REG - Rathbones Group PLC - Publication of Circular and Notice of GM

RathbonesAnnouncement

01/06/2023 14:00

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RNS Number : 3802B  Rathbones Group PLC  01 June 2023

FOR IMMEDIATE RELEASE

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

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT
DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A COMBINED CLASS 1 CIRCULAR
AND PROSPECTUS IN RELATION TO THE COMBINATION REFERRED TO IN THIS ANNOUNCEMENT
HAS BEEN PUBLISHED TODAY

 

1 June 2023

Publication of Circular and Notice of General Meeting

Further to Rathbones Group Plc's ("Rathbones") announcement on 4 April 2023
that it and Investec PLC had entered into a definitive agreement regarding an
all-share combination of Rathbones with Investec Wealth & Investment
Limited to create the UK's leading discretionary wealth manager (the
"Combination"), Rathbones announces that the Financial Conduct Authority (the
"FCA") has today approved Rathbones' combined prospectus and Class 1
shareholder circular in relation to the Combination (the "Circular").

Rathbones has published the Circular and will convene a general meeting of
Rathbones shareholders at 10.30 a.m. on 23 June 2023 at 8 Finsbury Circus,
London EC2M 7AZ (the "General Meeting"), to consider and approve the
Combination. A notice of the General Meeting is included in the Circular.

The Combination is conditional on the approval of Rathbones shareholders. To
approve the Combination, shareholders who together represent a simple majority
of the Rathbones shares voted at the General Meeting (whether in person or by
proxy) must vote to approve the resolutions put to the General Meeting. The
Combination is also subject to the satisfaction of certain regulatory
conditions and to the 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. Completion of the Combination is expected
to occur in early Q4 2023.

The expected timetable of principal events in relation to the General Meeting
is as follows:

 Event                                                                Time/Date
 Expected time/date Deadline for lodging Forms of Proxy/ CREST Proxy  10.30 a.m. on 21 June 2023
 Instructions
 Voting Record Time                                                   6.30 p.m. on 21 June 2023
 General Meeting                                                      10.30 a.m. on 23 June 2023

Copies of the Circular and certain other documents in relation to the
Combination are available for inspection on Rathbones' website at
https://www.rathbones.com/investor-relations
(https://www.rathbones.com/investor-relations)

The Circular and certain other documents in relation to the Combination may
also be inspected during usual business hours on any weekday (Saturdays,
Sundays and public holidays in the UK excepted) at Rathbones' registered
address at 8 Finsbury Circus, London EC2M 7AZ, or at the offices of Addleshaw
Goddard LLP at Milton Gate, 60 Chiswell Street, London EX1Y 4AG for a period
beginning on today's date until the date of the General Meeting, and at the
General Meeting for a period beginning fifteen minutes before it commences,
for the duration of the General Meeting.

A copy of the Circular will also be submitted to the National Storage
Mechanism, where it will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Defined terms used in this Announcement shall have the meaning given in
Rathbones' RNS announcement of the Combination on 4 April 2023, unless
otherwise defined.

 

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, Sponsor 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

 

 

IMPORTANT NOTICES

Neither this announcement nor any copy of it may be taken or transmitted
directly or indirectly into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction. Any failure to comply with this restriction may constitute a
violation of such laws or regulations. Persons into whose possession this
announcement or other information referred to herein comes should inform
themselves about, and observe, any restrictions in such laws or regulations.

 

This announcement has been prepared for the purpose of complying with the
applicable law and regulation of the United Kingdom 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 and regulations of
jurisdictions outside the United Kingdom.

 

This announcement does not constitute or form part of any offer, invitation to
sell, otherwise dispose of or issue, or any solicitation of any offer to
purchase or subscribe for, any shares or other securities nor shall it or any
part of it, nor the fact of its distribution form the basis of, or be relied
on in connection with, any contract commitment or investment decision.

 

This announcement does not constitute an offer of securities for sale in the
United States or an offer to acquire or exchange securities in the United
States. No offer to acquire securities or to exchange securities for other
securities has been made, or will be made, directly or indirectly, in or into,
or by use of the mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of, the United
States or any other country in which such offer may not be made other than:
(i) in accordance with applicable United States securities laws or the
securities laws of such other country, as the case may be; or (ii) pursuant to
an available exemption from such requirements. The securities referred to
herein have not been and will not be registered under the U.S. Securities Act
of 1933, as amended, or under the securities laws of any state or other
jurisdiction of the United States.

 

This announcement may include statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "believes",
"estimates", "envisages", "plans", "projects", "anticipates", "targets",
"aims", "expects", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward looking statements include all matters that are not
historical facts and involve predictions. Forward-looking statements may and
often do differ materially from actual results. Any forward-looking statements
reflect Rathbones' current views with respect to future events and are subject
to risks relating to future events and other risks, uncertainties and
assumptions relating to Rathbones' or Investec W&I UK's, results of
operations, financial position, liquidity, prospects, growth or strategies and
the industries in which they operate. Forward-looking statements speak only as
of the date they are made and cannot be relied upon as a guide to future
performance. Save as required by law or regulation, Rathbones disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements in this announcement that may occur due to any
change in its expectations or to reflect events or circumstances after the
date of this announcement. Nothing in this announcement should be construed as
a profit estimate or profit forecast and no statement in this announcement
should be interpreted to mean that earnings per share of Rathbones for the
current or future financial years would necessarily match or exceed the
historical published earnings per share of Rathbones.

 

Completion of the Combination is subject to the satisfaction of a number of
conditions as more fully described in this announcement. Consequently there
can be no certainty that completion of the Combination will be forthcoming.

 

This announcement is not a prospectus and has been prepared solely for the
Combination referred to in this announcement. The Circular has been published
by Rathbones in connection with the Combination.

 

Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.

 

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 as financial adviser exclusively for
Rathbones in connection with the matters set out in this announcement 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 matters referred to in this announcement. 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.

 

 

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