Rathbone Brothers PLC Completion of Saunderson House Acquisition (7238P)
October 21 2021 - 2:00AM
UK Regulatory
TIDMRAT
RNS Number : 7238P
Rathbone Brothers PLC
21 October 2021
21 October 2021
Rathbone Brothers Plc
Completion of Acquisition and Issue of Equity
Rathbone Brothers Plc ("Rathbones") today announces that its
acquisition of 100% of the issued share capital of CastleCo
Limited, the holding company of the Saunderson House group
("Saunderson House"), previously announced on 23 June 2021, has now
completed following receipt of FCA approval.
The initial consideration of GBP138.4m for the acquisition has
been satisfied through the payment of GBP133.1m of cash (including
repayment of GBP45.0m of debt) and the issue of 272,952 new
ordinary Rathbones shares to Saunderson House management and
employee sellers ("Initial Consideration Shares"). The Initial
Consideration Shares equate in value to GBP5.2m at a fixed share
price of GBP19.13 (the average price over the ten day period prior
to 21 June 2021) and are locked up for three years from completion
and contingent on continued employment of the recipient. Therefore
the value of these shares will be charged to profit or loss over
the required employment period in accordance with IFRS 3. The cash
portion of the initial consideration will be capitalised.
Applications have been made to the FCA and the London Stock
Exchange for the Initial Consideration Shares to be admitted to the
premium listing segment of the Official List and to trading on the
Main Market (together, "Admission"). It is expected that Admission
of the Initial Consideration Shares will become effective and
dealings will commence at 8.00 a.m. on 22 October 2021. The Initial
Consideration Shares will rank pari passu with the existing issued
shares of Rathbones.
Following Admission of the Initial Consideration Shares
Rathbones will have 61,973,109 Ordinary Shares of 5p each in issue.
Therefore, following Admission of the Initial Consideration Shares
the total number of voting rights in the Company will be 61,973,109
(the "Voting Rights Figure"), and this Voting Rights Figure may be
used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
voting rights interest, or a change to that interest, in the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Enquiries:
Rathbone Brothers Plc +44 (0) 20 7399 0000
Paul Stockton, Chief Executive
Jennifer Mathias, Finance Director
Shelly Patel, Head of Investor Relations
RBC Capital Markets (Financial Adviser and Joint Corporate
Broker to Rathbones) +44 (0) 20 7653 4000
Oliver Asplin Hearsey
Marcus Jackson
Paul Lim
Elliot Thomas
Peel Hunt (Joint Corporate Broker to Rathbones)
+44 (0) 20 7418 8900
Andrew Buchanan
Rishi Shah
John Welch
Jock Maxwell Macdonald
Camarco (Communications Adviser to Rathbones) +44 (0) 20 3757
4984
Ed Gascoigne-Pees
Julia Tilley
IMPORTANT NOTICES
RBC Europe Limited is authorised by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
Financial Conduct Authority (the "FCA") and the PRA, and is acting
for the Company in connection with the Acquisition 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 Acquisition 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 Acquisition 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 Acquisition or any other matter referred to in this
Announcement.
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.
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END
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