REG - Rathbones Group PLC - Result of General Meeting

RathbonesAnnouncement

23/06/2023 13:30

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RNS Number : 7713D  Rathbones Group PLC  23 June 2023

RATHBONES GROUP PLC

LEI: 213800MBTHM6UE8ZQP29

 

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
WAS PUBLISHED ON 1 JUNE 2023

23 June 2023

Combination of Rathbones and Investec Wealth & Investment UK
Result of General Meeting

Result of General Meeting

At the General Meeting of Rathbones Group Plc ("Rathbones") held earlier today
for Rathbones shareholders to consider the resolutions to approve the
all-share combination of Rathbones with Investec Wealth & Investment
Limited to create the UK's leading discretionary wealth manager (the
"Combination"), Rathbones shareholders approved all resolutions.

Next Steps

In addition to approval by Rathbones shareholders, the Combination is also
conditional upon, among other things:

·      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; and

·      certain regulatory approvals being obtained.

Subject to these factors, Completion is expected to occur either in late Q3 or
early Q4 2023.

Resolutions

Full details of the resolutions passed are set out in the notice of the
General Meeting contained in the combined prospectus and class 1 circular
published by Rathbones on 1 June 2023 in connection with the Combination (the
"Circular").

In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text of the
resolutions passed at the General Meeting will be submitted to the National
Storage Mechanism and will be available in due course for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://protect-eu.mimecast.com/s/9Rt8CxnN0TyBMpEt8_tAZ?domain=data.fca.org.uk)
as well as on Rathbones' website
www.rathbones.com/investor-relations/corporate-governance/general-meetings
(http://www.rathbones.com/investor-relations/corporate-governance/general-meetings)
.

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting held
today. Each Rathbones shareholder, present in person or by proxy, was entitled
to one vote per Rathbones Share held at the Voting Record Time.

                                                                               FOR*                         AGAINST                      VOTES CAST                                       WITHHELD**
                                                                               Number of Votes  % of Votes  Number of Votes  % of Votes  Number of Votes  % of Rathbones Shares in issue  Number of Votes
 Ordinary resolution                                                           47,095,431       94.42       2,780,681        5.58        49,876,112       78.63                           8,295

 Approval of the acquisition by Rathbones Group Plc of Investec Wealth &
 Investment Limited
 Ordinary resolution                                                           47,019,046       94.28       2,850,563        5.72        49,869,609       78.62                           14,798

 Authority to allot Rathbones Shares in connection with the Combination

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes "For" or "Against" the resolutions.

The number of Rathbones Shares in issue at the Voting Record Time of 6.30 p.m.
(London time) on 21 June 2023 was 63,433,381.

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.

Enquiries

 

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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