REG - Numis Corporation - Announcement of cancellation and delisting

NumisAnnouncement

16/10/2023 07:00

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RNS Number : 1102Q  Numis Corporation PLC  16 October 2023

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 OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

16 October 2023

RECOMMENDED CASH ACQUISITION

OF

Numis Corporation plc ("Numis")

BY

Deutsche Bank AG ("Deutsche Bank")

Cancellation of admission to trading of Numis Shares

On 28 April 2023, the Board of Numis and the Management Board of Deutsche Bank
announced that they had reached agreement on the terms of a recommended all
cash offer pursuant to which Deutsche Bank will acquire the entire issued and
to be issued ordinary share capital of Numis (the "Transaction"). The
Transaction is being implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Capitalised terms used but not defined in this Announcement have the meanings
given to them in the scheme document published on 18 May 2023 containing the
full terms and conditions of the Transaction (the "Scheme Document").

Further to the announcement on 13 October 2023 that the Scheme has become
Effective in accordance with its terms, Numis announces that AIM has cancelled
the admission to trading of Numis Shares on AIM with effect from 7.00 a.m.
today, 16 October 2023.

 

Enquiries:

Deutsche Bank
 
                         +49 80 0910 8000

Ioana Patriniche - Head of Investor Relations

Silke-Nicole Szypa

Deutsche Bank, 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

Charlie Chichester

Rory King

 

Numis (Communications)
 
               +44 7904 529 515

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 LLP (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.

Important notices

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

The Transaction will be made solely pursuant to the terms of the Scheme
Document, which contains the full terms and conditions of the Transaction. Any
decision in respect of, or other response to, the Transaction should be made
only on the basis of the information in the Scheme Document.

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
the laws of England and Wales and the Code and 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 England and
Wales. Nothing in this Announcement should be relied on for any other purpose.

This Announcement does not constitute a prospectus or a prospectus-equivalent
document.

Disclaimers

Deutsche Bank 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 is authorised under German banking law. The
London branch of Deutsche Bank 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 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 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's
authorisation and regulation by the Prudential Regulation Authority are
available from Deutsche Bank on request.

Deutsche Bank, 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, 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, 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. 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 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.

Neither the United States Securities and Exchange Commission nor any US state
securities commission has approved or disapproved the Transaction, passed upon
the merits or fairness of the Transaction or passed any opinion upon the
accuracy, adequacy or completeness of this Announcement. Any representation to
the contrary is a criminal offence in the United States.#

Publication on website and requesting hard copies

A copy of this Announcement will be available (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) on
https://www.numis.com/investors (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 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 (8.30 a.m. to 5.30 p.m.) 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. 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.

 

 

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