REG - Rathbone Brothers - Rathbone Brothers Plc: Result of Equity Issue

RathbonesAnnouncement

24/06/2021 07:00

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RNS Number : 9214C  Rathbone Brothers PLC  24 June 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

24 June 2021

Rathbone Brothers Plc

Result of Placing

Further to the announcement yesterday in relation to the proposed placing of
ordinary shares, Rathbone Brothers Plc ("Rathbones" or the "Company") is
pleased to announce that it has successfully placed 2,840,910 ordinary shares
(the "Placing Shares") with institutional investors ("Placees") at a price of
1,760p per share (the "Placing Price") via an accelerated bookbuild (the
"Placing"). RBC Europe Limited ("RBC") and Peel Hunt LLP ("Peel Hunt") acted
as joint bookrunners in connection with the Placing.

The Placing has raised gross proceeds of £50 million (net proceeds
approximately £49 million). The Placing Shares being issued represent, in
aggregate, approximately 5 per cent of Rathbones issued ordinary share capital
prior to the Placing. The Placing Price represents a discount of 7.9% to the
closing price on 23 June 2021. The Placing Shares will, when issued, be
credited as fully paid and rank pari passu with the existing ordinary shares
in the capital of the Company including the right to receive all future
dividends and distributions declared, made or paid after the date of issue of
the Placing Shares.

Lindsell Train Ltd ("Lindsell Train") is a substantial shareholder of the
Company for the purposes of, and is therefore considered to be a related party
under, chapter 11 of the Listing Rules. Lindsell Train has committed to
subscribe for 124,000 Placing Shares in the Placing. Under Listing Rule
11.1.10R, the participation in the Placing by Lindsell Train constitutes a
smaller related party transaction and as such does not require the approval of
independent ordinary shareholders of the Company.

Application has been made for the admission of the Placing Shares to the
premium listing segment of the Official List of the Financial Conduct
Authority and to the London Stock Exchange for admission to trading of the
ordinary shares on its main market for listed securities (together,
"Admission"). It is expected that Admission will become effective at 8.00 a.m.
on 28 June 2021 and that dealings in the Placing Shares will commence at that
time.

Following Admission, the total number of shares of the Company in issue will
be 61,408,888 and the total number of voting shares in the Company will be
61,408,888.

This above figure 61,408,888 may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not defined in this announcement have the same
meanings as set out in the placing announcement of the Company released at
16:50 PM on 23 June 2021.

The information contained in this announcement is inside information as
stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms
part of domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018. 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 Rathbones is Ali
Johnson, Company Secretary.

 

Enquiries:

 Rathbone Brothers Plc                                                  +44 (0) 20 7399 0000

Paul Stockton, Chief Executive

Jennifer Mathias, Group Finance Director

Shelly Patel, Head of Investor Relations

 
 RBC Capital Markets (Financial Adviser and Joint Corporate Broker to   +44 (0) 20 7653 4000
 Rathbones)

Oliver Asplin Hearsey

Duncan Smith

Marcus Jackson

Elliot Thomas

 
 Peel Hunt (Joint Corporate Broker to Rathbones)                        +44 (0) 20 7418 8900

Andrew Buchanan

Rishi Shah

 John Welch

 Jock Maxwell Macdonald

 
 Camarco (Communications Adviser to Rathbones)                          +44 (0) 20 3757 4984

Ed Gascoigne-Pees

Julia Tilley

 

This Announcement should be read in its entirety.  In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

IMPORTANT NOTICES

The distribution of this Announcement and the offering, placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Banks or any of their respective
affiliates that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other offering or publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes are
required by the Company and the Banks to inform themselves about and to
observe any such restrictions.

This Announcement is for information purposes only and shall not constitute an
offer to sell or issue or the solicitation of an offer to buy, subscribe for
or otherwise acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this restriction
may constitute a violation of the securities laws of such jurisdictions.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia (the "United States" or "US"), Canada, Australia, South Africa,
Japan or any other jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such jurisdiction.

The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws or with any securities regulatory authority of any state or
other jurisdiction of the United States, and accordingly the Placing Shares
may not be offered, sold, pledged or transferred, directly or indirectly, in,
into or within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and the securities laws of any relevant state or jurisdiction of the
United States. There is no intention to register any portion of the offering
in the United States or to conduct a public offering of securities in the
United States.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

RBC Europe Limited which is authorised by the Prudential Regulation Authority
and regulated in the United Kingdom by the Financial Conduct Authority (the
"FCA") and the Prudential Regulation Authority, is acting for the Company in
connection with the Placing and no-one else and will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of RBC Europe Limited nor for providing advice in relation to the
Placing or any other matter referred to in this Announcement.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the
FCA, is acting for the Company in connection with the Placing and no-one else
and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Peel Hunt LLP nor for providing advice in
relation to the Placing or any other matter referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of their respective affiliates or their or
their respective affiliates' agents, directors, officers and employees,
respectively, as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefor is expressly disclaimed.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

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