Update on Combination with Investec W&I UK

Rathbones Group PLC

02 August 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

2 August 2023

Combination of Rathbones and Investec Wealth & Investment UK
Regulatory Update, Anticipated Completion Date and Second Interim Dividend

Regulatory Update and Anticipated Completion Date

Further to Rathbones Group Plc's ("Rathbones") announcement on 4 April 2023 that it 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 all regulatory clearances in respect of the Combination have been received.

Accordingly Completion of the Combination and Admission of the New Ordinary Shares is now anticipated to occur on 21 September 2023, subject to: (i) the Financial Conduct Authority ("FCA") and London Stock Exchange agreeing to admit the New Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities; and (ii) no material adverse change having occurred in respect of either Rathbones or Investec W&I UK.

Second Interim Dividend

Rathbones announced in its interim results on 26 July 2023 that, in the light of the upcoming Combination, and to ensure dividends paid remain appropriately aligned to earnings, it expected to bring forward payment of a portion of the final dividend for FY23 to shareholders on the register shortly prior to the completion of the Combination by way of a second interim dividend and that the final dividend in respect of FY23 will then be reduced accordingly. Further details of these arrangements will be announced in due course.

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 remains 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.

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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