TIDMRAT
RNS Number : 3802B
Rathbones Group PLC
01 June 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 HAS BEEN PUBLISHED
TODAY
1 June 2023
Publication of Circular and Notice of General Meeting
Further to Rathbones Group Plc's ("Rathbones") announcement on 4
April 2023 that it and Investec PLC had entered into a definitive
agreement regarding an all-share combination of Rathbones with
Investec Wealth & Investment Limited to create the UK's leading
discretionary wealth manager (the "Combination"), Rathbones
announces that the Financial Conduct Authority (the "FCA") has
today approved Rathbones' combined prospectus and Class 1
shareholder circular in relation to the Combination (the
"Circular").
Rathbones has published the Circular and will convene a general
meeting of Rathbones shareholders at 10.30 a.m. on 23 June 2023 at
8 Finsbury Circus, London EC2M 7AZ (the "General Meeting"), to
consider and approve the Combination. A notice of the General
Meeting is included in the Circular.
The Combination is conditional on the approval of Rathbones
shareholders. To approve the Combination, shareholders who together
represent a simple majority of the Rathbones shares voted at the
General Meeting (whether in person or by proxy) must vote to
approve the resolutions put to the General Meeting. The Combination
is also subject to the satisfaction of certain regulatory
conditions and to the 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.
Completion of the Combination is expected to occur in early Q4
2023.
The expected timetable of principal events in relation to the
General Meeting is as follows:
Event Time/Date
Expected time/date Deadline 10.30 a.m. on 21 June 2023
for lodging Forms of Proxy/
CREST Proxy Instructions
Voting Record Time 6.30 p.m. on 21 June 2023
General Meeting 10.30 a.m. on 23 June 2023
Copies of the Circular and certain other documents in relation
to the Combination are available for inspection on Rathbones'
website at https://www.rathbones.com/investor-relations
The Circular and certain other documents in relation to the
Combination may also be inspected during usual business hours on
any weekday (Saturdays, Sundays and public holidays in the UK
excepted) at Rathbones' registered address at 8 Finsbury Circus,
London EC2M 7AZ, or at the offices of Addleshaw Goddard LLP at
Milton Gate, 60 Chiswell Street, London EX1Y 4AG for a period
beginning on today's date until the date of the General Meeting,
and at the General Meeting for a period beginning fifteen minutes
before it commences, for the duration of the General Meeting.
A copy of the Circular will also be submitted to the National
Storage Mechanism, where it will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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.
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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END
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