Rathbone Brothers Rathbone Brothers Plc : Result Of Equity Issue
June 14 2018 - 6:37AM
UK Regulatory
TIDMRAT
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
14 June 2018
Rathbone Brothers plc
Result of Placing
Further to the announcement earlier today in relation to the proposed
placing of ordinary shares, Rathbone Brothers Plc ("Rathbones" or the
"Company") is pleased to announce that it has successfully placed
2,400,000 ordinary shares (the "Placing Shares") with institutional
investors ("Placees") at a price of 2,500p per share (the "Placing
Price") via an accelerated bookbuild (the "Placing"). Peel Hunt LLP
("Peel Hunt") and RBC Europe Limited ("RBC") acted as joint bookrunners
in connection with the Placing.
The Placing has raised gross proceeds of GBP60 million (net proceeds
approximately GBP58 million). The Placing Shares being issued represent,
in aggregate, approximately 4.66 per cent of Rathbones issued ordinary
share capital prior to the Placing. The Placing Price represents a
discount of 0.08% to the closing price on 13 June 2018. The Placing
Shares will, when issued, be credited as fully paid and rank pari passu
with the existing ordinary shares in the capital of the Company
including the right to receive all future dividends and distributions
declared, made or paid after the date of issue of the Placing Shares.
Lindsell Train Ltd ("Lindsell Train") is a substantial shareholder of
the Company for the purposes of, and is therefore considered to be a
related party under, chapter 11 of the Listing Rules. Lindsell Train has
committed to subscribe for 280,000 Placing Shares in the Placing. Under
Listing Rule 11.1.10R, the participation in the Placing by Lindsell
Train constitutes a smaller related party transaction and as such does
not require the approval of independent ordinary shareholders of the
Company.
Application has been made for the admission of the Placing Shares to the
premium segment of the Official List of the Financial Conduct Authority
and to the London Stock Exchange for admission to trading of the
ordinary shares on its main market for listed securities (together,
"Admission"). It is expected that Admission will become effective at
8.00 a.m. on 18 June 2018 and that dealings in the Placing Shares will
commence at that time.
Following Admission, the total number of shares of the Company in issue
will be 53,886,992 and the total number of voting shares in the Company
will be 53,886,992.
This above figure 53,886,992 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.
Capitalised terms used but not defined in this announcement have the
same meanings as set out in the placing announcement of the Company
released at 07:00 AM on the date hereof.
The information contained in this announcement is inside information as
stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon
publication of this announcement, this inside information is now
considered to be in the public domain. The person responsible for
arranging this announcement on behalf of Rathbones is Ali Johnson,
Company Secretary.
Enquiries:
Rathbone Brothers Plc
Philip Howell, Chief Executive
Paul Stockton, Finance Director / Designate Managing
Director, RIM
Shelly Patel, Head of Investor Relations +44 (0) 20 7399 0000
RBC Capital Markets (Financial Adviser and Joint Corporate
Broker to Rathbones)
Oliver Asplin Hearsey
Duncan Smith
Marcus Jackson
Elliot Thomas +44 (0) 20 7653 4000
Peel Hunt (Joint Corporate Broker to Rathbones)
Adrian Haxby
Roger Lambert
Guy Wiehahn
Al Rae +44 (0) 20 7418 8900
Camarco (Communications Adviser to Rathbones)
Ed Gascoigne-Pees
Hazel Stevenson +44 (0) 20 3757 4984
This Announcement should be read in its entirety. In particular, you
should read and understand the information provided in the "Important
Notices" section of this Announcement.
IMPORTANT NOTICES
The distribution of this Announcement and the offering, placing and/or
issue of the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company, the Banks or any of
their respective affiliates that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons into
whose possession this announcement comes are required by the Company and
the Banks to inform themselves about and to observe any such
restrictions.
This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an offer to
buy, subscribe for or otherwise acquire securities in any jurisdiction
in which any such offer or solicitation would be unlawful. Any failure
to comply with this restriction may constitute a violation of the
securities laws of such jurisdictions.
This Announcement or any part of it 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
(including its territories and possessions, any state of the United
States and the District of Columbia (the "United States" or "US"),
Canada, Australia, South Africa, Japan or any other jurisdiction in
which the same would be unlawful. No public offering of the Placing
Shares is being made in any such jurisdiction.
The Placing Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws or with any securities regulatory authority of any state
or other jurisdiction of the United States, and accordingly the Placing
Shares may not be offered, sold, pledged or transferred, directly or
indirectly, in, into or 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
relevant state or jurisdiction of the United States. There is no
intention to register any portion of the offering in the United States
or to conduct a public offering of securities in the United States.
The Placing Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or
other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing
or the accuracy or adequacy of this Announcement. Any representation to
the contrary is a criminal offence in the United States.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement
is not an offer of securities for sale into the United States. The
securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is being
made in the United States.
RBC Europe Limited which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial Conduct
Authority (the "FCA") and the Prudential Regulation Authority, is acting
for the Company in connection with the Placing and no-one else and will
not be responsible to anyone other than the Company for providing the
protections afforded to clients of RBC Europe Limited nor for providing
advice in relation to the Placing or any other matter referred to in
this Announcement.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom
by the FCA, is acting for the Company in connection with the Placing and
no-one else and will not be responsible to anyone other than the Company
for providing the protections afforded to clients of Peel Hunt LLP nor
for providing advice in relation to the Placing or any other matter
referred to in this Announcement.
No representation or warranty, express or implied, is or will be made as
to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Bookrunners or by any of their respective
affiliates or their or their respective affiliates' agents, directors,
officers and employees, respectively, as to, or in relation to, the
accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
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.
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Rathbone Brothers Plc via Globenewswire
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Rathbone Brothers Plc via Globenewswire
http://www.rathbones.com/
(END) Dow Jones Newswires
June 14, 2018 07:37 ET (11:37 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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