approvals, the Transaction is currently expected to complete during
the fourth quarter of 2023, subject to the satisfaction or (where applicable)
waiver of the Conditions and certain further terms set out in Appendix 1 to
this announcement.
· Commenting on today's announcement, Fabrizio Campelli, Head of
Corporate Bank and Investment Bank at Deutsche Bank said:
"This Transaction is strongly aligned to our Global Hausbank strategy and has
the potential to unlock significant value within both the Numis and Deutsche
Bank franchises. We have been evaluating how to accelerate the growth of our
business in the UK and, as a leading UK franchise with a long history of
successfully delivering superior client service and growth, Numis represents a
compelling strategic fit. The combination enables us to realise greater
revenue opportunities across our shared client base and to deepen our
engagement with UK corporates. There is strong and complementary cultural
alignment between Deutsche Bank and Numis that will propel the combined
business to deliver exceptional client service, and we look forward to
welcoming Numis management and employees to the Deutsche Bank Group."
· Commenting on the Transaction, Luke Savage, Chairman of Numis
said:
"The Numis Board is pleased to announce its unanimous recommendation of this
cash offer for Numis, which not only represents an attractive proposition for
Numis shareholders, but also provides a significant opportunity for clients,
employees and wider stakeholders through this highly complementary
combination. Numis has built one of the UK's leading investment banking and
equities franchises through an unwavering client centric culture, the quality
of its people, excellence in execution and continued revenue diversification
both internationally and into new business lines such as Growth Capital
Solutions. The Numis Board is particularly pleased that Numis' autonomy and
independence are seen by Deutsche Bank as key contributors to its culture and
the quality of its platform and that Deutsche Bank is focused on ensuring this
is retained, while also allowing Numis to benefit from access to the
significant resources of Deutsche Bank. Together with the strengths of
Deutsche Bank, we are confident the business will be even better positioned
for the future, continuing to accelerate the delivery of exceptional outcomes
for all stakeholders of our business."
This summary should be read in conjunction with the following full
announcement and its Appendices. The Transaction will be subject to the
Conditions and other terms set out in this announcement and to the full terms
and conditions which will be set out in the Scheme Document. Appendix 2 to
the full announcement contains bases and sources of certain information
contained in this announcement. Details of the irrevocable undertakings
received by Deutsche Bank are set out in Appendix 3 to the full
announcement. Certain terms used in this announcement are defined in
Appendix 4 to the full announcement.
Enquiries:
Deutsche Bank
+49 80 0910 8000
Ioana Patriniche - Head of Investor Relations
Silke-Nicole Szypa
Deutsche Bank AG, London Branch (Financial Adviser to Deutsche Bank)
+44 20 7545 8000
Daniel Ross
Derek Shakespeare
Oliver Ives
Nicholas Hunt
Lazard (Financial Adviser to Deutsche Bank)
+44 20 7187 2000
Cyrus Kapadia
Nicholas Millar
Stephen Dibsdale
FGS Global (PR Adviser to Deutsche Bank)
+44 20 7251 3801
James Murgatroyd
Rory King
Numis (Communications)
Noreen Biddle Shah
+44 7904 529 515
Fenchurch Advisory Partners (Financial Adviser to Numis)
+44 20
7382 2222
Kunal Gandhi
Rob Williams
Richard Locke
Grant Thornton UK LLP (Nominated Adviser to Numis)
+44 20 7383 5100
Philip Secrett
Harrison Clarke
FTI Consulting (PR Adviser to Numis)
+44 20 3727 1000
Edward Bridges
Daisy Hall
Cat Stirling
Ambrose Fullalove
Slaughter and May is acting as legal adviser, Cleary Gottlieb Steen &
Hamilton LLP is acting as US regulatory legal adviser and Arthur Cox LLP is
acting as Irish regulatory legal adviser to Deutsche Bank.
Travers Smith LLP is acting as legal adviser, Latham & Watkins LLP is
acting as remuneration regulatory legal adviser and Holland & Knight LLP
is acting as US regulatory legal adviser to Numis.
Inside Information
The information contained within this announcement is considered by Numis to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No.596/2014, which is part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018. Upon the publication of this announcement via a
Regulatory Information Service, this inside information will be considered to
be in the public domain.
The person responsible for arranging the release of this announcement on
behalf of Numis is Andrew Holloway, Chief Financial Officer.
Further information
This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Transaction or
otherwise, nor shall there be any sale, issuance or transfer of securities of
Numis in any jurisdiction in contravention of applicable law. The
Transaction will be made solely pursuant to the terms of the Scheme Document
(or, if the Transaction is implemented by way of an Offer, the Offer
Document), which, together with any related forms of proxy, will contain the
full terms and conditions of the Transaction, including details of how to vote
in respect of the Transaction. Any decision in respect of, or other response
to, the Transaction should be made only on the basis of the information
contained in the Scheme Document (or, if the Transaction is implemented by way
of an Offer, the Offer Document).
Numis and Deutsche Bank will prepare the Scheme Document to be distributed to
Numis Shareholders. Numis and Deutsche Bank urge Numis Shareholders to read
the Scheme Document (or, if the Transaction is implemented by way of an Offer,
the Offer Document) in full when it becomes available because it will contain
important information relating to the Transaction.
This announcement does not constitute a prospectus or prospectus equivalent
document.
Disclaimers
Deutsche Bank AG is a joint stock corporation incorporated with limited
liability in the Federal Republic of Germany, with its head office in
Frankfurt am Main where it is registered in the Commercial Register of the
District Court under number HRB 30 000. Deutsche Bank AG is authorised under
German banking law. The London branch of Deutsche Bank AG is registered in the
register of companies for England and Wales (registration number BR000005)
with its registered address and principal place of business at Winchester
House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is
authorised and regulated by the European Central Bank and the German Federal
Financial Supervisory Authority (BaFin). With respect to activities undertaken
in the United Kingdom, Deutsche Bank AG is authorised by the Prudential
Regulation Authority. It is subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority.
Details about the extent of Deutsche Bank AG's authorisation and regulation by
the Prudential Regulation Authority are available from Deutsche Bank AG on
request.
Deutsche Bank AG, London Branch is acting as financial adviser to Deutsche
Bank and no-one else in connection with the matters described in this
announcement and will not be responsible to anyone other than Deutsche Bank
for providing the protections afforded to clients of Deutsche Bank AG, London
Branch nor for providing advice in connection with the subject matter of this
announcement or any other matter referred to in this announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
UK by the Financial Conduct Authority, is acting exclusively as financial
adviser to Deutsche Bank and no one else in connection with the matters set
out in this announcement and will not be responsible to anyone other than
Deutsche Bank for providing the protections afforded to clients of Lazard nor
for providing advice in relation to the matters set out in this
announcement. Neither Lazard nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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
Lazard in connection with this announcement, any statement contained herein or
otherwise.
Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Numis and no-one else in connection with the Transaction
described in this announcement and accordingly will not be responsible to
anyone other than Numis for providing the protections afforded to its clients
nor for providing advice in relation to the matters described in this
announcement.
Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for Numis and no-one
else in connection with the Transaction described in this announcement and
accordingly will not be responsible to anyone other than Numis for providing
the protections afforded to its clients nor for providing advice in relation
to the matters described in this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe any applicable requirements. In particular,
the ability of persons who are not resident in the UK to vote their Numis
Shares with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another to vote at the Court Meeting on
their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located. This announcement has been prepared for the purpose
of complying with English law, the AIM Rules and the Code and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside the UK.
Copies of this announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. If the Transaction is
implemented by way of an Offer (unless otherwise permitted by applicable law
and regulation), the Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
The Transaction shall be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange and the AIM Rules.
Notice to US investors in Numis
The Transaction relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law.
A transaction effected by means of a scheme of arrangement is not subject to
the tender offer rules or the proxy solicitation rules under the US Exchange
Act of 1934. Accordingly, the Transaction and the Scheme will be subject to
the disclosure requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules. If, in the future, Deutsche Bank
exercises the right to implement the Transaction by way of an Offer and
determines to extend the Offer into the United States, the Transaction will be
made in compliance with applicable United States laws and regulations.
Financial information included in this announcement and the Scheme
documentation has been or will have been prepared in accordance with
accounting standards applicable in the UK that may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States.
The receipt of cash pursuant to the Transaction by a US holder of Numis Shares
as consideration for the transfer of its Scheme Shares pursuant to the Scheme
may be a taxable transaction for United States federal income tax purposes and
under applicable United States state and local, as well as foreign and other,
tax laws. Each Numis Shareholder is urged to consult with independent
professional advisers immediately regarding the tax consequences of the
Transaction applicable to it.
It may be difficult for US holders of Numis Shares to enforce their rights and
any claim arising out of the US federal laws, since Deutsche Bank and Numis
are located in non-US jurisdictions, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Numis
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
Cautionary Note Regarding Forward-Looking Statements
This announcement (including information incorporated by reference into this
announcement) may contain certain forward-looking statements with respect to
the financial condition, strategies, objectives, results of operations and
businesses of Deutsche Bank and its subsidiaries and subsidiary undertakings
(together the "Deutsche Bank Group") and Numis and its subsidiaries and
subsidiary undertakings (together the "Numis Group").
All statements other than statements of historical fact are, or may be deemed
to be, forward-looking statements. Forward-looking statements are statements
of future expectations that are based on management's current expectations and
assumptions and involve known and unknown risks and uncertainties that could
cause actual results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of Deutsche
Bank and the Deutsche Bank Group and Numis and the Numis Group to market
risks, statements as to accretion and statements expressing management's
expectations, beliefs, estimates, forecasts, projections and assumptions,
including as to future potential cost savings, synergies, earnings, cash flow,
return on capital employed, production and prospects. These forward-looking
statements are identified by their use of terms and phrases such as "aims",
"anticipate", "believe", "could", "estimate", "expect", "goals", "hopes",
"intend", "may", "objectives", "outlook", "plan", "probably", "project",
"risks", "seek", "should", "target", "will", "would" and similar terms and
phrases.
By their very nature, forward-looking statements involve risks and
uncertainties. There are a number of factors that could affect the future
operations of Deutsche Bank and the Deutsche Bank Group and Numis and the
Numis Group and could cause those results to differ materially from those
expressed in the forward-looking statements included in this announcement.
Such factors include the conditions in the financial markets in Germany, in
Europe, in the United States and elsewhere from which the Deutsche Bank Group
and/or the Numis Group derives a substantial portion of its revenues and in
which the Deutsche Bank Group and/or the Numis Group holds a substantial
portion of its assets, the development of asset prices and market volatility,
potential defaults of borrowers or trading counterparties, the implementation
of Deutsche Bank's and/or Numis' strategic initiatives, the reliability of
Deutsche Bank's and/or Numis' risk management policies, procedures and
methods, and other risks referenced in Deutsche Bank's and/or Numis' filings
with the U.S. Securities and Exchange Commission. Such factors are described
in detail in Deutsche Bank's SEC Form 20-F of 17 March 2023 under the heading
"Risk Factors" (available at http://www.db.com/ir). These factors also
should be considered by the reader.
Dealing and Opening Position Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent.
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 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 per cent. 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 p.m. (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.thetakeoverpanel.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 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 and requesting hard copies
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on https://investor-relations.db.com and
https://www.numis.com/investors by no later than 12 noon (London time) on the
business day 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.
In accordance with Rule 30.3 of the Code, Numis Shareholders, persons with
information rights and participants in the Numis Share Schemes may request a
hard copy of this announcement by contacting Computershare Investor Services
PLC, during business hours (8.30am to 5.30pm) on +44 (0)370 707 1203 or by
submitting a request in writing to Computershare Investor Services PLC at The
Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. If you have received this
announcement in electronic form or via a website notification, a hard copy of
this announcement and any document or information incorporated by reference
into this document will not be provided unless such a request is made. In
accordance with Rule 30.3 of the Code, you may also request that all future
documents, announcements and information to be sent to you in relation to the
Transaction should be in hard copy form.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share for Numis or Deutsche Bank, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for Numis or
Deutsche Bank, as appropriate.
Electronic communications
Please be aware that addresses, electronic addresses and certain information
provided by Numis Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Numis may be provided
to Deutsche Bank during the offer period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this announcement may have been subjected to
rounding adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures that
precede them.
General
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 if you are resident in the UK or, if not, from another
appropriate authorised independent financial adviser.
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
This announcement contains inside information.
For immediate release.
28 April 2023
Recommended Cash Offer
for
Numis Corporation Plc
by
Deutsche Bank AG
Introduction
The Board of Numis and the Management Board of Deutsche Bank are pleased to
announce that they have reached agreement on the terms of a recommended
all-cash offer by Deutsche Bank for the entire issued and to be issued share
capital of Numis.
1. The Transaction
It is intended that the Transaction will be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006. The purpose of the Scheme is to enable Deutsche Bank to acquire the
entire issued and to be issued share capital of Numis.
Under the terms of the Scheme, which will be subject to the Conditions and
other terms set out in this announcement and to further terms to be set out in
the Scheme Document, Numis Shareholders will receive:
350 pence for each Numis Share (the "Transaction Value")
valuing the entire issued and to be issued share capital of Numis at
approximately £410 million.
The Transaction Value comprises for each Numis Share held as at the relevant
record date:
o 339 pence in cash (the "Cash Consideration");
o an interim dividend of 6 pence per Numis Share for the six months ended 31
March 2023, which is not conditional upon the Transaction becoming effective
(the "First Permitted Dividend"); and
o an additional interim dividend of 5 pence per Numis Share, which is
conditional upon the Transaction becoming effective (the "Second Permitted
Dividend").
The Transaction Value represents:
· a premium of 72 per cent. to the Closing Price of 204 pence per
Numis Share on 27 April 2023 (being the last Business Day before this
announcement); and
· a premium of 60 per cent. to the volume-weighted average price of
219 pence per Numis Share for the three-month period ended 27 April 2023
(being the last Business Day before this announcement).
Deutsche Bank will have the right to reduce the Cash Consideration by the
amount of any dividend (or other distribution) which is paid or becomes
payable by Numis to Numis Shareholders other than the First Permitted Dividend
and the Second Permitted Dividend.
In the event that the Transaction is to be implemented by way of an Offer
(with the consent of the Panel and subject to the terms of the Co-operation
Agreement), the Numis Shares will be acquired pursuant to the Offer, fully
paid and free from all liens, charges, equitable interests, encumbrances and
rights of pre-emption and any other interests of any nature whatsoever and
together with all rights attaching thereto. Any new Numis Shares issued to
Deutsche Bank pursuant to the Scheme will be issued on the same basis.
In light of the expected timetable to obtain certain required regulatory
approvals, the Transaction is currently expected to complete during the fourth
quarter of 2023, subject to the satisfaction or (where applicable) waiver of
the Conditions and certain further terms set out in Appendix 1 to this
announcement.
2. First Permitted Dividend and Second Permitted Dividend
In its interim results for the six months ended 31 March 2023, which Numis
expects to announce on 5 May 2023, the Numis Directors intend to declare the
First Permitted Dividend of 6 pence per Numis Share for the six months ended
31 March 2023 in accordance with its existing dividend policy. Numis
Shareholders on the register of members of Numis as at the relevant record
date will be entitled to receive the First Permitted Dividend, regardless of
whether the Transaction becomes effective and without any reduction in the
Cash Consideration payable if the Transaction becomes effective. The First
Permitted Dividend is expected to be paid on or about 23 June 2023 to Numis
Shareholders on the register of members of Numis as at 19 May 2023.
The Numis Directors intend to declare the Second Permitted Dividend of 5 pence
per Numis Share before the Effective Date, settlement of which will be
conditional upon the Transaction becoming effective, payable to all Numis
Shareholders on the register of members of Numis as at the relevant record
date, which is expected to be 6.00 p.m. on the Business Day immediately after
the date of the Scheme Court Hearing. If the Transaction becomes effective,
the Second Permitted Dividend will be paid not more than 14 days after the
Effective Date.
3. Information relating to Numis
Founded in 1989 and rebranded as Numis in 2000, Numis is an international
investment bank with leading UK capital markets, advisory and equities
franchises and a growing presence beyond the UK through its offices in Ireland
and the United States. Numis was admitted to trading on AIM on 27 March 1996.
Numis provides strategic advice and capital market connectivity to 166
retained corporate broking clients, of which 64 are part of FTSE 350,
representing almost 20 per cent. of the index, with an average market
capitalisation of £1.0 billion.
Employing 344 people, 94 per cent. of whom are based in its London office,
Numis serves its clients across two divisions, investment banking and
equities. Its investment banking products and services include corporate
broking, equity capital markets ("ECM"), mergers and acquisitions ("M&A")
advisory, debt advisory and growth capital solutions ("GCS"), with Numis
ranked fifth by value of total equity issuance transactions in the UK
market 1 (#_ftn1) . Numis' equities products and services include sales and
research, trading and sales trading and investment companies, with a 36-strong
team of research analysts covering over 300 operating companies and a broad
range of investment companies and a strong equity sales distribution platform
with presence in London, New York and Dublin.
Since 2016, Numis has diversified its strategy to grow its UK M&A
franchise, expand its presence in advisory and ECM internationally and develop
its private markets business. Together, these business lines now represent
more than half of Numis' investment banking revenues. This diversified
business model has enabled Numis to deliver a resilient performance through
the market cycle: as stated in its trading update for the six month period
ended 31 March 2023, Numis enjoyed a record first half for advisory revenues
with the outlook for M&A remaining encouraging, offset by a continued
scarcity of UK capital markets transactions across the market driving lower
revenues for ECM. Numis also focuses on building trusted partnerships with
clients: as at 31 March 2023, 109 of its 166 corporate clients had been with
Numis for more than five years.
For the year ended 30 September 2022, Numis reported revenues of £144.2
million and profit before tax of £20.9 million. These results followed a
record revenue figure for the year ended 30 September 2021, reflecting
increased ECM and M&A activity emerging from the Covid-19 pandemic,
followed by less favourable market conditions in 2022 caused by geopolitical
and inflation concerns, leading to a decline in capital markets volumes and
IPOs. However, Numis recorded record advisory revenue for its second
successive year and retained a strong balance sheet to maximise resilience and
take advantage of future opportunities requiring capital. For the six months
ended 31 March 2023, Numis has indicated revenues in the region of £64
million in its recent trading update.
4. Information relating to Deutsche Bank
Headquartered in Frankfurt, Deutsche Bank is the largest bank in Germany and
one of the largest financial institutions in the world, as measured by total
assets of €1.3 trillion as of 31 December 2022. As of that date, Deutsche
Bank had over 84,000 full-time equivalent employees and operated in 58
countries with a network of over 1,500 offices. The bank offers a wide
variety of investment, financial and related products and services to private
individuals, corporate entities and institutional clients around the world.
Deutsche Bank generated €27.2 billion of revenue and €5.6 billion profit
before tax in the twelve months to 31 December 2022 and had total
shareholders' equity of €62.0 billion as of 31 December 2022, with a CET1
ratio of 13.4 per cent.
Deutsche Bank's Investment Bank is a core part of Deutsche Bank's global
business, forming one of four operating divisions, alongside the Corporate
Bank, Private Bank and Asset Management.
Deutsche Bank's Investment Bank provides corporate and institutional clients
with access to a comprehensive range of services, encompassing advisory, debt
and equity issuance, financing, market making / liquidity provision and risk
management solutions. The division operates throughout EMEA, Americas and
APAC, with a strategy that is focused upon operating in areas of competitive
strength. The successful execution of the Investment Bank's strategy since
2019 has created a well-positioned business. Against key priorities of
delivering sustainable revenue growth; client franchise improvements; and
reduction of the legacy cost base, the Investment Bank has successfully
delivered tangible improvements in its results over recent years and is now
looking to supercharge this growth to help achieve Deutsche Bank's stated 2025
targets.
5. Background to and reasons for the Transaction
The Transaction will allow Deutsche Bank to accelerate its Global Hausbank
strategy by unlocking a much deeper engagement with the corporate client
segment in the UK, enabling Deutsche Bank to become a leading provider to more
than 170 corporate clients for their comprehensive financial and advisory
needs.
The Management Board of Deutsche Bank and the Board of Numis are convinced
that the Transaction represents an exciting strategic opportunity to combine
Deutsche Bank's existing UK and Ireland corporate finance business with Numis
to establish a leading force in UK investment banking with a prominent
position across corporate broking, strategic advisory (including M&A and
growth capital), equity and debt capital markets and equity research, sales
and execution, and to leverage Deutsche Bank's comprehensive and global
product offering across the Corporate Bank and the International Private Bank.
The UK is the largest investment banking market in Europe and Deutsche Bank
has been evaluating how to accelerate the growth of its business in the UK.
Numis is a diversified investment bank with a leading UK franchise and a long
history of successfully delivering superior client service and growth and
therefore represents a compelling strategic fit. Deutsche Bank and Numis
strongly believe in the potential for the Transaction to unlock significant
value within both the Numis and Deutsche Bank franchises.
Deutsche Bank's current UK and Ireland corporate finance operations serve
domestic and international corporate and private equity clients with a
full-service product offering. Deutsche Bank believes that Numis' corporate
clients would benefit incrementally from certain services offered by Deutsche
Bank, which at present Numis does not provide in-house, including its global
M&A capability, debt capital markets, FX, corporate treasury, private
banking services and broader balance sheet support. Similarly, a strengthened
UK presence will enhance Deutsche Bank's ability to serve UK-based clients
with global reach. The ability to provide a more comprehensive proposition may
crystallise greater revenue opportunities within the combined corporate client
base whilst also providing a broader platform to expand the attractiveness of
the enlarged business to target new clients.
As one of the largest financial institutions globally, Deutsche Bank offers
access to significant capital and operational resources, which help embed
resilience across the Deutsche Bank platform and provide capacity for
investment to capitalise on strategic opportunities through the cycle. The
combination of Numis with Deutsche Bank's UK and Ireland corporate finance
activities will further enhance the scale and resilience of the combined UK
business and its ability to pursue its strategic objectives.
Deutsche Bank is confident that there is strong and complementary cultural
alignment between Deutsche Bank and Numis, with a shared long-term focus on
building both client and employee relationships as well as an ambition to take
advantage of new growth opportunities. Deutsche Bank believes that both
businesses have the same professional, high performance and client-centric
cultures that will enable the combined business to deliver high quality client
service. Numis has harnessed its agility as it has expanded in recent years
which is important to both its people and clients. It is the combined intent
that such a mindset remains central to how the business continues to operate
under new ownership. Numis' culture is a key contributor to its success and
the quality of its platform and Deutsche Bank is focused on ensuring this is
retained, while also allowing Numis to benefit from access to the significant
resources of Deutsche Bank.
Deutsche Bank intends to co-brand with Numis for the relevant UK activities.
Assuming completion in the fourth quarter of 2023, Deutsche Bank anticipates
that the Transaction will be EPS accretive from 2024 and will deliver an
attractive return on regulatory capital consumed. The CET1 ratio impact at
closing is expected to be approximately (9) basis points.
6. Management, employees and locations
Strategic plans for Numis
Deutsche Bank intends that Numis will form the core of the combined business's
corporate finance activities in the UK, servicing the combined UK corporate
and institutional client base following completion of the Transaction. Save as
set out below, Deutsche Bank does not expect the Transaction to materially
impact Numis' existing business or clients except insofar as they will have
access to the significant global resources and broader product offering of the
Wider Deutsche Bank Group, including its M&A capabilities, global sector
expertise and financing capabilities, as well as corporate treasury and
private banking services. Following completion of the Transaction, Numis' risk
and control functions and related policies will be aligned with those of
Deutsche Bank.
Deutsche Bank's strategy for the combined business will remain focused on the
UKI market and the rationale for the Transaction is driven to a significant
degree by the exciting prospects presented by Numis' strong UK franchise.
Deutsche Bank intends to co-brand with Numis for the relevant UK activities.
In addition to its UK operations, Numis has an established US business and
also opened an office in Ireland at the end of 2022, which largely market
UK-listed companies and associated research into North American and
Continental European institutions respectively. Deutsche Bank has an existing,
established business in the US and its US strategy is unchanged by the
Transaction. The same applies for Deutsche Bank's operations in the European
Union, including Ireland. Within the first 12 months following completion of
the Transaction, Deutsche Bank will determine whether and to what extent
services currently rendered by Numis out of the US and Ireland may be provided
out of Deutsche Bank's existing US and European operations respectively in the
future. In doing so, Deutsche Bank will also look to benefit from the client
relationships and expertise that Numis brings. Deutsche Bank and Numis will
work to ensure that there is no impact on service for any corporate and
institutional clients of the combined business through and following the
integration.
Numis has a strong equity research, sales and trading operation which supports
its corporate and institutional client base. Deutsche Bank believes that this
research offering is highly complementary to Deutsche Bank's existing
pan-European research offering and intends to combine and integrate the two
platforms under common management, adopting Deutsche Bank's independent
research model, with limited change to Numis' current equity research coverage
of its corporate broking client base. The combined platform will encompass
extensive coverage across UK and Continental European equities, fixed income
and macroeconomic research. This will be complemented by a well-resourced
equity sales offering across both generalist and specialist sales, and an
execution function primarily focused on maintaining Numis' market share in UK
equities. This enlarged offering will be of real value to the combined
institutional client base.
Employees and management
There are approximately 344 employees within the Numis business, of which
approximately 322 are employed in the UK, 12 are employed in the US and 10 are
employed in Ireland.
Deutsche Bank recognises the importance of retaining Numis' employees. In
particular, Deutsche Bank sees Numis' existing executive management team as
integral in continuing to drive and build the success of the combined
business. Deutsche Bank intends to merge most of its existing UKI corporate
finance team of approximately 35 people into the combined business to create
an integrated platform comprising Numis' and Deutsche Bank's existing
capabilities and resources and to serve their combined corporate client base
in the UK. Numis' Co-CEOs will lead the enlarged, combined UK business and
represent the combined business in Deutsche Bank's relevant regional
committees.
Critical to unlocking the strategic rationale of the Transaction will be a
highly collaborative integration of the combined business, its people and to
ensure clients benefit from the combined platform. As such, a Leadership Team
comprising representatives from both Numis' current senior leadership team and
Deutsche Bank will be established to ensure the combined client base gains
access to, and benefits from, the combined resources and capabilities. It will
also focus on growing the combined market share in the UK by leveraging the
strong regional footprint of Numis with the global franchise of Deutsche Bank.
In addition to the Leadership Team, Deutsche Bank intends to establish an
Integration Team with representatives from Numis and Deutsche Bank, led by
Deutsche Bank's investment banking Global COO and by Numis' COO. The
Integration Team will focus on harmonising policies, procedures and control
functions and optimising operations across the combined business.
As a result of the Transaction and in light of the strategic plans for the
combined Numis and Deutsche Bank franchises, in addition to natural attrition
there may be headcount reductions which are not expected to be material. The
Leadership and Integration Teams will collectively determine the need for, and
focus of, any such headcount reductions, subject to any required consultation
with employees and/or their representatives. The combined business's headcount
and resources will be well positioned to meet the demands and expectations of
the expanding client-base.
Following completion of the Transaction, it is proposed that Numis employees
will be offered employment terms with Deutsche Bank (which will recognise
their continuous service with Numis for all purposes except for Deutsche
Bank's pension scheme offering, as further explained below), providing them
with access to Deutsche Bank's broad range of employee benefits. Where
appropriate, fixed pay of Numis employees will be reviewed in-line with the
applicability of bonus caps under Deutsche Bank's compensation framework.
Save as set out above, Deutsche Bank does not expect any material change in
the balance of skills and functions of employees and management of the
combined business.
Deutsche Bank values the importance of effective governance and independent
oversight and will, therefore, in the period between the date of this
announcement and completion of the Transaction, explore the potential benefit
of continuing to engage certain of Numis' current Non-executive Directors
following completion of the Transaction. It is intended that, with effect from
the Effective Date, all other Non-executive Directors of the Numis Board shall
resign from their office as a director of Numis.
Deutsche Bank confirms that, following completion of the Transaction, the
existing contractual and statutory employment rights of all management and
employees of Numis and its subsidiaries will be fully safeguarded in
accordance with applicable law.
Incentivisation and retention arrangements
Deutsche Bank greatly values the skills and experience of the existing
management and employees of Numis who have built up strong client and internal
relationships over many years.
As Numis transitions to Deutsche Bank's financial year and compensation cycle
period ending 31 December and in addition to the bonus arrangements in respect
of Numis' 2023 financial year as set out in the Co-operation Agreement (see
summary in section 11), Deutsche Bank and Numis intend to commit to a
transition bonus pool as set out in the Co-operation Agreement for the three
months ending 31 December 2023 equating to 25 per cent. of the Numis bonus
pool for the year ending 30 September 2023, with such transition bonuses being
communicated and awarded in or around March 2024, subject to an employee's
continued employment.
Deutsche Bank has not entered into, and has not had discussions on proposals
to enter into, any form of incentivisation arrangement with any member of
Numis' management team and does not intend that any such discussions will take
place before completion of the Transaction.
Locations of business, fixed assets and headquarters
Other than as stated above in respect of Numis' US and Irish businesses,
Deutsche Bank has no plans to change materially the locations of business or
to redeploy the fixed assets of Numis. Deutsche Bank's UK headquarters will be
moving to a new building at Moorfields starting towards the end of 2023.
Numis' current headquarters are located at Gresham Street. Deutsche Bank
intends to maintain Numis' Gresham Street location and, initially and as soon
as practical after closing of the Transaction, co-locate Deutsche Bank's UKI
corporate finance team with Numis. As the integration of the two businesses
progresses, Deutsche Bank may decide to co-locate individual teams of the
combined business either in Moorfields or Gresham Street according to the
needs of the respective businesses and teams.
Research and development
Numis does not currently have a research and development function and Deutsche
Bank has no plans in this regard except for equity research which is an
integral part of Numis' franchise (as set out above in the strategic plans for
Numis).
Maintenance of existing trading facilities
Numis shares trade on the London Stock Exchange. Prior to the Scheme becoming
Effective, it is intended that application will be made to the London Stock
Exchange for the cancellation of the admission to trading of Numis Shares on
AIM, with effect from or shortly following the Effective Date, and to
re-register Numis as a private company. Trading in Numis shares is expected to
be suspended on or shortly before the Effective Date.
Pensions
Numis does not operate any defined benefit pension schemes. Numis currently
operates a defined contribution pension scheme, to which Numis contributes 7
per cent. of an employee's basic salary and the employee is required to
contribute a minimum of 2.5 per cent. As part of the Deutsche Bank employment
contracts to be offered to UK Numis employees, the relevant Deutsche Bank
entity will contribute to a defined contribution pension scheme on their
behalf, at a rate of 10 per cent. of an employee's basic salary, subject to
Deutsche Bank's 'company earnings cap' from time to time, with no requirement
for the employee to make any contributions.
Deutsche Bank confirms that, following completion of the Transaction, it will
comply with all applicable laws in connection with the provision of retirement
benefits.
Post-offer undertakings
No statements in this section 6 constitute post-offer undertakings for the
purposes of Rule 19.5 of the Code.
7. Recommendation
The Numis Directors, who have been so advised by Fenchurch as to the financial
terms of the Transaction, consider the terms of the Transaction to be fair and
reasonable. In providing its advice to the Numis Directors, Fenchurch has
taken into account the commercial assessments of the Numis Directors.
Fenchurch is providing independent financial advice to the Numis Directors
for the purposes of Rule 3 of the Code.
Accordingly, the Numis Directors intend unanimously to recommend that Numis
Shareholders vote in favour of the resolutions relating to the Transaction at
the Meetings (or in the event that the Transaction is implemented by way of an
Offer, to accept or procure acceptance of such Offer) as the Numis Directors
have irrevocably undertaken to do in respect of their entire beneficial
holdings, amounting to 4,795,099 Numis Shares in aggregate representing
approximately 4.4 per cent. of Numis' issued share capital on 27 April 2023
(being the last Business Day before this announcement).
8. Background to and reasons for the recommendation
The Numis Directors believe that this Transaction represents a unique
opportunity to accelerate Numis' strategy and deliver an even stronger and
more compelling investment banking proposition for its clients and its people.
Over more than 30 years, Numis has successfully scaled its UK business to
establish a leading UK investment banking franchise supported by one of the
strongest UK equities platforms in the London market. More recently, since
2016, Numis has been on a journey to grow and diversify its business by both
product and geography to move beyond its historical core focus on UK capital
markets. This expansion not only enables Numis to serve its clients more
holistically, but also to create a more diversified business model better
protected against market volatility. This has been demonstrated over the
past 12 months with growth in advisory revenues helping to offset declining
capital markets revenues during a period of historically low ECM activity.
The Numis Directors remain confident that the ongoing execution of Numis'
strategy would continue to deliver growth and further diversification of its
business. However, the Numis Directors believe the Transaction helps to
accelerate Numis' diversification strategy with the support and backing of a
large global banking institution for which Numis' people, clients and
capabilities are highly complementary. More specifically, the Transaction
will deliver clear strategic benefits to Numis' internal and external
stakeholders.
Within investment banking, it will strengthen Numis' ECM franchise:
· it builds on Numis' established market share in UK ECM, with the
combined group ranking third by value of total equity issuance transactions in
the UK market with more than 8 per cent. market share 2 (#_ftn2) ;
· it will enable Numis to secure more senior roles in larger
domestic and international ECM transactions (in particular Joint Global
Coordinator roles), including winning an increasing proportion of larger
domestic and international sponsor-backed IPOs, leading to greater ECM market
share and an increase in average deal fees; and
· it will give Numis significantly enhanced underwriting capability
and capacity on equity raises given the strength and scale of the Deutsche
Bank balance sheet.
It will support the continued growth of Numis' advisory business:
· combining Numis' strong corporate broking relationships and depth
of advisory talent with Deutsche Bank's complementary sector expertise and
dedicated M&A execution capability will help to secure a greater share of
M&A fees with more prominent roles in clients' M&A activities; and
· Deutsche Bank's advisory capabilities in Europe, Asia and the US
will support more cross-border M&A, which is especially important to
Numis' growing FTSE 100 franchise.
The Transaction will also enable Numis to offer its corporate broking clients
access to Deutsche Bank's broader capabilities including debt capital markets
and leveraged financing solutions, as well as corporate lending, thereby
increasing the fee wallet penetration of Numis' corporate broking client base
over time.
The growth of Numis' GCS and broader private markets franchise can also be
accelerated, with Deutsche Bank committing resource and capital to support its
continued expansion and success. Deutsche Bank will invest behind Numis'
global private markets ambition as a key diversification and growth
opportunity, leveraging Deutsche Bank's existing sector knowledge and global
footprint.
For Numis' Equities business, it is strategically attractive with limited
overlaps with Deutsche Bank's existing capabilities. Within equity research,
Deutsche Bank's existing pan-European stock coverage is highly complementary
with a number of sector specialisms that will be additive to Numis' current
offering for its institutional clients. The combined platform will encompass
extensive coverage across UK and Continental European equities, fixed income
and macroeconomic research, which will improve the offering for Numis' sales
team to the benefit of their institutional clients. Numis' trading and
sales-trading offering, focused on agency execution in UK equities, will be
largely unchanged by the Transaction, with the potential to benefit from the
broader institutional relationships that exist within Deutsche Bank. Numis'
leadership team will have central roles in shaping the development of the
combined Equities franchise within Deutsche Bank.
For Numis' people, this is also a compelling transaction:
· Numis' employees will have key positions in the combined UK
franchise to continue to drive growth alongside Deutsche Bank;
· Numis' people will also benefit from additional Deutsche Bank
resource to serve their clients, reflecting the scale and breadth of the
Deutsche Bank group, including from its corporate and private banking
propositions; and
· There will be more international and diverse career opportunities
for Numis' people as part of a larger global institution.
All of this is expected to be highly beneficial for Numis' corporate clients,
who will benefit from access to a broader and more comprehensive proposition,
without losing the entrepreneurial and independent spirit that has
characterised Numis' success to date.
Additionally, the Numis Directors believe that the Transaction provides Numis
Shareholders with a compelling value proposition. At 350 pence for each
Numis Share, the Transaction represents a highly attractive premium of 72 per
cent. to the Closing Price of 204 pence per Numis Share on 27 April 2023
(being the last Business Day before this announcement). Being satisfied in
cash, the Numis Directors also recognise that the Transaction provides Numis
Shareholders with an immediate and certain value that would otherwise be
realised over time and subject to inherent risks, including an uncertain
macroeconomic and market environment.
Having taken into account all of the above and the interests of all other
relevant stakeholders, including Numis' shareholders, colleagues and clients,
the Numis Directors intend unanimously to recommend that Numis Shareholders
vote in favour of the Scheme (or in the event that the Transaction is
implemented by way of an Offer, to accept or procure acceptance of such
Offer).
9. Share Schemes
Participants in any Numis Share Schemes will be contacted regarding the effect
of the Transaction on their rights under these schemes and provided with
further details concerning the proposals which will be made to them in due
course. Details of the proposals will be set out in separate letters to be
sent to any participants in the Numis Share Schemes.
Details of the impact of the Scheme on each of the Numis Share Schemes will be
set out in the Scheme Document.
10. Financing of the Transaction
Deutsche Bank will finance the Cash Consideration payable to Numis
Shareholders from existing cash resources. Lazard, in its capacity as
financial adviser to Deutsche Bank, is satisfied that sufficient resources are
available to Deutsche Bank to satisfy in full the Cash Consideration payable
pursuant to the Transaction.
11. Offer-related arrangements
Confidentiality Agreement
Deutsche Bank and Numis entered into a confidentiality agreement dated 17
March 2023 (the "Confidentiality Agreement") pursuant to which each party has
undertaken to: (i) keep confidential information relating to, inter alia, the
Transaction and the other party confidential and not to disclose it to third
parties (other than to certain permitted parties) unless required by law or
regulation; and (ii) use the confidential information only in connection with
the Transaction, unless required by law or regulation. Deutsche Bank has
also agreed to customary non-solicitation obligations and, along with its
concert parties, certain standstill undertakings, all of which ceased to apply
upon the release of this announcement.
These confidentiality obligations shall remain in force for a period of two
years from the date of the Confidentiality Agreement or until completion of
the Transaction, whichever is earlier.
Co-operation Agreement
Deutsche Bank and Numis have entered into a Co-operation Agreement dated 28
April 2023 (the "Co-operation Agreement"), pursuant to which, amongst other
things: (i) Numis and Deutsche Bank have agreed to co-operate for the purposes
of obtaining certain regulatory clearances and satisfying the Conditions; (ii)
Deutsche Bank has agreed to provide Numis with certain information for the
purposes of the Scheme Document and to otherwise assist with the preparation
of the Scheme Document; (iii) Deutsche Bank has agreed to certain provisions
if the Scheme should switch to an Offer; and (iv) each of Numis and Deutsche
Bank has agreed certain arrangements in relation to employees and the Numis
Share Schemes.
The Co-operation Agreement will terminate: (i) if the parties agree in writing
prior to the Effective Date that it shall be terminated; or otherwise if (ii):
(a) (at Deutsche Bank's election) the Numis Directors withdraw their
recommendation of the Transaction; (b) (at either party's election) any
Condition is invoked by Deutsche Bank (with the permission of the Panel); (c)
(at either party's election) the Transaction is withdrawn or lapses; (d) (at
either party's election) the Scheme is not approved at the Court Meeting
and/or the relevant Numis resolution(s) are not approved at the Numis General
Meeting; (e) (at either party's election) the Effective Date has not occurred
by the Long Stop Date; (f) (at either party's election) a competing proposal
completes, becomes effective or is declared unconditional in all respects and
(g) the Effective Date occurs.
12. Scheme of Arrangement and Conditions
It is intended that the Transaction will be effected by means of a
court-sanctioned scheme of arrangement between Numis and the Scheme
Shareholders under Part 26 of the Companies Act 2006. The purpose of the
Scheme is to provide for Deutsche Bank to become owner of the entire issued
and to be issued share capital of Numis.
Under the Scheme, the Transaction is to be achieved by the transfer of the
Scheme Shares held by Scheme Shareholders to Deutsche Bank in consideration
for which Scheme Shareholders will receive the Cash Consideration on the basis
set out in section 1 of this announcement.
The Scheme shall only become effective if, among other things, the following
events occur on or before the Long Stop Date or such later date as may be
agreed by Deutsche Bank and Numis (with the Panel's consent and as the Court
may approve (if such approval(s) are required)):
· the approval of the Scheme by a majority in number of the Scheme
Shareholders present and voting (and entitled to vote) at the Court Meeting,
either in person or by proxy, representing not less than 75 per cent. of the
Scheme Shares held by such Scheme Shareholders;
· the passing of a special resolution at the Numis General Meeting,
requiring the approval of Numis Shareholders representing at least 75 per
cent. of the votes cast at the Numis General Meeting (either in person or by
proxy);
· the receipt of certain regulatory clearances and approvals;
· the approval of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Deutsche Bank and Numis); and
· the delivery of a copy of the Scheme Court Order to the Registrar
of Companies.
Upon the Scheme becoming effective, it will be binding on all Numis
Shareholders, irrespective of whether or not they attended or voted at the
Meetings. The Cash Consideration will be despatched by Deutsche Bank to
Scheme Shareholders no later than 14 days after the Effective Date.
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting, the Numis General Meeting and the expected
timetable. The Scheme Document will specify the action to be taken by Scheme
Shareholders. The circular including the Scheme Document and notices of the
Meetings will be sent to Numis Shareholders as soon as reasonably practicable.
The Scheme will be governed by English law. The Scheme will be subject to
the applicable requirements of the Code, the Panel, the London Stock Exchange,
AIM and the FCA. The bases and sources of certain information contained in
this announcement are set out in Appendix 2. Certain terms used in this
announcement are defined in Appendix 4.
The Transaction will be subject to the Conditions and further terms and
conditions referred to in Appendix 1 to this announcement and to be set out in
the Scheme Document.
Deutsche Bank considers the US Regulatory Condition to be of material
significance to it in the context of the Transaction. Under the terms of the
Co-operation Agreement, Numis has undertaken to keep Deutsche Bank informed of
developments that are material, or reasonably likely to be material, to
determining the satisfaction of the US Regulatory Condition and to provide
Deutsche Bank with all such other information that Deutsche Bank may
reasonably require in connection with determining the satisfaction of the US
Regulatory Condition.
If the US Regulatory Condition is not satisfied, Deutsche Bank would be in
breach of applicable US law and regulations, which carries potential
regulatory, civil and criminal law consequences. Accordingly, Deutsche Bank
may seek to invoke the US Regulatory Condition if the condition is not
satisfied in accordance with its terms as at the relevant date.
13. Irrevocable Undertakings
Deutsche Bank has received irrevocable undertakings to vote in favour of the Scheme and any resolutions to approve, or that are otherwise required to implement, the Scheme or the Transaction (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of a total of 29,873,585 of Numis Shares, representing in aggregate approximately 27.2 per cent. of Numis' issued share capital, further details of which are set out below. See Appendix 3 for a breakdown of these irrevocable undertakings.
The Numis Directors have irrevocably undertaken to vote in favour of the
Scheme and any resolutions to approve, or that are otherwise required to
implement, the Scheme or the Transaction (or in the event that the Transaction
is implemented by way of an Offer, to accept or procure acceptance of such
Offer), in respect of their own beneficial holdings, totalling 4,795,099 Numis
Shares in aggregate and representing approximately 4.4 per cent. of Numis'
issued share capital. These irrevocable undertakings shall lapse and cease to
be binding if: (i) the Scheme Document or Offer Document (as the case may be)
is not despatched to Numis Shareholders within 28 days (or such longer period
as may be permitted by the Panel) of this announcement; or (ii) on the earlier
of: (a) the Long Stop Date; or (b) the date on which the Transaction (whether
implemented by way of a Scheme or an Offer) is withdrawn or lapses in
accordance with its terms (other than in circumstances where the Transaction
is withdrawn or lapses as a result of Deutsche Bank exercising its right to
implement the Transaction by way of an Offer in accordance with the Code
rather than by way of a Scheme or vice versa).
Deutsche Bank has also received an irrevocable undertaking from Aktieselskabet
af 1.3.2017 to vote in favour of the Scheme in respect of its entire
beneficial holding of Numis Shares, totalling 25,078,486 Numis Shares in
aggregate and representing approximately 22.8 per cent. of Numis' issued share
capital. This irrevocable undertaking shall lapse and cease to be binding if:
(i) the Scheme Document or Offer Document (as the case may be) is not
despatched to Numis Shareholders within 28 days (or such longer period as
Deutsche Bank, with the consent of the Panel, determines) of this
announcement; or (ii) on the earlier of: (a) the Long Stop Date; or (b) the
date on which the Transaction (whether implemented by way of a Scheme or an
Offer) is withdrawn or lapses in accordance with its terms (other than in
circumstances where the Transaction is withdrawn or lapses as a result of
Deutsche Bank exercising its right to implement the Transaction by way of an
Offer in accordance with the Code rather than by way of a Scheme or vice
versa).
14. Disclosure of Interests
Except for the irrevocable commitments referred to in section 13 above, as at
the close of business on 27 April 2023 (being the last practicable date prior
to the date of this announcement), neither Deutsche Bank, nor any members of
its Management Board, nor, so far as Deutsche Bank is aware, any person acting
in concert (within the meaning of the Code) with Deutsche Bank has:
· any interest in, or right to subscribe for, any Numis Shares;
· any short position in Numis Shares, including any short position
under a derivative, any agreement to sell, any delivery obligation or right to
require another person to purchase or take delivery of Numis Shares;
· any dealing arrangement of the kind referred to in Note 11 on the
definition of acting in concert in the Code, in relation to Numis Shares or in
relation to any securities convertible or exchangeable into Numis Shares; nor
· borrowed or lent any Numis Shares or entered into any financial
collateral arrangements relating to Numis Shares.
It has not been possible, by the date of this announcement, to ascertain the
interests in Numis Shares (if any) of all of Deutsche Bank's concert parties.
Further enquiries will be completed prior to publication of Deutsche Bank's
Opening Position Disclosure. If such enquiries reveal any such interests, they
will be included in the Opening Position Disclosure.
15. Delisting and re-registration
The last day of dealings in, and registration of transfers of, Numis Shares on
AIM is expected to be the Business Day immediately after the Scheme Court
Hearing.
Prior to the Scheme becoming effective, it is intended that an application
will be made to the London Stock Exchange to cancel trading in Numis Shares on
AIM, with effect from or shortly following the Effective Date.
On the Effective Date, entitlements held within the CREST system to Numis
Shares will be cancelled and share certificates in respect of Numis Shares
will cease to be valid.
Following the Effective Date, it is intended that Numis will be re-registered
as a private limited company.
16. Numis' issued share capital
In accordance with Rule 2.9 of the Code, Numis confirms that as at close of
business on 27 April 2023 (being the last Business Day before the date of this
announcement) its issued share capital (excluding shares held in treasury)
comprised 110,003,459 ordinary shares of 5 pence each which are admitted to
trading on AIM and carry voting rights of one vote per share. Numis'
International Securities Identification Number (ISIN) is GB00B05M6465. Numis
holds 4,363,989 ordinary shares in treasury.
17. Documents available on website
Copies of the following documents will be made available on Deutsche Bank's
and Numis' websites at https://investor-relations.db.com and
https://www.numis.com/investors respectively until the end of the offer:
· this announcement;
· the irrevocable commitments listed in Appendix 3;
· the Confidentiality Agreement and Co-operation Agreement, each
referred to in section 11 above; and
· the consent letters from each of Lazard, Deutsche Bank AG, London
Branch and Fenchurch as referred to in section 18 below.
The contents of the websites referred to in this announcement are not
incorporated into and do not form part of this announcement.
18. General
Deutsche Bank reserves the right to elect, with the consent of the Panel
(where necessary) and subject to the terms of the Co-operation Agreement, to
implement the Transaction by way of an Offer for the entire issued and to be
issued share capital of Numis not already held by Deutsche Bank as an
alternative to the Scheme.
If the Transaction is effected by way of an Offer and such Offer becomes or is
declared unconditional in all respects and sufficient acceptances are received
Deutsche Bank intends to: (i) request the London Stock Exchange cancel trading
in Numis Shares on AIM; and (ii) exercise its rights to apply the provisions
of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the
remaining Numis Shares in respect of which the Offer has not been accepted.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the courts of England and Wales. The Scheme will be subject to
the applicable requirements of the Code, the Panel, the London Stock Exchange,
AIM and the FCA.
Each of Lazard, Deutsche Bank AG, London Branch and Fenchurch has given and
not withdrawn its consent to the inclusion in this announcement of references
to its name in the form and context in which it appears.
19. Enquiries:
Deutsche Bank
+49
80 0910 8000
Ioana Patriniche - Head of Investor Relations
Silke-Nicole Szypa
Deutsche Bank AG, London Branch (Financial Adviser to Deutsche Bank)
+44 20 7545 8000
Daniel Ross
Derek Shakespeare
Oliver Ives
Nicholas Hunt
Lazard (Financial Adviser to Deutsche Bank)
+44 20 7187 2000
Cyrus Kapadia
Nicholas Millar
Stephen Dibsdale
FGS Global (PR Adviser to Deutsche Bank)
+44 20 7251 3801
James Murgatroyd
Rory King
Numis (Communications)
+44 20 7260 1000
Noreen Biddle Shah
Fenchurch Advisory Partners (Financial Adviser to Numis)
+44 20 7382 2222
Kunal Gandhi
Rob Williams
Richard Locke
Grant Thornton UK LLP (Nominated Adviser to
Numis)
+44 20 7383 5100
Philip
Secrett
Harrison
Clarke
FTI Consulting (PR Adviser to
Numis)
+44 20 3727 1000
Edward
Bridges
Daisy
Hall
Ambrose
Fullalove
Slaughter and May is acting as legal adviser, Cleary Gottlieb Steen &
Hamilton LLP is acting as US regulatory legal adviser and Arthur Cox LLP is
acting as Irish regulatory legal adviser to Deutsche Bank.
Travers Smith LLP is acting as legal adviser, Latham & Watkins LLP is
acting as remuneration regulatory legal adviser and Holland & Knight LLP
is acting as US regulatory legal adviser to Numis.
Inside Information
The information contained within this announcement is considered by Numis to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No.596/2014, which is part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018. Upon the publication of this announcement via a
Regulatory Information Service, this inside information will be considered to
be in the public domain.
The person responsible for arranging the release of this announcement on
behalf of Numis is Andrew Holloway, Chief Financial Officer.
Further information
This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Transaction or
otherwise, nor shall there be any sale, issuance or transfer of securities of
Numis in any jurisdiction in contravention of applicable law. The
Transaction will be made solely pursuant to the terms of the Scheme Document
(or, if the Transaction is implemented by way of an Offer, the Offer
Document), which, together with any related forms of proxy, will contain the
full terms and conditions of the Transaction, including details of how to vote
in respect of the Transaction. Any decision in respect of, or other response
to, the Transaction should be made only on the basis of the information
contained in the Scheme Document (or, if the Transaction is implemented by way
of an Offer, the Offer Document).
Numis and Deutsche Bank will prepare the Scheme Document to be distributed to
Numis Shareholders. Numis and Deutsche Bank urge Numis Shareholders to read
the Scheme Document (or, if the Transaction is implemented by way of an Offer,
the Offer Document) in full when it becomes available because it will contain
important information relating to the Transaction.
This announcement does not constitute a prospectus or prospectus equivalent
document.
Disclaimers
Deutsche Bank AG is a joint stock corporation incorporated with limited
liability in the Federal Republic of Germany, with its head office in
Frankfurt am Main where it is registered in the Commercial Register of the
District Court under number HRB 30 000. Deutsche Bank AG is authorised under
German banking law. The London branch of Deutsche Bank AG is registered in the
register of companies for England and Wales (registration number BR000005)
with its registered address and principal place of business at Winchester
House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is
authorised and regulated by the European Central Bank and the German Federal
Financial Supervisory Authority (BaFin). With respect to activities undertaken
in the United Kingdom, Deutsche Bank AG is authorised by the Prudential
Regulation Authority. It is subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority.
Details about the extent of Deutsche Bank AG's authorisation and regulation by
the Prudential Regulation Authority are available from Deutsche Bank AG on
request.
Deutsche Bank AG, London Branch is acting as financial adviser to Deutsche
Bank and no-one else in connection with the matters described in this
announcement and will not be responsible to anyone other than Deutsche Bank
for providing the protections afforded to clients of Deutsche Bank AG, London
Branch nor for providing advice in connection with the subject matter of this
announcement or any other matter referred to in this announcement.
Lazard & Co., Limited, which is authorised and regulated in the UK by the
Financial Conduct Authority, is acting exclusively as financial adviser to
Deutsche Bank and no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than Deutsche Bank
for providing the protections afforded to clients of Lazard nor for providing
advice in relation to the matters set out in this announcement. Neither
Lazard nor any of its affiliates (nor their respective directors, officers,
employees or agents) 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 Lazard in
connection with this announcement, any statement contained herein or
otherwise.
Fenchurch Advisory Partners LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively for
Numis and no-one else in connection with the Transaction described in this
announcement and accordingly will not be responsible to anyone other than
Numis for providing the protections afforded to its clients nor for providing
advice in relation to the matters described in this announcement.
Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for Numis and no-one
else in connection with the Transaction described in this announcement and
accordingly will not be responsible to anyone other than Numis for providing
the protections afforded to its clients nor for providing advice in relation
to the matters described in this announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe any applicable requirements. In particular,
the ability of persons who are not resident in the UK to vote their Numis
Shares with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another to vote at the Court Meeting on
their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located. This announcement has been prepared for the purpose
of complying with English law, the AIM Rules and the Code and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside the UK.
Copies of this announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. If the Transaction is
implemented by way of an Offer (unless otherwise permitted by applicable law
and regulation), the Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
The Transaction shall be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange and the AIM Rules and other applicable
law and regulation.
Notice to US investors in Numis
The Transaction relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law.
A transaction effected by means of a scheme of arrangement is not subject to
the tender offer rules or the proxy solicitation rules under the US Exchange
Act of 1934. Accordingly, the Transaction and the Scheme will be subject to
the disclosure requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules. If, in the future, Deutsche Bank
exercises the right to implement the Transaction by way of an Offer and
determines to extend the Offer into the United States, the Transaction will be
made in compliance with applicable United States laws and regulations.
Financial information included in this announcement and the Scheme
documentation has been or will have been prepared in accordance with
accounting standards applicable in the UK that may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States.
The receipt of cash pursuant to the Transaction by a US holder of Numis Shares
as consideration for the transfer of its Scheme Shares pursuant to the Scheme
may be a taxable transaction for United States federal income tax purposes and
under applicable United States state and local, as well as foreign and other,
tax laws. Each Numis Shareholder is urged to consult with independent
professional advisers immediately regarding the tax consequences of the
Transaction applicable to it.
It may be difficult for US holders of Numis Shares to enforce their rights and
any claim arising out of the US federal laws, since Deutsche Bank and Numis
are located in non-US jurisdictions, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Numis
Shares may not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
Cautionary Note Regarding Forward-Looking Statements
This announcement (including information incorporated by reference into this
announcement) may contain certain forward-looking statements with respect to
the financial condition, strategies, objectives, results of operations and
businesses of Deutsche Bank and its subsidiaries and subsidiary undertakings
(together the "Deutsche Bank Group") and Numis and its subsidiaries and
subsidiary undertakings (together the "Numis Group").
All statements other than statements of historical fact are, or may be deemed
to be, forward-looking statements. Forward-looking statements are statements
of future expectations that are based on management's current expectations and
assumptions and involve known and unknown risks and uncertainties that could
cause actual results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of Deutsche
Bank and the Deutsche Bank Group to market risks, statements as to accretion
and statements expressing management's expectations, beliefs, estimates,
forecasts, projections and assumptions, including as to future potential cost
savings, synergies, earnings, cash flow, return on capital employed,
production and prospects. These forward-looking statements are identified by
their use of terms and phrases such as "aims", "anticipate", "believe",
"could", "estimate", "expect", "goals", "hopes", "intend", "may",
"objectives", "outlook", "plan", "probably", "project", "risks", "seek",
"should", "target", "will", "would" and similar terms and phrases.
By their very nature, forward-looking statements involve risks and
uncertainties. There are a number of factors that could affect the future
operations of Deutsche Bank and the Deutsche Bank Group and Numis and the
Numis Group and could cause those results to differ materially from those
expressed in the forward-looking statements included in this announcement.
Such factors include the conditions in the financial markets in Germany, in
Europe, in the United States and elsewhere from which the Deutsche Bank Group
and the Numis Group derives a substantial portion of its revenues and in which
the Deutsche Bank Group and the Numis Group holds a substantial portion of its
assets, the development of asset prices and market volatility, potential
defaults of borrowers or trading counterparties, the implementation of
Deutsche Bank's and/or Numis' strategic initiatives, the reliability of
Deutsche Bank's risk management policies, procedures and methods, and other
risks referenced in Deutsche Bank's filings with the U.S. Securities and
Exchange Commission. Such factors are described in detail in Deutsche Bank's
SEC Form 20-F of 17 March 2023 under the heading "Risk Factors" (available at
http://www.db.com/ir). These factors also should be considered by the
reader.
Dealing and Opening Position Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent.
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 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 per cent. 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 p.m. (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.thetakeoverpanel.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 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 and requesting hard copies
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on https://investor-relations.db.com and
https://www.numis.com/investors by no later than 12 noon (London time) on the
business day 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.
In accordance with Rule 30.3 of the Code, Numis Shareholders, persons with
information rights and participants in the Numis Share Schemes may request a
hard copy of this announcement by contacting Computershare Investor Services
PLC, during business hours (8.30am to 5.30pm) on +44 (0)370 707 1203 or by
submitting a request in writing to Computershare Investor Services PLC at The
Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. If you have received this
announcement in electronic form or via a website notification, a hard copy of
this announcement and any document or information incorporated by reference
into this document will not be provided unless such a request is made. In
accordance with Rule 30.3 of the Code, you may also request that all future
documents, announcements and information to be sent to you in relation to the
Transaction should be in hard copy form.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share for Numis or Deutsche Bank, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for Numis or
Deutsche Bank, as appropriate.
Electronic communications
Please be aware that addresses, electronic addresses and certain information
provided by Numis Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Numis may be provided
to Deutsche Bank during the offer period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this announcement may have been subjected to
rounding adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures that
precede them.
General
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 if you are resident in the UK or, if not, from another
appropriate authorised independent financial adviser.
Appendix 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE TRANSACTION
Part A
Conditions to the Scheme and the Transaction
Long Stop Date
1. The Transaction will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Code, by no later than 11:59 p.m. on the Long Stop Date.
Scheme approval
2. The Scheme will be conditional upon:
(A) its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Deutsche Bank and Numis may agree and the Court may allow);
(B) all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Deutsche Bank and Numis may agree and the Court may allow); and
(C) the sanction of the Scheme with or without modification (but subject to any such modification being on terms acceptable to Deutsche Bank and Numis) by the Court on or before the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as Deutsche Bank and Numis may agree and the Court may allow) and the delivery of a copy of the Scheme Court Order to the Registrar of Companies.
Other Conditions
3. In addition, subject as stated in Parts B, C and D below and to the requirements of the Panel and the Code, Deutsche Bank and Numis have agreed that the Transaction will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:
UK CMA clearance
(A) one of the following having occurred:
I. the CMA having indicated in a response to a briefing paper that it has no further questions at that stage in relation to the Transaction; and as at the date on which all other Conditions are satisfied or waived, the CMA has not:
(a) requested submission of a merger notice;
(b) given notice to either party that it is commencing a Phase I investigation; indicated that the statutory review period in which the CMA has to decide whether to make a reference under section 34ZA Enterprise Act 2002 has begun; nor
(c) requested documents, information or attendance by witnesses (including under section 109 of the Enterprise Act 2002) which may indicate that it intends to commence the aforementioned statutory review period in respect of the Transaction;
II. where the CMA has commenced an investigation following the submission of a merger notice or a briefing paper, the CMA:
(a) in accordance with section 33(1) of the Enterprise Act 2002, announcing that it has decided not to refer the Transaction to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a "Referral"); or
(b) in accordance with section 73(2) of the Enterprise Act 2002, formally accepting undertakings in lieu of a Referral offered by Deutsche Bank, or a modified version of them;
United Kingdom
(B) in respect of Deutsche Bank and each other member of the Deutsche Bank Group who would by virtue of the Transaction acquire control and thereby become a controller over Numis Securities Limited, the FCA, upon receipt of a notification under section 178 FSMA:
I. having given notice for the purposes of section 189(4)(a) FSMA that it has determined to approve such acquisition of control unconditionally;
II. having given notice for the purposes of section 189(7) FSMA that it has determined to approve such acquisition of control subject to conditions that are satisfactory to Deutsche Bank acting reasonably; or
III. being treated, by virtue of section 189(6) FSMA, as having approved such acquisition of control,
where references to FSMA are to be read, where applicable, in accordance the Financial Services and Markets Act 2000 (Controllers) (Exemptions) Order 2009 and where references to "controller" are to be read in accordance with section 422 FSMA and references to "control" shall be construed accordingly;
Republic of Ireland
(C) the Central Bank of Ireland having confirmed, following a notification in accordance with, and such confirmation being pursuant to, Chapter 2 of Part 3 of the Irish European Union (Markets in Financial Instruments) Regulations 2017, that it does not object to the indirect acquisition of a qualifying holding in Numis Europe Limited by Deutsche Bank and any other member of the Deutsche Bank Group who would by virtue of the Transaction acquire a direct or indirect qualifying holding in Numis Europe Limited, or the assessment period referred to in the Irish European Union (Markets in Financial Instruments) Regulations 2017 having elapsed without the Central Bank of Ireland having objected to any such acquisition;
United States
(D) in the event that the Transaction is deemed a change in ownership or control pursuant to FINRA Rule 1017(a), Numis Securities Inc., having submitted an application to FINRA in connection with such change in ownership or control as required by FINRA Rule 1017 and:
I. such application:
(a) shall have been approved by FINRA in writing to Numis Securities Inc.; or
(b) if FINRA shall not have granted such approval:
(i) such application shall have been on file with FINRA for at least
45 days;
(ii) FINRA shall have indicated that the application is substantially
complete;
(iii) FINRA shall not have rendered a decision denying the application;
and
(iv) no FINRA interim restrictions shall be in place on Numis Securities
Inc. or any member of the Wider Deutsche Bank Group; and/or
II. in the event that the Transaction would require an application pursuant to FINRA Rule 1017(a) by Deutsche Bank Securities Inc. in addition to Numis Securities Inc., Deutsche Bank Securities Inc. shall also have submitted an application pursuant to FINRA Rule 1017, either separately or jointly with Numis Securities Inc., and each of Deutsche Bank Securities Inc. and Numis Securities Inc. shall have received written approval of the application(s) from FINRA;
(E) as at the date of the Scheme Court Hearing, no member of the Wider Numis Group is engaging in, or is subject to a legal obligation or has otherwise taken any step or action that would result in any member of the Wider Numis Group thereafter engaging in, any conduct or activities within the US other than conduct or activities of the type contained in section 211.23(f)(3) of Regulation K issued by the Federal Reserve Board;
Notifications, waiting periods and authorisations
(F) other than in relation to the matters referred to in Conditions 3(A) to (E):
I. all material notifications, filings or applications which are necessary in connection with the Transaction having been made;
II. all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate);
III. all statutory and regulatory obligations in any material jurisdiction having been complied with in each case in respect of the Transaction;
IV. all authorisations deemed reasonably necessary in any jurisdiction by Deutsche Bank for or in respect of the Transaction and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Numis or any other member of the Wider Numis Group by any member of the Wider Deutsche Bank Group having been obtained in terms and in a form reasonably satisfactory to Deutsche Bank (acting reasonably in consultation with Numis) from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Numis Group or the Wider Deutsche Bank Group has entered into contractual arrangements;
V. all such authorisations necessary or appropriate to carry on the business of any member of the Wider Numis Group in any jurisdiction having been obtained; and
VI. all such authorisations referred to in Conditions 3(F)(I) and (V) remaining in full force and effect at the time at which the Transaction becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such authorisations in each case in any way that would be materially adverse in the context of the Wider Numis Group taken as a whole;
General antitrust and regulatory
(G) other than in relation to the matters referred to in Conditions 3(A) to (E), no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which, in each case, would or might reasonably be expected to, in any case to an extent or in a manner which is or would be materially adverse in the context of the Wider Numis Group taken as a whole:
I. require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Deutsche Bank Group or by any member of the Wider Numis Group of all or any material part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);
II. except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require any member of the Wider Deutsche Bank Group or the Wider Numis Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Numis Group or any asset owned by any Third Party (other than in the implementation of the Transaction);
III. impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Deutsche Bank Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Numis or on the ability of any member of the Wider Numis Group or any member of the Wider Deutsche Bank Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Numis Group;
IV. otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider Numis Group;
V. result in any member of the Wider Numis Group ceasing to be able to carry on business under any name under which it presently carries on business;
VI. make the Transaction, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Numis by any member of the Wider Deutsche Bank Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Transaction or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Numis by any member of the Wider Deutsche Bank Group;
VII. require, prevent or materially delay a divestiture by any member of the Wider Deutsche Bank Group of any shares or other securities (or the equivalent) in any member of the Wider Numis Group; or
VIII. impose any material limitation on the ability of any member of the Wider Deutsche Bank Group or any member of the Wider Numis Group to conduct, integrate or coordinate all or any part of its business with all or any part of the business of any other member of the Wider Deutsche Bank Group and/or the Wider Numis Group,
and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Transaction or the acquisition or proposed acquisition of any Numis Shares or otherwise intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
(H) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Numis Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Transaction or the proposed acquisition by any member of the Wider Deutsche Bank Group of any shares or other securities in Numis or because of a change in the control or management of Numis or otherwise, could or might reasonably be expected to result in (in each case to an extent which is material and adverse in the context of the Wider Numis Group as a whole, or in the context of the Transaction):
I. any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
II. any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;
III. any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;
IV. the creation, other than in the ordinary course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;
V. the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;
VI. the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;
VII. any such member ceasing to be able to carry on business under any name under which it presently does so; or
VIII. the creation of any liability, actual or contingent, by any such member other than trade creditors in the ordinary course of business,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Numis Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be reasonably likely to result in any of the events or circumstances as are referred to in sub-paragraphs I to VIII of this Condition;
Certain events occurring since 30 September 2022
(I) save as Disclosed and/or agreed in writing between Numis and Deutsche Bank, no member of the Wider Numis Group having, since 30 September 2022:
I. save as between Numis and wholly-owned subsidiaries of Numis or for Numis Shares issued pursuant to the exercise of options or vesting of awards granted under the Numis Share Schemes, issued, authorised or proposed the issue of additional shares of any class;
II. save as between Numis and wholly-owned subsidiaries of Numis, or for the grant of options or awards under the Numis Share Schemes, issued or agree to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or to acquire, any such shares or convertible securities;
III. other than the First Permitted Dividend and the Second Permitted Dividend and other than to another member of the Numis Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;
IV. save for intra-Numis Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, (i) other than in the ordinary course of business and (ii) which is material in the context of the Wider Numis Group taken as a whole;
V. save for intra-Numis Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider Numis Group taken as a whole;
VI. issued, authorised or proposed the issue of any debentures or (save for intra-Numis Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any guarantee or contingent liability which is material in the context of the Wider Numis Group taken as a whole;
VII. purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in subparagraph I above, made any other change to any part of its share capital, in each case, to the extent which is material in the context of the Wider Numis Group taken as a whole;
VIII. other than pursuant to the Transaction (and except for transactions between Numis and its wholly-owned subsidiaries or between wholly-owned subsidiaries of Numis which are not material in the context of the Wider Numis Group) implemented, authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement;
IX. entered into or changed the terms of any contract with any director or senior executive except for salary increases, bonuses or variations of terms in the ordinary course of business;
X. entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business and which is material or would reasonably likely to be material in the context of the Wider Numis Group taken as a whole;
XI. (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed, and in each such case, to the extent which is material in the context of the Wider Numis Group taken as a whole;
XII. entered into any contract, transaction or arrangement which is or could reasonably be expected to be restrictive on the business of any member of the Wider Numis Group other than to a nature and extent which is normal in the context of the business concerned, and in each such case which is material or reasonably likely to be material in the context of the Wider Numis Group taken as a whole;
XIII. waived or compromised any claim otherwise than in the ordinary course of business and in any case which is material or would reasonably likely to be material in the context of the Wider Numis Group taken as a whole;
XIV. entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;
XV. proposed, agreed to provide or modified the terms of the Numis Share Schemes or any share option scheme, incentive scheme or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Numis Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider Numis Group, save as agreed by the Panel or by Deutsche Bank; or
XVI. having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Numis Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;
No adverse change, litigation or regulatory enquiry
(J) save as Disclosed, since 30 September 2022:
I. no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Numis Group which is material to the Wider Numis Group taken as a whole and no circumstances have arisen which would or might reasonably be expected to result in any such adverse change;
II. no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Numis Group is or is reasonably likely to become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Numis Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Numis Group which in any such case would or might reasonably be expected to have a material adverse effect on the Wider Numis Group taken as a whole;
III. no contingent or other liability having arisen or become apparent to Deutsche Bank which would or might be reasonably likely to adversely affect any member of the Wider Numis Group to an extent which is material to the Wider Numis Group taken as a whole; and
IV. no steps having been taken which would or might be reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Numis Group which is necessary for the proper carrying on of its business and which has had or is likely to have a material adverse effect on the Wider Numis Group taken as a whole;
No discovery of certain matters
(K) save as Disclosed, Deutsche Bank not having discovered and, in each case, to an extent which is material in the context of the Wider Numis Group taken as a whole:
I. that any financial, business or other information concerning the Wider Numis Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Numis Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading;
II. that any member of the Wider Numis Group is subject to any liability (contingent or otherwise); or
III. any information which affects the import of any information disclosed at any time prior to this announcement by or on behalf of any member of the Wider Numis Group to any member of the Wider Deutsche Bank Group;
Anti-corruption, economic sanctions and money laundering
(L) save as Disclosed, Deutsche Bank not having discovered that:
I. any past or present member, director, officer or employee of the Wider Numis Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (ii) any person that performs or has performed services for or on behalf of the Wider Numis Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks;
II. any asset of any member of the Wider Numis Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Numis Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;
III. any past or present member, director, officer or employee of the Wider Numis Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:
(a) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC;
(b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the UK, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;
(c) any past or present member, director, officer or employee of the Wider Numis Group, or any other person for whom any such person may be liable or responsible:
(i) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(ii) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(iii) has engaged in conduct which would violate any relevant laws,
rules, or regulations concerning human rights, including but not limited to
any law, rule, or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or
(iv) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organization or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or
IV. any member of the Wider Numis Group is or has been engaged in any transaction which would cause Deutsche Bank to be in breach of any law or regulation upon completion of the Transaction, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority.
Part B
Waiver and Invocation of the Conditions
1. Subject to the requirements of the Panel in accordance with the Code, Deutsche Bank reserves the right in its sole discretion to waive:
(A) the deadline set out in Condition 1 of Part A of this Appendix 1 and any of the deadlines set out in Condition 2 of Part A of this Appendix 1 for the timing of the Court Meeting, General Meeting and the Scheme Court Hearing. If any such deadline is not met, Deutsche Bank shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Numis to extend the deadline in relation to the relevant Condition; and
(B) in whole or in part, all or any of the Conditions set out in Part A of this Appendix 1 above, except for Conditions 1 and 2 which cannot be waived.
2. The Transaction will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in Part A of this Appendix 1, to the further terms set out in this Appendix 1, and to the full terms and conditions which will be set out in the Scheme Document.
3. Deutsche Bank shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied any of Conditions 3 (A)to (L) (inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver of the relevant Condition, notwithstanding that the other Conditions to the Transaction may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Condition(s) may not be capable of fulfilment.
4. Under Rule 13.5(a) of the Code and subject to paragraph 5 below, Deutsche Bank may not invoke a Condition to the Transaction so as to cause the Transaction not to proceed, to lapse or to be withdrawn without the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Deutsche Bank in the context of the Transaction. This will be judged by reference to the facts of each case at the time the relevant circumstances arise.
5. Conditions 1, 2(A), 2(B) and 2(C) of Part A of Appendix 1 above and, if applicable, any acceptance condition if the Transaction is implemented by means of an Offer, are not subject to Rule 13.5(a) of the Code.
6. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Deutsche Bank.
7. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
Part C
Implementation by way of Offer
1. Deutsche Bank reserves the right, with the consent of the Panel (where necessary) and subject to the terms of the Co-operation Agreement to elect to implement the Transaction by way of an Offer.
2. If the Transaction is implemented by way of an Offer, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Transaction, including (without limitation and subject to the consent of the Panel):
(A) the Long Stop Date ceasing to apply (and Deutsche Bank shall, in accordance with the Code, specify a new long stop date by which the Offer must become or be declared unconditional); and
(B) Condition 2 ceasing to apply and, instead, the Offer being conditional on an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Deutsche Bank may with the consent of the Panel and subject to the terms of the Co-operation Agreement decide).
Part D
Certain further terms of the Transaction
1. Numis Shares which will be acquired under the Transaction will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid or any other return of value (whether by reduction of share capital or share premium, share buy-backs or otherwise) made on or after the date of this announcement (save for the First Permitted Dividend and the Second Permitted Dividend).
2. If, after the date of this announcement and prior to or on the Effective Date, any dividend, distribution and/or other return of value is announced, declared, made, payable or paid in respect of the Numis Shares, and with a record date prior to the Effective Date, other than the First Permitted Dividend and the Second Permitted Dividend, Deutsche Bank reserves the right (without prejudice to any right of Deutsche Bank to invoke Condition 3 (I)(III) in Part A of this Appendix 1) to reduce the consideration under the terms of the Transaction at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital. If (but only to the extent) Deutsche Bank exercises this right or makes such a reduction in respect of a dividend or other distribution, Numis Shareholders will be entitled to receive and retain that dividend or other distribution. Any exercise by Deutsche Bank of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not constitute a revision or variation of the terms of the Transaction.
3. The availability of the Transaction to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements.
4. The Transaction will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Transaction will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.
5. This Transaction is governed by English law and is subject to the jurisdiction of the English courts and to the Conditions set out in this Appendix 1 and in the Scheme Document. The Transaction will comply with the applicable rules and regulations of the FCA, the AIM Rules, the Panel, the Code, the London Stock Exchange and the Registrar of Companies.
Appendix 2
BASES AND SOURCES
In this announcement:
1. Unless otherwise stated:
· financial information relating to the Deutsche Bank Group has been
extracted or derived (without any adjustment) from the audited annual report
and accounts for Deutsche Bank for the year ended 31 December 2022; and
· financial information relating to the Numis Group has been
extracted or derived (without any adjustment) from the audited annual report
and accounts for Numis for the year ended 30 September 2022.
2. As at the close of business on 27 April 2023, being the last Business Day prior to the date of this announcement, Numis had in issue 110,003,459 Numis Shares, excluding 4,363,989 Numis Shares held in treasury. The International Securities Identification Number for Numis Shares is GB00B05M6465.
3. As at 27 April 2023, being the last practicable date before the date of this announcement, there were 10,138,280 Numis Shares subject to awards under the Numis Share Schemes. Based on proposals for the Numis Share Schemes set out in the Co-operation Agreement, Numis expects that no more than 8,264,885 Numis Shares would be required to satisfy these awards in full. It is expected that: (i) 4,363,989 Numis Shares held in treasury; (ii) 1,114,335 issued Numis Shares held in the Numis Corporation Plc Employee Benefit Trust; and (iii) 2,786,561 new Numis Shares to be issued following the date of this announcement, will be used to satisfy these awards.
4. The issued and to be issued share capital of Numis (being 117,154,009 Numis Shares) has been calculated on the basis of:
· the 110,003,459 Numis Shares in issue and the 4,363,989 Numis
Shares held in treasury referred to in paragraph 2 above; and
· the 2,786,561 new Numis Shares to be issued on or after the date of
this announcement to satisfy awards under the Numis Share Schemes referred to
in paragraph 3 above.
5. Unless otherwise stated, all prices and closing prices for Numis Shares are closing middle market quotations derived from the AIM appendix to the Daily Official List of the London Stock Exchange.
6. The volume-weighted average price of 219 pence per Numis Share for the three-month period ended 27 April 2023 (being the last Business Day before this announcement) has been derived from FactSet and rounded to the nearest tenth of a penny.
7. The premium calculations to the price per Numis Share have been calculated by reference to a price of 204 pence per Numis Share, being the Closing Price on 27 April 2023, the last Business Day prior to the date of this announcement.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Name of Numis Shareholder Number of Numis Shares Approximate percentage of Numis' issued share capital
Aktieselskabet af 1.3.2017 3 (#_ftn3) 25,078,486 22.8 per cent.
Alexander Ham 2,423,895 2.2 per cent.
Ross Mitchinson 2,113,944 1.9 per cent.
Andrew Holloway 235,260 0.2 per cent.
Catherine James 12,000 0.01 per cent.
Luke Savage 10,000 0.01 per cent.
Kathryn Gray Nil --
Richard Hennity Nil --
Appendix 4
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise.
"2022 Numis Annual Report" the annual report and audited accounts of the Numis Group for the financial
year ended 30 September 2022
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the rules of AIM as set out in the "AIM Rules for Companies" issued by the
London Stock Exchange from time to time relating to AIM traded securities and
the operation of AIM
"Blocking Law" means (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November
1996 (or any law or regulation implementing such Regulation in any member
state of the European Union or the United Kingdom); or (ii) any similar
blocking or anti-boycott law
"Business Day" a day, (other than a Saturday, Sunday, public or bank holiday) on which banks
are generally open for business in London and Frankfurt
"Cash Consideration" 339 pence per Numis Share
"Closing Price" the closing middle market quotations of a share as derived from the AIM
appendix to the Daily Official List
"Code" the City Code on Takeovers and Mergers
"Conditions" the conditions of the Transaction set out in Appendix 1 to this announcement
and to be set out in the Scheme Document
"Confidentiality Agreement" has the meaning given to it in section 11
"Co-operation Agreement" has the meaning given to it in section 11
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting of Scheme Shareholders to be convened at the direction of the
Court pursuant Part 26 of the Companies Act 2006 for the purpose of
considering and, if thought fit, approving the Scheme (with or without
amendment) and any adjournment thereof
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations
2001 (SI 2001/3755)) in respect of which Euroclear UK & International
Limited is the Operator (as defined in the Regulations)
"Daily Official List" the daily official list of the London Stock Exchange
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Code containing details of dealings
in interests in relevant securities of a party to an offer
"Disclosed" the information disclosed by or on behalf of Numis: (i) in the 2022 Numis
Annual Report; (ii) in this announcement; (iii) in any other announcement to a
Regulatory Information Service prior to the publication of this announcement;
and/or (iv) fairly disclosed (including via the virtual data room operated by
or on behalf of Numis in respect of the Transaction and/or via the management
meetings held in connection with the Transaction) prior to the date of this
announcement to Deutsche Bank or Deutsche Bank's advisers (in their capacity
as such)
"Deutsche Bank" Deutsche Bank AG, incorporated in Germany with its registered office at
Taunusanlage 12, 60325 Frankfurt am Main, Germany
"Deutsche Bank Group" Deutsche Bank and its subsidiaries and undertakings from time to time
"Effective Date" the date upon which either: (i) the Scheme becomes effective in accordance
with its terms; or (ii) if Deutsche Bank (subject to the consent of the Panel
and to the terms of the Co-operation Agreement) elects to implement the
Transaction by way of an Offer, the date on which the Offer becomes
unconditional
"Excluded Shares" any Numis shares: (a) registered in the name of, or beneficially owned by Deutsche Bank, any member of the Deutsche Bank Group or their respective nominees; or (b) held by Deutsche Bank in treasury
"FCA" the Financial Conduct Authority of the United Kingdom, acting in its capacity
as the competent authority for the purposes of FSMA, or any successor
regulatory body
"FINRA" the Financial Industry Regulatory Authority of the US or any successor
regulatory body
"First Permitted Dividend" the interim dividend of 6 pence per Numis Share intended to be declared by the
Numis Directors for the six months ended 31 March 2023
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time
"General Meeting" the general meeting of Numis to be convened in connection with the Scheme to
consider and, if thought fit, approve a special resolution to the Scheme and
the Transaction (with or without amendment), notice of which will be set out
in the Scheme Document, including any adjournment thereof
"London Stock Exchange" London Stock Exchange Plc
"Long Stop Date" 31 March 2024 (or such later date (if any) as Deutsche Bank and Numis may,
with the consent of the Panel, agree and the Court may allow)
"Meetings" the Court Meeting and the Numis General Meeting
"Numis" Numis Corporation Plc, incorporated in England and Wales with registered
company number 02375296
"Numis Directors" means the directors of Numis from time to time and "Numis Director" shall be
construed accordingly
"Numis Group" Numis and its subsidiaries and undertakings from time to time
"Numis Shareholders" the registered holders of Numis Shares from time to time
"Numis Shares" the ordinary shares of 5 pence each in the capital of Numis
"Numis Share Schemes" the Numis Long Term Incentive Plan 2021, the Numis Restricted Stock Unit Plan
(2017) and the Numis Unapproved Share Option Scheme
"Offer" should the Transaction be implemented by way of a takeover offer as defined in
Chapter 3 of Part 28 of the Companies Act 2006, the recommended offer to be
made by or on behalf of Deutsche Bank to acquire the entire issued and to be
issued share capital of Numis and, where the context admits, any subsequent
revision, variation, extension or renewal of such offer
"Offer Document" should the Transaction be implemented by means of an Offer, the document to be
sent to Numis Shareholders which will contain, inter alia, the terms and
conditions of the Offer
"Official List" the official list maintained by the FCA pursuant to Part 6 of the FSMA
"Opening Position Disclosure" per Rule 8 of the Code, an announcement containing details of interests or
short positions in, or rights to subscribe for, any relevant securities of a
party to the offer if the person concerned has such a position
"Panel" the UK Panel on Takeovers and Mergers
"Registrar of Companies" the Registrar of Companies in England and Wales
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Transaction is sent or made available to Numis Shareholders in that
jurisdiction
"Scheme" the scheme of arrangement proposed to be made under Part 26 of the Companies
Act 2006 between Numis and the Scheme Shareholders, with or subject to any
modification, addition or condition approved or imposed by the Court and
agreed to by Deutsche Bank
"Scheme Court Hearing" the hearing of the Court to sanction the Scheme under Part 26 of the Companies
Act 2006
"Scheme Court Order" the order of the Court sanctioning the Scheme under Part 26 of the Companies
Act 2006
"Scheme Document" the document to be sent to (among others) Numis Shareholders containing and
setting out, among other things, the full terms and conditions of the Scheme
containing the notices convening the Court Meeting and General Meeting,
including any revised scheme document
"Scheme Record Time" the time and date specified as such in the Scheme Document, expected to be
6.00 p.m. on the Business Day immediately after the date of the Scheme Court
Hearing, or such later time as Deutsche Bank and Numis may agree
"Scheme Shareholders" registered holders of Scheme Shares
"Scheme Shares" Numis Shares:
(i) in issue as at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document and prior to the
Voting Record Time; and
(iii) (if any) issued on or after the Voting Record Time and before the Scheme
Record Time, either on terms that the original or any subsequent holders
thereof shall be bound by the Scheme or in respect of which the holders
thereof shall have agreed in writing to be bound by the Scheme
in each case, which remain in issue at the Scheme Record Time but excluding
any Excluded Shares
"Second Permitted Dividend" the interim dividend of 5 pence per Numis Share intended to be declared by the
Numis Directors before the Effective Date to eligible Numis Shareholders,
settlement of which shall be conditional upon the Transaction becoming
effective
"Third Party" each of a central bank, government or governmental, quasigovernmental,
supranational, statutory, regulatory, antitrust, environmental,
administrative, fiscal or investigative body, court, trade agency,
association, institution, environmental body, employee representative body or
any other body or person whatsoever in any jurisdiction
"Transaction" the proposed acquisition of the entire issued and to be issued share capital
of Numis by Deutsche Bank, to be implemented by way of the Scheme as described
in this announcement (or by the Offer under certain circumstances described in
this announcement) (and where the context admits, an subsequent revision,
variation, extension or renewal thereof)
"Transaction Value" has the meaning given to it in section 1 of this announcement
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
"US Regulatory Condition" the condition set out in paragraph 3(E) of Part A of Appendix 1 to this
announcement
"Voting Record Time" the time and date specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined
"Wider Deutsche Bank Group" Deutsche Bank and its subsidiary undertakings, associated undertakings and any
other undertaking in which Deutsche Bank and/or such undertakings (aggregating
their interests) have a significant interest
"Wider Numis Group" Numis and its subsidiary undertakings, associated undertakings and any other
undertaking in which Numis and/or such undertakings (aggregating their
interests) have a significant interest
All references to time in this announcement are to London time unless
otherwise stated.
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "equity share capital" have the meanings given by the
Companies Act 2006 and "associated undertaking" has the meaning given by
paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of
Schedule 6 to those regulations which shall be excluded for this purpose.
1 (#_ftnref1) Source: Bloomberg. For the period from 1 January 2020 to 27
April 2023.
2 (#_ftnref2) Source: Bloomberg. For the period from 1 January 2020 to 27
April 2023.
3 (#_ftnref3) The registered holder of Aktieselskabet af 1.3.2017's entire
beneficial holding of Numis Shares is HSBC Global Custody Nominee (UK)
Limited. Aktieselskabet af 1.3.2017 is an investment vehicle which is
wholly-controlled and 95% owned by Anders Holch Povlsen (with the remaining 5%
ownership interest held by members of his family).
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