TIDMRAT
RNS Number : 1978N
Rathbones Group PLC
21 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
21 September 2023
Completion of the Combination
The Board and Management of Rathbones Group Plc ("Rathbones" or
the "Company") is pleased to announce the completion of the
all-share combination of Rathbones with Investec Wealth &
Investment Limited ("Investec W&I UK") to create the UK's
leading discretionary wealth manager (the "Combination").
Under the terms of the Combination, Rathbones has now issued to
Investec Bank Plc as consideration:
(i) 27,056,463 ordinary voting shares representing 29.9% of the
Rathbones enlarged ordinary voting share capital ("New Ordinary
Shares"); and
(ii) 17,481,868 convertible non-voting ordinary shares
("Convertible Non-Voting Ordinary Shares"),
such that Investec Group now has an economic interest of 41.25%
in Rathbones' enlarged share capital.
Following completion, and as described in the combined
prospectus and circular published on 1 June 2023 (the
"Prospectus"), Investec Group (defined below) is entitled to
nominate two Non-Executive Directors for appointment to the Board
of Rathbones. Investec has informed Rathbones that it will nominate
Ruth Leas instead of Ciaran Whelan, and the appointments of
Henrietta Baldock and Ruth Leas have now taken effect subject to
regulatory approval.
Commenting on the completion of the Combination, Paul Stockton,
Group Chief Executive of Rathbones, said:
" Rathbones' c ombination with Investec W&I UK presents many
exciting future opportunities and create s the UK's leading
discretionary wealth manager with approximately GBP100 billion of
funds under management and administration. Completion represents
the start of a journey to bring both businesses together,
delivering a high-quality range of services to clients and offering
employees the chance to grow and develop within the enlarged
Rathbones group. T he strategic and financial rationale behind the
combination is compelling and I thank all teams at Rathbones,
Investec W&I UK and Investec Group for their dedication to
achieving this milestone. I look forward to achieving the benefits
to be realised for our clients, colleagues and shareholders. "
Admission of New Ordinary Shares
Rathbones also confirms, as described in the Prospectus, that
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 took place this morning at 8:00 a.m.
("Admission"). The 17,481,868 Convertible Non-Voting Ordinary
Shares issued to Investec Bank Plc will not be admitted to listing
or trading on any exchange.
Following Admission, Rathbones confirms that its share capital
consists of: (i) 90,489,844 ordinary shares of 5 pence each, which
carry one vote each; and (ii) 17,481,868 convertible non-voting
ordinary shares of 5 pence each which do not carry voting rights.
Rathbones does not hold any shares in treasury. Therefore, the
total number of voting rights in Rathbones on 21 September 2023 is
90,489,844. The above figure of 90,489,844 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, Rathbones under the FCA's Disclosure
Guidance and Transparency Rules.
Relationship Agreement
As a result of the Combination having completed, the
Relationship Agreement, a summary of the terms of which is set out
in the Prospectus (Part 2 Summary of Key Combination Terms), is now
in effect. The Relationship Agreement governs the relationship
between the Company, Investec Bank PLC, Investec PLC and Investec
Limited (Investec Bank PLC, Investec PLC and Investec Limited
together, the "Investec Group"). Among other matters it entitles
the Investec Group to nominate two individuals for appointment to
the Rathbones Board as Non-Executive Directors as referred to above
and contains, subject to certain exceptions, voting commitments,
standstill and lock-up provisions in relation to Investec Group's
shareholding in Rathbones as summarised in the Prospectus.
Services Agreement
As contemplated at the time of announcement of the Combination,
Rathbones confirms that earlier today it entered into a services
agreement (the "Services Agreement"), whereby Investec Bank PLC
will provide certain services to the Rathbones Group.
The Services Agreement enables Rathbones to leverage the scale
of the Investec Group and its infrastructure, and covers areas
including technology infrastructure and support services and the
provision of certain services in relation to the property at 30
Gresham Street. Delivery of the majority of these services is
expected to commence in Q2 2024, with the estimated cost expected
to be approximately GBP16 million per annum on average,
representing a material saving to the enlarged Rathbones Group. The
Services Agreement has a four-year term, with an indicative total
contract value of approximately GBP64 million.
These savings, as well as the set-up costs associated with the
Services Agreement, are already captured within the expected
run-rate synergy targets and costs announced as part of the
Combination.
Details of Non-Executive Directors
Henrietta Baldock
Henrietta Baldock serves as chair and independent non-executive
director at Investec W&I UK having been appointed in August
2021. Henrietta also serves as an independent non-executive
director on the boards of Investec Limited, Investec PLC and
Investec Bank. She is also a director of Hydro Industries Limited,
Legal and General Assurance Society Limited and Legal and General
Group plc. She does not hold any shares in Rathbones.
Ruth Leas
Ruth Leas has been with Investec for 25 years. In 2019, Ruth was
appointed as Chief Executive Officer of Investec Bank plc, the main
banking subsidiary of Investec plc, which houses Investec Group's
non-Southern African operations (including the UK, Channel Islands,
Ireland, US and India). Ruth has deep knowledge of Investec and
banking having joined Investec in South Africa in 1998. She moved
to Investec in London in 2002 and has had varied experience, with
her first 10 years in client facing roles. Ruth became Co-Head of
US Principal Finance before joining the Credit team and later
becoming Head of UK Investor Relations. She was appointed as an
Executive Director in 2016 and was Head of Risk Management before
becoming Chief Risk Officer in 2017. Prior to joining Investec,
Ruth was Treasury Economist for Gencor in South Africa. Ruth
currently sits on the Cambridge Judge Business School Advisory
Board and has sat on the UK Finance Board.
The Appendix to this announcement contains further information
in respect of Ruth Leas and the terms of her appointment.
Save as set out in this announcement, there are no other matters
requiring disclosure under Rule 9.6.13 of the Listing Rules in
respect of either Henrietta Baldock or Ruth Leas.
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 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 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 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.
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.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Rathbones and for no one else in connection with
the matters referred to in this announcement. Peel Hunt will not be
responsible to anyone other than Rathbones for providing the
protections afforded to clients of Peel Hunt nor for providing
advice in relation to the contents of, or matters referred to in,
this announcement. Neither Peel Hunt 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 Peel
Hunt in connection with the matters referred to in this
announcement, or otherwise
Appendix
1. Interests in Rathbones Shares
Save in respect of Investec Bank Plc's interest in the New
Ordinary Shares and Convertible Non-Voting Ordinary Shares, as at
the date of this announcement, neither Ruth Leas nor any person so
connected (within the meaning of section 252 of the Companies Act)
with her has any interest in:
a. the share capital of Rathbones or any of its subsidiaries or
any options over any shares in Rathbones or any of its subsidiaries
or any options over any shares in the capital of Rathbones
("Rathbones Shares"); and
b. any financial product whose value in whole or in part is
determined directly or indirectly by reference to the price of
Rathbones Shares.
2. Directorships
Ruth Leas has not held any directorship of a publicly quoted
company at any time in the five years preceding the date of this
announcement.
3. Terms of Appointment
Pursuant to her letter of appointment, Ruth Leas:
a. will not be entitled to receive a fee or other remuneration for her role;
b. will be appointed for an initial term of three years unless
terminated by Rathbones or Investec Group in accordance with the
terms of the Relationship Agreement;
c. has no contractual right to compensation on termination of her appointment;
d. is entitled to be reimbursed for all reasonable out of pocket
expenses properly incurred whilst carrying out Rathbones'
business;
e. save for any directorships held within the Investec Group,
will not be permitted to have any other directorship or business
interest which will conflict with her duty as a director of
Rathbones and will be required to consult with Rathbones prior to
taking on any other or further directorships or public appointments
during the term of her directorship; and
f. will be subject to a performance review on an annual basis.
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END
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