Result of General Meeting

Rathbones Group PLC

23 June 2023

 

RATHBONES GROUP PLC

LEI: 213800MBTHM6UE8ZQP29

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

23 June 2023

Combination of Rathbones and Investec Wealth & Investment UK
Result of General Meeting

Result of General Meeting

At the General Meeting of Rathbones Group Plc ("Rathbones") held earlier today for Rathbones shareholders to consider the resolutions to approve the all-share combination of Rathbones with Investec Wealth & Investment Limited to create the UK's leading discretionary wealth manager (the "Combination"), Rathbones shareholders approved all resolutions.

Next Steps

In addition to approval by Rathbones shareholders, the Combination is also conditional upon, among other things:

·      the Financial Conduct Authority ("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;

·      no material adverse change having occurred in respect of either Rathbones or Investec W&I UK; and

·      certain regulatory approvals being obtained.

Subject to these factors, Completion is expected to occur either in late Q3 or early Q4 2023.

Resolutions

Full details of the resolutions passed are set out in the notice of the General Meeting contained in the combined prospectus and class 1 circular published by Rathbones on 1 June 2023 in connection with the Combination (the "Circular").

In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text of the resolutions passed at the General Meeting will be submitted to the National Storage Mechanism and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as on Rathbones' website www.rathbones.com/investor-relations/corporate-governance/general-meetings. 

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting held today. Each Rathbones shareholder, present in person or by proxy, was entitled to one vote per Rathbones Share held at the Voting Record Time.

	FOR*		AGAINST		VOTES CAST		WITHHELD**
	Number of Votes	% of Votes	Number of Votes	% of Votes	Number of Votes	% of Rathbones Shares in issue	Number of Votes
Ordinary resolution Approval of the acquisition by Rathbones Group Plc of Investec Wealth & Investment Limited	47,095,431	94.42	2,780,681	5.58	49,876,112	78.63	8,295
Ordinary resolution Authority to allot Rathbones Shares in connection with the Combination	47,019,046	94.28	2,850,563	5.72	49,869,609	78.62	14,798

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" the resolutions.

The number of Rathbones Shares in issue at the Voting Record Time of 6.30 p.m. (London time) on 21 June 2023 was 63,433,381.

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.

Enquiries

Rathbones Group Plc

Tel: [phone]   

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: [phone]

Peter Luck, Fraser Allan, Joshua Maguire, Oliver Elias, Alex Penney

Peel Hunt (Joint Corporate Broker to Rathbones)

Tel: [phone]
Andrew Buchanan, John Welch, Oliver Jackson, Sam Milford

Camarco (PR Adviser to Rathbones)                                                                                        

Tel: [phone]   

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.

 

END