TIDMRAT
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 GBP50 million (net
proceeds approximately GBP 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
Paul Stockton, Chief Executive
Jennifer Mathias, Group Finance Director
Shelly Patel, Head of Investor Relations +44 (0) 20 7399 0000
RBC Capital Markets (Financial Adviser and Joint Corporate Broker to Rathbones)
Oliver Asplin Hearsey
Duncan Smith
Marcus Jackson
Elliot Thomas +44 (0) 20 7653 4000
Peel Hunt (Joint Corporate Broker to Rathbones)
Andrew Buchanan
Rishi Shah
John Welch
Jock Maxwell Macdonald +44 (0) 20 7418 8900
Camarco (Communications Adviser to Rathbones)
Ed Gascoigne-Pees
Julia Tilley +44 (0) 20 3757 4984
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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END
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