TIDMRAT
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, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
For immediate release
20 October 2016
Rathbone Brothers Plc ("Rathbones", the "Company", or the "Group")
Placing of 4.6% of existing issued ordinary share capital
Further to the announcement this morning in relation to the proposed
placing of ordinary shares, the Company announces that it has
successfully placed 2,224,210 ordinary shares (the "Placing Shares")
with institutional investors ("Placees") at a price of 1,710p per share
via an accelerated bookbuild (the "Placing"). Canaccord Genuity Limited
("Canaccord Genuity") and Peel Hunt LLP ("Peel Hunt", and together with
Canaccord Genuity, the "Bookrunners") acted as joint bookrunners in
connection with the Placing which has raised gross proceeds of
approximately GBP38.0 million.
Application will be made for the admission of 2,224,210 ordinary shares
to the premium 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. It is
expected that admission will become effective at 8.00 a.m. on 25 October
2016 and that dealings in the Placing Shares will commence at that time.
The shares shall rank pari passu with the existing issued ordinary
shares of the Company.
Enquiries:
Rathbone Brothers Plc
Tel: +44 (0) 20 7399 0000
email: shelly.chadda@rathbones.com
Philip Howell, Chief Executive
Paul Stockton, Finance Director
Shelly Chadda, Investor Relations Manager
Canaccord Genuity Limited
Charles Williams
Andrew Buchanan
Kit Stephenson
Tel: +44 (0) 20 7523 8000
Peel Hunt LLP
Adrian Haxby
Guy Wiehahn
Jock Maxwell-Macdonald
Tel: + 44 (0) 20 7418 8900
Camarco
Ed Gascoigne-Pees
Tel: +44 (0) 20 3757 4984
email: ed.gascoigne-pees@camarco.co.uk
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 PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (1) OUTSIDE OF THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT, AND (2) IN THE
UNITED STATES TO A LIMITED NUMBER OF PERSONS REASONABLY BELIEVED TO BE
BOTH INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF RULE
501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND QUALIFIED
INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
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 OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
The distribution of this Announcement and/or the 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 Bookrunners or any of their
respective affiliates, agents, directors, officers or employees 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 Bookrunners to
inform themselves about and to observe any such restrictions.
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 the "US")),
Australia, Canada, Japan, New Zealand or the Republic of South Africa 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.
All offers of the Placing Shares have been made pursuant to an exemption
under the Prospectus Directive from the requirement to produce a
prospectus.
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. The relevant
clearances have not been, nor will they be, obtained from the securities
commission of any province or territory of Canada, no prospectus has
been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South
Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with
the securities laws of any state, province or territory of Australia,
Canada, Japan or the Republic of South Africa. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, New Zealand or the
Republic of South Africa or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees) who have
a contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances
which are beyond the control of the Company, including amongst other
things, United Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and exchange
rates, the policies and actions of governmental and regulatory
authorities, the effect of competition, inflation, deflation, the timing
effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings;
the effect of operational risks; and the loss of key personnel. As a
result, the actual future financial condition, performance and results
of the Company may differ materially from the plans and expectations set
forth in any forward-looking statements. Any forward-looking statements
made in this Announcement by or on behalf of the Company speak only as
of the date they are made. Except as required by applicable law or
regulation, the Company, Peel Hunt and Canaccord Genuity expressly
disclaim any obligation to update this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes
in events, conditions or circumstances on which any such statement is
based.
Canaccord Genuity is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting exclusively
for the Company and no one else in connection with the Placing, and
Canaccord Genuity will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded
to its clients or for providing advice in relation to the Placing or any
other matters referred to in this Announcement.
Peel Hunt is authorised and regulated by the FCA in the United Kingdom
and is acting exclusively for the Company and no one else in connection
with the Placing, and Peel Hunt will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in relation
to the Placing or any other matters 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 Bookrunners or by any of their affiliates or agents 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.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
The price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future
performance, and persons needing advice should consult an independent
financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.
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.
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Rathbone Brothers Plc via Globenewswire
http://www.rathbones.com/
(END) Dow Jones Newswires
October 20, 2016 07:26 ET (11:26 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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