Results of General Meeting

RNS Number : 7267L

Secure Trust Bank PLC

08 July 2014

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notices' section.

8 July 2014

Secure Trust Bank PLC (the "Company")

Results of General Meeting

Following the announcements released on 19 June 2014 and 20 June 2014, the Company is pleased to announce that its shareholders approved all the resolutions proposed at the Company's General Meeting held today Tuesday 8 July 2014, in relation to the placing of existing and new shares with institutional investors (the "Placing").

Completion of the sale of 1,041,667 Sale Shares and placing of 2,083,333 Placing Shares is expected to take place following admission of the Placing Shares to trading on the AIM market of the London Stock Exchange, expected on 9 July 2014 ("Admission").

In conformity with the Disclosure and Transparency Rules, the Company's issued share capital on Admission will consist of 17,731,482 ordinary shares of 40p each with one vote for each share held. Therefore, the total number of voting rights in the Company will be 17,731,482.

Following Admission, the above figure (17,731,482 ordinary shares of 40p each) 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, the Company under the FCA's Disclosure and Transparency Rules.

This announcement should be read together with the announcement made by the Company at 6:10 p.m. on 19 June 2014 and all terms in this announcement have the meaning given to them in that announcement unless otherwise defined in this announcement.

For further information please contact:

Secure Trust Bank PLC                                                                                                                     0121 693 9100   

Paul Lynam

Neeraj Kapur                                                                                                                                                                      

Oriel Securities Limited (Joint Broker, Placing Agent and Joint Bookrunner)                     0207 710 7600

Robin Mann

Gareth Hunt

Stewart Wallace

Keefe, Bruyette & Woods Limited (Joint Bookrunner)                                                            0207 663 3161

Charles Lucas

Canaccord Genuity Limited (NOMAD and Joint Broker)                           0207 523 8000 / 0207 665 4500

Lawrence Guthrie

Sunil Duggal

Bell Pottinger

Ben Woodford

Dan de Belder

IMPORTANT NOTICES

This Announcement has been issued by, and is the sole responsibility of, the Company.

This Announcement provides information about the Placing, but does not invite participation in the Placing. This Announcement does not constitute, and the Company is not making, an offer to the public of transferable securities within the meaning of sections 85 and 102B of the Financial Services and Markets Act 2000 ("FSMA"). This Announcement is therefore not an approved prospectus for the purposes of section 85 of FSMA, and has not been prepared in accordance with the prospectus rules of the Financial Conduct Authority ("FCA") and as such neither its contents nor its issue have been approved by the FCA or by any authority which would be a competent authority for the purposes of any legislation that implements the Prospectus Directive.

This Announcement and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or any other state or jurisdiction into which the same would be unlawful. This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or acquire, or the solicitation of an offer to buy, sell, issue, or acquire any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which such offer, solicitation or sale would be unlawful. In particular, the Placing Shares and the Sale Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares or the Sale Shares is being made in the United States, Australia, Canada, Japan or the Republic of South Africa.

Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint broker, placing agent and joint bookrunner to the Company in connection with the Placing and is acting exclusively for the Company and for no one else (other than Arbuthnot) in relation to the Placing and will not be responsible to any person other than the Company and Arbuthnot for providing the protections afforded to its clients or for advising any other person in relation to the Placing, Admission or any matter referred to in this Announcement.

Keefe, Bruyette & Woods Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner to the Company in connection with the Placing and is acting exclusively for the Company and for no one else (other than Arbuthnot) in relation to the Placing and will not be responsible to any person other than the Company and Arbuthnot for providing the protections afforded to its clients or for advising any other person in relation to the Placing, Admission or any matter referred to in this Announcement.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is the Company's Nominated Adviser. The responsibilities of Canaccord Genuity Limited, as Nominated Adviser under the AIM Rules and the AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange and are not owed to the Company, any Shareholder or any Director of the Company or to any other person in respect of his or her decision to acquire Placing Shares or Sale Shares. Canaccord Genuity Limited is acting exclusively for the Company and for no one else (other than Arbuthnot) in relation to the Placing and Admission and will not be responsible to any person other than the Company and Arbuthnot for providing the protections afforded to its clients or for providing advice in relation to the Placing, Admission or otherwise.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

No representation or warranty, express or implied, is or will be made by or on behalf of any of Canaccord Genuity Limited, Oriel Securities Limited or Keefe, Bruyette & Woods Limited and no responsibility or liability is or will be accepted by any of Canaccord Genuity Limited, Oriel Securities Limited or Keefe, Bruyette & Woods Limited or any of their respective affiliates, as to the accuracy, completeness or verification of the information set out in this Announcement, and nothing contained in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Canaccord Genuity Limited, Oriel Securities Limited and Keefe, Bruyette & Woods Limited and each of their respective affiliates accordingly disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or any such statement.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

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