REG - Numis Corporation - Update on satisfaction of regulatory conditions

NumisAnnouncement

28/09/2023 09:45

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RNS Number : 9919N  Numis Corporation PLC  28 September 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

28 September 2023

RECOMMENDED CASH ACQUISITION

OF

Numis Corporation plc ("Numis")

BY

Deutsche Bank AG ("Deutsche Bank")

Update on satisfaction of regulatory conditions and declaration of second
permitted dividend

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"), the full
terms and conditions of which were contained in the scheme document published
on 18 May 2023 (the "Scheme Document"). Capitalised terms used but not defined
in this announcement have the meanings given to them in the Scheme Document.

On 21 June 2023, Numis announced that the Scheme was approved by the requisite
majority of Scheme Shareholders at the Court Meeting and the resolution in
connection with the implementation of the Scheme was passed by the requisite
majority of Numis Shareholders at the General Meeting.

The Transaction and, accordingly, the Scheme are subject to the satisfaction
(or, where applicable, the waiver) of the Conditions set out in Part 3 of the
Scheme Document, including relating to the receipt of certain regulatory
approvals from regulators in the UK, Ireland and the United States.

Numis is pleased to confirm that the Conditions relating to the receipt of
certain financial regulatory approvals (being those set out in paragraphs 3(B)
to 3(D) of Part A of Part 3 of the Scheme Document) have been satisfied. This
follows the Central Bank of Ireland's approval of the Transaction, notified to
Deutsche Bank and Numis on 25 September 2023.

The CMA has responded to the briefing paper submitted by Deutsche Bank in
respect of the Transaction to confirm that it has no further questions in
relation to the Transaction and, as at the date of this announcement, has not
otherwise opened an inquiry, or indicated in writing that it is still
investigating whether to open an inquiry. Accordingly, Deutsche Bank and Numis
are not aware of any fact or circumstance, as at the date of this
announcement, that would result in any delay in the satisfaction of the CMA
Condition set out in paragraph 3(A) of Part A of Part 3 of the Scheme Document
beyond the expected date of the Sanction Hearing, being 11 October 2023.

The US Regulatory Condition set out in paragraph 3(E) of Part A of Part 3 of
the Scheme Document is anticipated to be satisfied as at the expected date of
the Sanction Hearing, being 11 October 2023.

Declaration of Second Permitted Dividend

The Board of Numis has declared an interim dividend of 5 pence per Numis
Share, being the Second Permitted Dividend as set out in the Scheme Document.
The Second Permitted Dividend will only be payable if the Scheme becomes
Effective and will be paid to Numis Shareholders on the register of members of
Numis at 6.00 p.m. on 12 October 2023.

Next steps and timetable

The Transaction and the Scheme remain subject to certain other Conditions,
including sanction of the Scheme by the Court at the Sanction Hearing, which
is expected to take place on 11 October 2023, the delivery of a copy of the
Court Order to the Registrar of Companies for registration and the
satisfaction (or, where applicable, the waiver) of the other Conditions to the
Scheme, as set out in Part A of Part 3 of the Scheme Document. Subject to the
satisfaction (or, where applicable, the waiver) of those conditions, the
Scheme is expected to become effective on 13 October 2023.

An application will be made to the London Stock Exchange ("LSE") for the
suspension of trading in Numis Shares on AIM with effect from 7.30 a.m. on 13
October 2023.

An application will be made to the LSE in relation to the cancellation of
admission to trading of Numis Shares on AIM, which, subject to the Scheme
becoming effective on 13 October 2023, is expected to take effect by 7.00 a.m.
on 16 October 2023.

The expected timetable of principal events for the implementation of the
Scheme is set out below.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown are London times. All dates and times are indicative only, are
based on Numis' and Deutsche Bank's current expectations and are subject to
change. If any of the key dates and/or times in this expected timetable
change, the revised key dates and/or times will be notified to Numis
Shareholders by announcement through a Regulatory Information Service, with
such announcement also being made available on Numis' website at
https://www.numis.com/investors.

 Event                                                                           Time and/or date
 Sanction Hearing (to sanction the Scheme)                                       11 October 2023
 Last day of dealings in, and for the registration of transfers of, and          12 October 2023
 disablement in CREST of, Numis Shares
 Scheme Record Time                                                              6.00 p.m. on 12 October 2023
 Second Permitted Dividend Record Time                                           6.00 p.m. on 12 October 2023((1))
 Suspension of dealings in Numis Shares on AIM                                   by 7.30 a.m. on 13 October 2023
 Effective Date                                                                  13 October 2023((2))
 Cancellation of admission to trading of Numis Shares on AIM                     by 7.00 a.m. on 16 October 2023
 Latest date for dispatch of cheques, and crediting of CREST accounts and        within 14 days
 processing electronic transfers due under the Scheme, including settlement of
of the Effective Date
 the Second Permitted Dividend
 Long Stop Date                                                                  31 March 2024((3))

 

(1)           The Second Permitted Dividend will be paid to Numis
Shareholders on the register of members at 6.00 p.m. on 12 October 2023.  The
Second Permitted Dividend will only be payable if the Scheme becomes
Effective.

(2)           The Court Order approving the Scheme is expected to be
delivered to the Registrar of Companies two Business Days after the date of
the Sanction Hearing, such that the Effective Date is expected to be 13
October 2023. The events which are stated as occurring on subsequent dates are
conditional on the Effective Date and operate by reference to this date.

(3)           This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
Numis and Deutsche Bank may agree in writing (with the Panel's consent and as
the Court may approve (should such approval(s) be required)).

 

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 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 (or, if the Transaction is implemented by way of an Offer, the Offer
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 (or, if the
Transaction is implemented by way of an Offer, the Offer Document).

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)
carefully because it contains important information relating to the
Transaction.

This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted 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.

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, 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.

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 the Deutsche Bank Group and 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.

Neither Deutsche Bank, Numis, the Wider Deutsche Bank Group nor the Wider
Numis Group, nor any of their respective associates or directors, officers or
advisers, provide any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. Given these risks and
uncertainties, potential investors are cautioned not to place any reliance on
these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither
Deutsche Bank, Numis, the Wider Deutsche Bank Group nor the Wider Numis Group
is under any obligation, and each such person expressly disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement, or incorporated by reference into this
announcement, is intended as a profit forecast, profit estimate or quantified
benefits statement 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.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (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%
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(s), 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 pm (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 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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