TIDMNUM
RNS Number : 0059Q
Numis Corporation PLC
13 October 2023
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
FOR IMMEDIATE RELEASE
13 October 2023
RECOMMED CASH ACQUISITION
OF
Numis Corporation plc ("Numis")
BY
Deutsche Bank AG ("Deutsche Bank")
Scheme becomes Effective
On 28 April 2023, the Board of Numis and the Management Board of
Deutsche Bank announced that they had reached agreement on the
terms of a recommended all cash offer pursuant to which Deutsche
Bank will acquire the entire issued and to be issued ordinary share
capital of Numis (the "Transaction"). The Transaction is being
implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). Capitalised
terms used but not defined in this Announcement have the meanings
given to them in the scheme document published on 18 May 2023
containing the full terms and conditions of the Transaction (the
"Scheme Document").
The Board of Numis and the Management Board of Deutsche Bank are
pleased to announce that, further to the announcement on 11 October
2023 that the Court had approved the Scheme, the Court Order has
been delivered to the Registrar of Companies today and accordingly
the Scheme has become Effective in accordance with its terms.
Scheme Shareholders on the register of members of Numis at 6.00
p.m. on 12 October 2023 will be entitled to receive 339 pence in
cash for each Scheme Share held. Additionally, Scheme Shareholders
on the register of members of Numis at 6.00 p.m. on 12 October 2023
will be entitled to receive the Second Permitted Dividend of 5
pence in cash per Numis Share.
Settlement of the consideration to which any Scheme Shareholder
is entitled will be effected by the despatch of a cheque or
electronic payment to the Scheme Shareholder's specified account
(for Scheme Shareholders holding Scheme Shares in certificated
form) or the crediting of CREST accounts (for Scheme Shareholders
holding Scheme Shares in uncertificated form) as soon as
practicable and in any event not later than 14 days after the
Effective Date, being 27 October 2023.
In the case of Scheme Shares which have been issued or
transferred pursuant to the exercise of options or the vesting of
awards granted under the Numis Share Schemes after the making of
the Court Order on 11 October 2023 and prior to the Scheme Record
Time, being 6.00 p.m. on 12 October 2023, settlement of the
consideration and payments pursuant to the Second Permitted
Dividend to which any Numis Directors or employees of the Numis
Group is due in respect of those Scheme Shares will be effected
through Numis payroll reasonably promptly (but is not required to
be effected within 14 days of the Effective Date) subject to the
deduction of any applicable exercise price, income tax and national
insurance contributions or social security contributions or any
other required withholding in any relevant jurisdiction.
Suspension and cancellation of admission to trading of Numis
Shares
Trading in Numis Shares on AIM is expected to be suspended with
effect from 7.30 a.m. today and the cancellation of the admission
to trading of Numis Shares on AIM is expected to take place at 7.00
a.m. on 16 October 2023.
Board changes
Catherine James and Kathryn Gray have resigned from the Board of
Numis with effect from 13 October 2023. Alex Ham, Ross Mitchinson,
Andrew Holloway, Luke Savage and Richard Hennity will remain on the
Board of Numis. In addition, Henrik Johnsson, Andrea Cozzi, Vathany
Vijayaratna, Nicola Atkinson, Dominic Smyth and Christopher Jaques
have been nominated by Deutsche Bank and appointed to the Board of
Numis with effect from 13 October 2023.
Dealing disclosures
Numis is no longer in an "Offer Period" as defined in the Code
and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
Enquiries:
Deutsche Bank
+49 80 0910 8000
Ioana Patriniche - Head of Investor Relations
Silke-Nicole Szypa
Deutsche Bank, London Branch (Financial Adviser to Deutsche
Bank) +44 20 7545 8000
Daniel Ross
Derek Shakespeare
Oliver Ives
Nicholas Hunt
Lazard (Financial Adviser to Deutsche Bank) +44 20 7187 2000
Cyrus Kapadia
Nicholas Millar
Stephen Dibsdale
FGS Global (PR Adviser to Deutsche Bank) +44 20 7251 3801
James Murgatroyd
Charlie Chichester
Rory King
Numis (Communications) +44 7904 529 515
Noreen Biddle Shah
Fenchurch Advisory Partners (Financial Adviser to Numis) +44 20
7382 2222
Kunal Gandhi
Rob Williams
Richard Locke
Grant Thornton UK LLP (Nominated Adviser to Numis) +44 20 7383
5100
Philip Secrett
Harrison Clarke
FTI Consulting LLP (PR Adviser to Numis) +44 20 3727 1000
Edward Bridges
Daisy Hall
Cat Stirling
Ambrose Fullalove
Slaughter and May is acting as legal adviser, Cleary Gottlieb
Steen & Hamilton LLP is acting as US regulatory legal adviser
and Arthur Cox LLP is acting as Irish regulatory legal adviser to
Deutsche Bank.
Travers Smith LLP is acting as legal adviser, Latham &
Watkins LLP is acting as remuneration regulatory legal adviser and
Holland & Knight LLP is acting as US regulatory legal adviser
to Numis.
Important notices
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Transaction or
otherwise.
The Transaction will be made solely pursuant to the terms of the
Scheme Document, which contains the full terms and conditions of
the Transaction. Any decision in respect of, or other response to,
the Transaction should be made only on the basis of the information
in the Scheme Document.
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with the laws of England and Wales and the
Code 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 of jurisdictions outside England and
Wales. Nothing in this Announcement should be relied on for any
other purpose.
This Announcement does not constitute a prospectus or a
prospectus-equivalent document.
Disclaimers
Deutsche Bank is a joint stock corporation incorporated with
limited liability in the Federal Republic of Germany, with its head
office in Frankfurt am Main where it is registered in the
Commercial Register of the District Court under number HRB 30 000.
Deutsche Bank is authorised under German banking law. The London
branch of Deutsche Bank is registered in the register of companies
for England and Wales (registration number BR000005) with its
registered address and principal place of business at Winchester
House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank is
authorised and regulated by the European Central Bank and the
German Federal Financial Supervisory Authority (BaFin). With
respect to activities undertaken in the United Kingdom, Deutsche
Bank is authorised by the Prudential Regulation Authority. It is
subject to regulation by the Financial Conduct Authority and
limited regulation by the Prudential Regulation Authority. Details
about the extent of Deutsche Bank's authorisation and regulation by
the Prudential Regulation Authority are available from Deutsche
Bank on request.
Deutsche Bank, London Branch is acting as financial adviser to
Deutsche Bank and no-one else in connection with the matters
described in this Announcement and will not be responsible to
anyone other than Deutsche Bank for providing the protections
afforded to clients of Deutsche Bank, London Branch nor for
providing advice in connection with the subject matter of this
Announcement or any other matter referred to in this
Announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the UK by the Financial Conduct Authority, is acting
exclusively as financial adviser to Deutsche Bank and no one else
in connection with the matters set out in this Announcement and
will not be responsible to anyone other than Deutsche Bank for
providing the protections afforded to clients of Lazard nor for
providing advice in relation to the matters set out in this
Announcement. Neither Lazard nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Lazard in
connection with this Announcement, any statement contained herein
or otherwise.
Fenchurch Advisory Partners LLP, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Numis and no-one else in connection with
the Transaction described in this Announcement and accordingly will
not be responsible to anyone other than Numis for providing the
protections afforded to its clients nor for providing advice in
relation to the matters described in this Announcement.
Grant Thornton UK LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Numis and no-one else in connection with the
Transaction described in this Announcement and accordingly will not
be responsible to anyone other than Numis for providing the
protections afforded to its clients nor for providing advice in
relation to the matters described in this Announcement.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and
observe any applicable requirements. This Announcement has been
prepared for the purpose of complying with English law, the AIM
Rules and the Code and the 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 of jurisdictions
outside the UK.
Copies of this Announcement and any formal documentation
relating to the Transaction are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Transaction
is implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
The Transaction shall be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange and the AIM
Rules.
Notice to US investors in Numis
The Transaction relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act of 1934.
Accordingly, the Transaction and the Scheme will be subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules. If, in the future, Deutsche Bank exercises the right to
implement the Transaction by way of an Offer and determines to
extend the Offer into the United States, the Transaction will be
made in compliance with applicable United States laws and
regulations.
Financial information included in this Announcement has been or
will have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The receipt of cash pursuant to the Transaction by a US holder
of Numis Shares as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may be a taxable transaction for
United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax
laws. Each Numis Shareholder is urged to consult with independent
professional advisers immediately regarding the tax consequences of
the Transaction applicable to it.
It may be difficult for US holders of Numis Shares to enforce
their rights and any claim arising out of the US federal laws,
since Deutsche Bank and Numis are located in non-US jurisdictions,
and some or all of their officers and directors may be residents of
a non-US jurisdiction. US holders of Numis Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Transaction, passed upon the merits or fairness of the Transaction
or passed any opinion upon the accuracy, adequacy or completeness
of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
Publication on website and requesting hard copies
A copy of this Announcement will be available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on https://www.numis.com/investors by no later than
12 noon (London time) on the business day following the date of
this Announcement. The content of the website is not incorporated
into, and does not form part of, this Announcement.
In accordance with Rule 30.3 of the Code, Numis Shareholders,
persons with information rights and participants in the Numis Share
Schemes may request a hard copy of this Announcement by contacting
Computershare Investor Services PLC during business hours (8.30
a.m. to 5.30 p.m.) on +44 (0)370 707 1203 or by submitting a
request in writing to Computershare Investor Services PLC at The
Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. In accordance with
Rule 30.3 of the Code, you may also request that all future
documents, announcements and information to be sent to you in
relation to the Transaction should be in hard copy form.
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END
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