REG - Rathbones Group PLC - Update on the Combination with Investec W&I UK

RathbonesAnnouncement

20/09/2023 15:30

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RNS Number : 1105N  Rathbones Group PLC  20 September 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
WAS PUBLISHED ON 1 JUNE 2023

20 September 2023

Update on the Combination of Rathbones and Investec Wealth & Investment UK

Further to the announcement on 2 August 2023 of the expected completion of its
all-share combination with Investec Wealth & Investment Limited ("Investec
W&I UK") (the "Combination") on 21 September 2023, Rathbones Group Plc
("Rathbones") confirms that, subject to completion, the following shares will
be issued to Investec Bank Plc to satisfy the consideration due under the
terms of the Combination:

(i) 27,056,463 New Ordinary Shares with a nominal value of 5 pence each; and

(ii) 17,481,868 Convertible Non-Voting Ordinary Shares with a nominal value of
5 pence each,

comprising a total 44,538,331 Consideration Shares.

Admission of the 27,056,463 New Ordinary Shares to the premium segment of the
Official List and to trading on London Stock Exchange's Main Market is
expected to take place at 8:00am on 21 September   2023 ("Admission"). The
Convertible Non-Voting Ordinary Shares will not be admitted to listing and
trading on any market.

Subject to Admission, Rathbones confirms that its enlarged share capital will
consist of: (i) 90,489,844 voting ordinary shares with a nominal value of 5
pence each, which carry one vote each; and (ii) 17,481,868 convertible
non-voting ordinary shares with a nominal value of 5 pence each. Rathbones
does not hold any shares in treasury.

Unless defined otherwise, capitalised terms in this announcement shall have
the same meaning as in the Prospectus.

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.

 

This announcement is not a prospectus and has been prepared solely for the
Combination referred to in this announcement. A combined circular and
prospectus 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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