REG - Investec PLC Rathbones Group PLC - Investec W&I UK’s combination with Rathbones

InvestecAnnouncement

04/04/2023 07:00

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RNS Number : 2362V  Investec PLC  04 April 2023

 INVESTEC PLC                              INVESTEC LIMITED

 (Incorporated in the England and Wales)   (Incorporated in the Republic of South Africa)

 (Registration number 3633621)             (Registration number 1925/003833/06)

 LSE share code: INVP                      JSE share code: INL

 JSE share code: INP                       JSE hybrid code: INPR

 ISIN: GB00B17BBQ50                        JSE debt code: INLV

 LEI:2138007Z3U5GWDN3MY22                  NSX Share code: IVD

                                           BSE share code: INVESTEC

                                           ISIN: ZAE000081949

                                           LEI:213800CU7SM6O4UWOZ70

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

4 April 2023

 

 

Investec Group announces combination of Investec Wealth & Investment UK
and Rathbones Group to create the UK's leading discretionary wealth manager

 

 

The Boards and Management of Investec plc ("Investec Group") and Rathbones
Group Plc ("Rathbones") are pleased to announce that they have entered into a
definitive agreement regarding an all-share combination of Investec Wealth
& Investment Limited ("Investec W&I UK") and Rathbones to create the
UK's leading discretionary wealth manager (the "Enlarged Rathbones Group")
(the "Combination").

The Combination brings together two trusted and prestigious UK wealth
management businesses with closely aligned cultures and operating models. The
Enlarged Rathbones Group will create the UK's leading discretionary wealth
manager with approximately £100 billion in funds under management and
administration ("FUMA"), delivering the scale that will underpin future
growth. The Combination establishes a long-term, strategic partnership between
the Enlarged Rathbones Group and Investec Group, which will enhance the client
proposition across banking and wealth management services for both groups. The
Combination represents a significant value creation opportunity for both
Investec Group and Rathbones stakeholders.

 

Under the terms of the Combination, Rathbones will issue new Rathbones shares
in exchange for 100% of Investec W&I UK's share capital. The Enlarged
Rathbones Group will remain an independent premium-listed company operating
under the Rathbones brand with Investec Group as a long-term, strategic
shareholder. On completion, Investec Group will own 41.25% of the economic
interest in the Enlarged Rathbones Group's share capital, with Investec
Group's voting rights limited to 29.9%. The terms of the Combination imply an
equity value of approximately £839 million((1)) for Investec W&I UK.
Investec Group expects to receive a pre-completion dividend from Investec
W&I UK under the terms of the Combination.

The Combination is subject to, among other things, Rathbones shareholder and
regulatory approvals.

The Investec W&I UK transaction perimeter includes Investec Group's wealth
and investment businesses in the UK and Channel Islands but excludes Investec
Bank (Switzerland) AG ("IBSAG") and Investec Wealth & Investment
International (Pty) Ltd ("Investec W&I SA"). Both IBSAG and Investec
W&I SA will remain wholly-owned subsidiaries of the Investec Group.

Key Highlights

The Boards of Rathbones and Investec Group believe that the Combination will
unlock significant scale benefits through the creation of the UK's leading
discretionary wealth manager with approximately £100 billion of FUMA.

In particular, the Boards of Rathbones and Investec Group believe the
Combination will:

·        enhance the client proposition across investment management,
financial planning, fund management and banking services;

·        create a leading multi-channel distribution capability across
private clients, intermediaries and charities, through an expanded network
across 23 locations in the UK and Channel Islands;

·        attract and retain the best industry talent through a leading
employee proposition;

·        leverage Rathbones' investment in technology and operating
model to deliver an optimal client experience whilst improving operating
efficiency across the larger combined business;

·        deliver significant value creation through the strong fit
between the two operating models, with target annual run-rate cash synergies
of at least £60 million, driven primarily by cost savings as well as higher
net interest income;

·        support the Enlarged Rathbones Group in maintaining a
resilient capital position, progressive dividend policy and continued
strategic investment; and

·        establish a long-term, strategic partnership between the
Enlarged Rathbones Group and Investec Group to leverage attractive
collaboration opportunities.

 

Background and Strategic Rationale for Investec Group

 

Investec Group is a distinctive bank and wealth manager, with a clear growth
strategy, underpinned by our commitment to bring the best of Investec Group on
every client interaction and we seek to drive synergies between the business
units and geographies. The Combination will enhance the client proposition
across banking and wealth management services for both groups, enabled by the
establishment of a long-term strategic and symbiotic partnership.

Investec W&I UK is one of the leading private client wealth managers in
the UK and a highly respected franchise in the industry, delivering
outstanding service to clients and creating value for our shareholders. The
business has delivered strong growth over the last decade and is central to
our strategy, as we seek to provide a co-ordinated banking and wealth
management offering to our clients.

Rathbones and Investec W&I UK have complementary business models providing
bespoke investment management, asset management and financial planning
services to private clients, intermediaries and charities. As part of the
Combination, Rathbones and Investec Group will enter into a mutual strategic
partnership upon completion which will provide attractive collaboration
opportunities for the benefit of our respective clients. The Enlarged
Rathbones Group will also benefit from operating efficiencies from the
provision of selected central services from Investec Group.

This Combination re-affirms Investec Group's long-term commitment to the
attractive UK wealth management sector, creating a powerful strategic
partnership between Investec Group and the UK's largest discretionary wealth
manager. Like Investec W&I UK, Rathbones has a deep heritage in UK wealth
management and both businesses have client-centric values and closely aligned
cultures, which is particularly important when considering a transaction of
this nature.

It is intended that the Enlarged Rathbones Group's London office will operate
from the same building as Investec Group at 30 Gresham Street, which will
further support the strategic partnership between the two organisations.

The Enlarged Rathbones Group will operate under the Rathbones brand,
recognising Rathbones' long established and prestigious brand in the UK wealth
management sector. Investec W&I UK's standalone branding will be phased
out following an appropriate transitional period.

Investec Group will be a long-term, strategic shareholder in the Enlarged
Rathbones Group and, on completion, both businesses will enter into a
relationship agreement. The relationship agreement will include customary
arm's length provisions as well as lock-up and standstill arrangements as
described below.

Financial Benefits and Impact for Investec Group

The Combination has strong financial rationale for Investec Group including:

·        significant value creation from cost and revenue synergies;

·        increases contribution from capital-light recurring earnings,
with a greater weighting towards the UK;

·        delivers earnings accretion to Investec Group's shareholders:
the Combination is expected to be marginally adjusted earnings accretive in
the first full financial year post-completion, and earnings accretive
thereafter as the synergies are achieved. Given the capital light nature of
the Enlarged Rathbones Group, the Combination is also expected to enhance
Investec Group's return on tangible equity over time;

·        maintains Investec Group's strong capital position: the
Combination is expected to be broadly capital neutral for Investec plc and
Investec Bank plc's capital ratios, and there will be no change to Investec
Group's existing dividend policy; and

·        material cost saving in respect of Investec W&I UK's
planned technology spend.

 

Principal Terms and Conditions of the Combination

Combination structure

Under the terms of the Combination, Rathbones will, in consideration for the
transfer of the entire issued share capital of Investec W&I UK, issue to
Investec Bank plc at completion: (i) Rathbones ordinary voting shares
representing 29.9% of Rathbones' enlarged ordinary voting share capital; and
(ii) Rathbones convertible non-voting ordinary shares, such that Investec
Group will own a 41.25% economic interest in the Enlarged Rathbones Group (the
"Consideration Shares").

The convertible non-voting ordinary shares will rank pari passu with Rathbones
ordinary shares save that they will not carry voting rights. At any time after
completion, Investec Group may convert the convertible non-voting ordinary
shares into ordinary shares on a 1-for-1 basis provided that at no time shall
Investec Group hold greater than 29.9% of Rathbones' enlarged voting rights.
The convertible non-voting ordinary shares will not be listed and will be
non-transferable.

Governance and Management

Under the terms of the Combination, two Investec Group representatives will
join the Board of the Enlarged Rathbones Group as non-executive directors upon
completion, reflecting Investec Group's position as a significant, supportive
long-term and strategic shareholder. Investec Group will be entitled to
nominate two non-executive directors for as long as it holds at least 20 per
cent of the Enlarged Rathbones Group's share capital; and one non-executive
director for as long as it holds between 10 and 20 per cent of the Enlarged
Rathbones Group's share capital. Investec Group intends the nominated
non-executive directors to be Ciaran Whelan, Executive Director of Investec
plc, plus one other, who Investec Group anticipates will be a current Investec
plc non-executive director. Both appointments will be subject to the approval
of Rathbones' Nomination Committee and the necessary regulatory approvals.

The Enlarged Rathbones Group will continue to be chaired by Rathbones Chair
Clive Bannister with the executive leadership team, under Rathbones CEO Paul
Stockton, bringing together an experienced leadership team from both
businesses, including Iain Hooley, CEO of Investec W&I UK (subject to
regulatory approval). A joint integration steering committee will also be
formed comprising senior executives from both the Enlarged Rathbones Group and
Investec Group to oversee and support the business integration.

The Enlarged Rathbones Group will remain in compliance with the UK Corporate
Governance Code following completion.

Lock-up and Standstill

Subject to certain customary exceptions, Investec Group will be subject to a
lock-up for the first two years following Completion during which Investec
Group will not be permitted to sell any Consideration Shares. In each of years
three and four following completion, Investec Group will become entitled to
sell one-third of the Consideration Shares which it owns. Any disposals of
shares by Investec Group once released from lock-up will be subject to orderly
market restrictions.

A standstill restriction will also apply to Investec Group under which it will
agree, among other matters, not to acquire shares in, or make an unsolicited
takeover offer for, Rathbones for the period from signing to completion and up
to the fifth anniversary from completion. The standstill will terminate if a
third party announces a firm intention to make an offer for Rathbones.

Takeover Code

The Combination is not subject to The City Code on Takeovers and Mergers (the
"Takeover Code"). Following Completion, there will be no requirement to seek a
waiver to Rule 9 (Mandatory Offers) of the Takeover Code for the conversion of
ordinary non-voting shares into ordinary voting shares because the ordinary
non-voting shares are not capable of being converted into ordinary shares if
such conversion would result in Investec Group owning more than 29.9% of
Rathbones' enlarged ordinary voting share capital.

Next Steps, Conditions and Timetable

Under the Financial Conduct Authority's ("FCA") Listing Rules (the "Listing
Rules"), the Combination represents a Class 1 acquisition for Rathbones.

The Combination is conditional, among other things, on:

·        approval of the Combination by Rathbones' shareholders (by
ordinary resolution) at a general meeting ("General Meeting") of Rathbones;

·        the Financial Conduct Authority ("FCA") and London Stock
Exchange agreeing to admit the ordinary share element of the Consideration
Shares to the premium listing segment of the Official List and to trading on
the London Stock Exchange's Main Market for listed securities;

·        no material adverse change having occurred in respect of
either Rathbones or Investec W&I UK;

·        the Competition and Markets Authority ("CMA") confirming in
response to a briefing note that it has no further questions, or
alternatively, CMA approval; and

·        relevant financial and other regulatory approvals and
notifications being obtained, including in the UK, Jersey, Guernsey and South
Africa.

 

The approval of Rathbones' shareholders will be sought at the General Meeting,
which will be convened in Q2 2023. Completion is expected to occur in early Q4
2023 (subject to regulatory approvals).

The Combination represents a Class 2 disposal for Investec Group under the
Listing Rules and a category 2 transaction for JSE purposes.

Comments on the Combination

Commenting on the Combination, Fani Titi, Investec Group Chief Executive,
said:

"The combination of Investec W&I UK and Rathbones brings together two
businesses which have a long-standing heritage in UK wealth management and
closely aligned cultures. The strategic fit of the two businesses is
compelling with complementary strengths and capabilities to enhance the
overall proposition for clients. This will be supported by the strategic
partnership which offers attractive growth and collaboration opportunities for
both groups. The transaction represents a real step-change and long-term
opportunity for our UK wealth strategy, underscores our commitment to the UK
wealth management market and enhances our UK business as a whole."

Commenting on the Combination, Iain Hooley, Chief Executive (subject to
regulatory approval) of Investec W&I UK, said:

"We are excited to be combining with Rathbones, a business with a similar
heritage, common vision and a shared culture. As a combined business, we will
have true scale, an enhanced client proposition, and complementary
multi-channel distribution capability. The long-term, structural growth
opportunity in the UK wealth industry is compelling and together we will be
well placed to capitalise on it. We look forward to working with the Rathbones
management team to complete the transaction and bring the two organisations
together."

 

Commenting on the Combination, Clive Bannister, Chair of Rathbones, said:

"Bringing Rathbones together with Investec W&I UK will create the UK's
leading discretionary wealth manager with approximately £100 billion of funds
under management and administration. This transaction not only presents a
compelling strategic and financial rationale, but also accelerates Rathbones'
growth strategy. Operating at scale allows the group to offer an even more
attractive proposition to clients and colleagues, supporting future growth and
creating significant value for Rathbones' shareholders. I look forward to
Investec W&I UK colleagues joining the Enlarged Rathbones Group, and
welcome Investec Group as a strategic shareholder. I am hugely excited about
what the Combination can deliver."

Analyst Presentation

A webcast and conference call will be held today at 10:30 UK time / 11:30
South Africa time.

We encourage you to pre-register for the webcast
(https://www.corpcam.com/Investec04042023) or conference call
(https://protect-za.mimecast.com/s/MHUTC58MQ1tZEAN45s9-sGE?domain=nam10.safelinks.protection.outlook.com)
.

A link to the Investec Group analyst presentation can be found here
(https://www.investec.com/en_int/welcome-to-investec/about-us/investor-relations.html?medium=email&source=acoustic&campaign=sa-gm-investor-relations&term=&content=analyst-presentation&pcid=&spMailingID=25121079&spUserID=MTI2ODk0NjQ5NzAyMwS2&spJobID=2196120905&spReportId=MjE5NjEyMDkwNQS2)
.

 

Enquiries:

 

Investec plc

Tel: +27 (0) 11 291 0129

Qaqambile Dwayi, Investor Relations

 

Fenchurch Advisory Partners (Joint Financial Adviser to Investec Group)

Tel: +44 20 7382 2222

Malik Karim, Graham Marchant, Tom Murphy, Josh Needham

 

Investec Investment Banking (Joint Financial Adviser and Joint Corporate
Broker to Investec Group)

Tel: +44 20 7597 5970

Christopher Baird, Tom Lewin, Sean Crookes

 

Investec Bank Limited (JSE Equity Sponsor to Investec Group)

Tel: +27 11 286 7000

Monique Otto

 

Brunswick (South Africa PR advisers to Investec Group)

Tel: +27 (0) 63 685 6053

Graeme Coetzee

 

Lansons (UK PR advisers to Investec Group)

Tel: +44 (0) 78 6010 1715

Tom Baldock

 

Rathbones Group Plc

Tel: +44 20 7399
0000

Paul Stockton, Group Chief Executive Officer

Jennifer Mathias, Group Chief Financial Officer

Sarah Lewandowski, Investor Relations

 

BofA Securities (Financial Adviser and Joint Corporate Broker to Rathbones)

Tel: +44 20 7628 1000

Peter Luck, Fraser Allan, Joshua Maguire, Oliver Elias, Alex Penney

 

Peel Hunt (Joint Corporate Broker to Rathbones)

Tel: +44 20 7418 8900

Andrew Buchanan, John Welch, Oliver Jackson, Sam Milford

 

Camarco (PR Adviser to
Rathbones)

Tel: +44 20 3757 4984

Ed Gascoigne-Pees, Julia Tilley

 

 

Macfarlanes LLP is providing legal advice to Investec Group. Addleshaw Goddard
LLP is providing legal advice to Rathbones.

 

 

 

 

 

 

 

 

 

 

 

 

About Rathbones Group Plc

Rathbones provides individual investment and wealth management services for
private clients, charities, trustees and professional partners. Rathbones has
been in business since 1742 and has been trusted for generations to manage and
preserve clients' wealth. Rathbones is a FTSE 250 company operating from 15
offices throughout the UK and Jersey and had funds under management and
administration (FUMA) of £60.2 billion as at 31 December 2022.

About Investec Group

Investec Group (comprising Investec plc and Investec Limited) partners with
private, institutional, and corporate clients, offering international banking,
investments, and wealth management services in two principal markets, South
Africa and the UK, as well as certain other countries. The group was
established in 1974 and currently has approximately 8,500 employees. In 2002,
Investec Group implemented a dual listed company structure with listings on
the London and Johannesburg Stock Exchanges.

About Investec W&I UK

Investec W&I UK is one of the UK's leading private client wealth managers,
with responsibility for £39.7 billion of FUMA as at 30 September 2022,
offering holistic wealth management services covering bespoke discretionary
investment management together with financial planning and advice to private
clients, trusts, charities and pension funds. The business operates from 15
offices across the UK and Channel Islands, reflecting Investec W&I UK's
truly regional heritage(1). As of 30 September 2022, approximately 74% of FUMA
were private client assets with the balance charities and clients introduced
by intermediaries.

Investec W&I UK has historically benefited from cross referrals from
Investec Bank plc which as at 30 September 2022 had over 6,000 private banking
clients and contributed approximately £280 million of FUMA referrals to
Investec W&I UK in the 6 months to 30 September 2022.

For the year ended 31 March 2022, Investec W&I UK reported profit before
tax of £84.6 million and reported gross assets of £589.9 million. Further
financial information in relation to the Investec W&I UK business is set
out in the Appendix to this announcement.

(1) Excludes consolidation adjustments relating to referred client assets from
Investec W&I South Africa (client assets presented on a 100% basis)

 

 

Appendix I - Additional Financial Information

Illustrative summary unaudited financial information

The following financial information on Investec W&I UK reflects the
perimeter of the transaction and has been extracted from unaudited management
financial information, adjusted for Rathbones' principal accounting policies
and prepared for illustrative purposes only.

 Investec W&I UK         12 months to 31-Mar 2020  12 months to 31-Mar 2021  12 months to 31-Mar 2022  6 months to 30-Sept 2022
 Closing FUMA(1)         £32.8bn                    £41.3bn                   £43.7bn                   £39.7bn
 Net organic flows       £0.5bn                     £1.1bn                    £1.2bn                    £0.4bn
 Organic growth rate(2)  1.3%                      3.4%                      2.9%                      2.0%(3)
 Operating income        £301.8m                   £311.2m                   £337.8m                   £169.1m
 Underlying PBT          £67.3m                    £77.0m                    £89.2m                    £39.3m
 Underlying PBT margin   22.3%                     24.8%                     26.4%                     23.2%

Note: (1) Closing FUMA as at 31 March 2020, 31 March 2021, 31 March 2022 and
30 September 2022. (2) Net organic growth calculated as net flows / opening
FUMA. (3) Based on an annualised rate.

As set out in a transitional services agreement agreed between the parties, on
transfer to Rathbones, the amount charged to Investec W&I UK by Investec
Group for the provision of central services will reduce by approximately £7
million per annum based on an annualised figure for the 6 months to 30
September 2022.

The financial information below in relation to Rathbones has been extracted
from Rathbones' audited IFRS consolidated accounts for the year ended 31
December 2022.

 Rathbones              12 months to 31-Dec 2022

 Closing FUMA            £60.2bn
 Operating income       £455.9m
 Underlying PBT         £113.4m(1)
 Underlying PBT margin  24.9%

Note: (1) Excludes £16.3 million of expenses related to Rathbones' digital
programme.

Other financial information

Investec Group's investment in the Enlarged Rathbones Group will be equity
accounted for and recognised as an associate. Note, Investec Group is expected
to recognise a material net exceptional gain on completion which should lead
to a corresponding increase in Investec Group's net asset value per share.

 

The Combination is targeting to deliver total annualised run-rate synergies of
at least £60 million on a pre-tax cash basis(1), of which approximately:

·        £18 million is expected to be generated from the
consolidation of technology platforms and operations; leveraging Rathbones'
well-invested technology platform and benefiting from collaboration with
Investec Group to support further operational efficiencies;

·        £32 million is expected to be generated from the
consolidation of enablement functions, third party services, property and
other Combination benefits; and

·        £10 million(2) of additional net interest income as a result
of migrating Investec W&I UK's client and firm cash on to Rathbones'
platform and banking licence, allowing for greater investment flexibility to
generate higher returns.

The expected costs to achieve(3) exclude approximately £34(4) million of
pre-tax net costs expected to be incurred in relation to incentivisation of
key employees of the Enlarged Rathbones Group to deliver the benefits of the
Combination, to be incurred over approximately five years post-completion
(with the majority in the first three years post-completion) and primarily in
the form of Rathbones shares.

The above information has not been reviewed by Investec Group's external
auditors.

Note: (1) On a cash basis, before IFRS acquisition and lease accounting impact
and depreciation. (2) Based on current cash balances within Investec W&I
UK accounts and current interest rate and assuming a Bank of England base rate
of 4.0%. For illustrative purposes, if the Bank of England base rate were
3.0%, it is expected that the net interest income synergy would reduce by
approximately £2 million. (3) Separate to the cost to achieve, the Enlarged
Rathbones Group will incur capital expenditure estimated at £25 million in
relation to the fit out of additional space in the London office. This will be
funded by a Combination of anticipated lease incentives from the landlord and
additional cash contribution from the Investec Group, that will be retained by
Investec W&I UK at completion. (4) The cost of £34 million is stated net
of a cash contribution from Investec Group equivalent to £31 million on a
pre-tax basis.

Important notices:

The information contained in this announcement is inside information as
stipulated under the UK Market Abuse Regulation. Upon publication of this
announcement, this inside information is now considered to be in the public
domain. The person responsible for arranging this announcement on behalf of
Investec Group is David Miller, Company Secretary.

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer, invitation or solicitation of
any offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval in any
jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.

This announcement contains certain forward-looking statements, beliefs or
opinions, with respect to the potential outlook for the Enlarged Rathbones
Group. These statements, indicated by the words "would", "envisage", "believe"
and "may", and words of similar meaning, reflect Rathbones and Investec
Group's beliefs and expectations and are based on numerous assumptions and are
subject to risks and uncertainties that may cause actual results to differ
materially. No representation is made that any of these statements or
forecasts will come to pass. Forward-looking statements involve inherent known
and unknown risks, uncertainties and contingencies because they relate to
events and depend on circumstances that may or may not occur in the future and
may cause the actual results, performance or achievements of Rathbones,
Investec Group or the Enlarged Rathbones Group to be materially different from
those expressed or implied by such forward looking statements. Many of these
risks and uncertainties relate to factors that are beyond Rathbones, Investec
Group and/or the potential Enlarged Rathbones Group's ability to control or
estimate precisely and you are therefore cautioned not to place undue reliance
on such forward-looking statements.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated by the Financial Conduct Authority, is acting exclusively for
Investec Group and no one else in connection with the matters referred to in
this announcement. Fenchurch will not be responsible to anyone other than
Investec Group for providing the protections afforded to clients of Fenchurch,
nor for providing advice in relation to the contents of, or matters referred
to in, this announcement. Neither Fenchurch nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Fenchurch in connection with the matters
referred to in this announcement, or otherwise.

Investec Bank plc ("Investec Investment Banking"), which is authorised by the
Prudential Regulation Authority (the "PRA") and regulated by the Financial
Conduct Authority and PRA in the United Kingdom, is acting exclusively as
financial adviser to Investec Group and for no one else in connection with the
matters referred to in this announcement and will not be responsible to any
person other than Investec Group for providing the protections afforded to
clients of Investec Group, nor for providing advice in relation to the content
of this announcement or any matter referred to in this announcement. Neither
Investec nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Investec Group in connection with this announcement, any
statement contained herein or otherwise.

Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the UK, is acting exclusively for Rathbones in
connection with the Combination and for no one else and will not be
responsible to anyone other than Rathbones for providing the protections
afforded to its clients or for providing advice in relation to the
Combination. Neither BofA Securities, nor any of its affiliates, owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of BofA Securities in connection with this
announcement, any statement contained herein or otherwise. No representation
or warranty, express or implied, is made by BofA Securities as to the contents
of this announcement, including its accuracy, fairness, sufficiency,
completeness or verification.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively for
Rathbones and for no one else in connection with the matters referred to in
this announcement. Peel Hunt will not be responsible to anyone other than
Rathbones for providing the protections afforded to clients of Peel Hunt nor
for providing advice in relation to the contents of, or matters referred to
in, this announcement. Neither Peel Hunt nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Peel Hunt in connection with the matters
referred to in this announcement, or otherwise.

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