TIDMARBB TIDMSTB
RNS Number : 4789Z
Arbuthnot Banking Group PLC
27 May 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
FURTHER, 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 ANY ORDINARY
SHARES OF SECURE TRUST BANK PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
This announcement should be read in its entirety.
27 May 2016
Arbuthnot Banking Group PLC ("Arbuthnot" or the "Company")
Proposed sale of ordinary shares in Secure Trust Bank PLC
("Secure Trust")
Arbuthnot today announces its intention to sell approximately
5.8 million ordinary shares of 40 pence each in Secure Trust (the
"Sale Shares"), such amount to potentially increase subject to
additional demand being secured, representing approximately 31.9
per cent. of Secure Trust's existing issued share capital, by way
of a secondary placing to institutional investors only (the
"Sale"). The Sale is expected to be priced at GBP25 per Sale Share
(the "Sale Shares Price") which represents a 10.7 per cent.
discount to the closing price of Secure Trust's ordinary shares
(the "Ordinary Shares") as of 26 May 2016.
Assuming completion of the Sale, the Company's interest in
Secure Trust will reduce from 51.9 per cent. to approximately 20.0
per cent. of Secure Trust's issued share capital and would generate
gross proceeds of approximately GBP145 million for Arbuthnot.
The Company has been informed by Secure Trust that its
intention, conditional on completion of the Sale, would be to
commence a process to seek to move to a Premium Listing on the Main
Market of the London Stock Exchange. As part of the intended move
to the main market Secure Trust will address its Corporate
Governance structure and Sir Henry Angest, non-executive Chairman
of Secure Trust and Chairman and Chief Executive Officer of
Arbuthnot has signalled his intention to commence a search for a
new independent Non-Executive Chairman of Secure Trust.
Arbuthnot has also been informed by Secure Trust that the
special dividend of 165 pence per Secure Trust ordinary share
relating to the sale of the Everyday Loans Group, which was
conditionally announced on 17 March 2016 (the "Special Dividend"),
is not expected to be declared until after completion of the Sale.
The record date of the Special Dividend is also expected to be
after the Sale has completed and accordingly, assuming the Sale
completes, the Special Dividend relating to the Sale Shares would
be received by the holders of the Sale Shares at the record date
for the Special Dividend and not Arbuthnot. The Sale Shares rank
pari passu in all respects with the Ordinary Shares.
As the proposed Sale, if completed, would represent a
fundamental change of business for Arbuthnot under the AIM Rules
for Companies, the Sale will be conditional upon a resolution (the
"Resolution") being passed by Arbuthnot's shareholders at a general
meeting of Arbuthnot (the "General Meeting") and will also be
subject to the satisfaction or waiver of certain customary
conditions. Sir Henry Angest proposes to sign an irrevocable
undertaking to procure that the votes pertaining to his 55.08 per
cent. beneficial holding in Arbuthnot are cast in favour of the
Resolution and as such the Resolution is expected to be passed when
it is put to shareholders.
At the time of Secure Trust's admission to trading on AIM in
November 2011, the Company indicated that over time it would be
willing to see its interest in Secure Trust be further diluted to
allow Secure Trust to grow as the opportunities arose, in an
appropriate way, to enhance value for all of Secure Trust's
shareholders. The growth of Secure Trust in the last four and half
years has been substantial, and the Company believes that now is
the appropriate time to reduce its holding in Secure Trust to a
non-controlling position, in order to broaden the range of
strategic options available to Secure Trust.
The Company intends to use the proceeds and capital generated
from the Sale to accelerate the growth of Arbuthnot and its
subsidiaries, including the private and commercial banking business
within Arbuthnot Latham & Co., Limited, as well as to invest in
and develop over time other businesses in accordance with the
Company's strategy.
The Sale will be managed by Stifel Nicolaus Europe Limited
(trading as Keefe Bruyette & Woods), acting as sole bookrunner
(the "Bookrunner"). Non-binding indications of interest have been
received from institutional investors for all of the Sale Shares at
the Sale Shares Price. The book for the Sale will open with
immediate effect following this announcement. Final pricing and
allocations are expected to be announced as soon as practicable
following the closing of the book, which will be at the absolute
discretion of the Bookrunner. The Sale is not being
underwritten.
Arbuthnot has confirmed that, following completion of the Sale,
it does not intend to sell any further ordinary shares in Secure
Trust for at least 180 days following completion of the Sale, other
than with the agreement of the Bookrunner.
A further announcement will be made in due course.
Expected timetable
Expected closing of the book and 27 May 2016
announcement
------------------------------------- ----------------
Expected posting of the Arbuthnot 27 May 2016
circular
------------------------------------- ----------------
Expected date of the General Meeting 14 June 2016
------------------------------------- ----------------
Anticipated date of completion By 16 June 2016
of the Sale
------------------------------------- ----------------
Enquiries:
Arbuthnot Banking Group PLC
Sir Henry Angest, Chairman Tel: 020 7012 2400
and Chief Executive
Andrew Salmon, Group Chief
Operating Officer
James Cobb, Group Finance Director
David Marshall, Director of
Communications
------------------------------------ ---------------------
Stifel Nicolaus Europe Limited Tel: 020 7710 7600
(Sole bookrunner)
Robin Mann
Gareth Hunt
Stewart Wallace
Keefe, Bruyette & Woods
Charles Lucas
------------------------------------ ---------------------
Canaccord Genuity Limited Tel: 020 7665 4500
(Nominated Adviser)
Sunil Duggal
------------------------------------ ---------------------
Bell Pottinger Tel: 020 3772 2566
(Financial PR)
Ben Woodford
Zoe Pocock
------------------------------------ ---------------------
Disclaimer
Stifel Nicolaus Europe Limited (trading as Keefe Bruyette &
Woods) is acting on the Sale and will not be responsible to anyone
other than its client for providing the protections afforded to its
clients, nor for providing advice in relation to the Sale, the
contents of this announcement, or any transaction or arrangement
referred to herein.
Canaccord Genuity Limited 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 in relation to the Sale, the contents of
this announcement, or any transaction or arrangement referred to
herein. Canaccord Genuity Limited is acting exclusively for the
Company and for no one else in relation to the Sale and will not be
responsible to any person other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Sale.
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.
This announcement is for information purposes only and does not
constitute or form part of an offer or invitation to acquire or
dispose of any securities of Secure Trust, or constitute a
solicitation of any offer to purchase or subscribe for securities
in any jurisdiction, including Canada, Australia, Japan or the
Republic of South Africa.
Secure Trust's shares may not, directly or indirectly, be
offered or sold within Canada, Australia Japan or the Republic of
South Africa or offered or sold to a resident of Canada, Australia,
Japan or the Republic of South Africa. No public offering of
securities is being made in the United States or elsewhere.
Neither this announcement nor any copy of it may be taken, or
transmitted or distributed, directly or indirectly, in or into or
distributed to persons in, the United States of America, its
territories or possessions or to any US person (within the meaning
of Regulation S under the US Securities Act of 1933, as amended).
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into
Australia, Canada, Japan or the Republic of South Africa. Any
failure to comply with this restriction may constitute a violation
of United States, Australian, Canadian, Japanese or South African
securities laws.
The distribution of this announcement in certain other
jurisdictions may be restricted by law and persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions.
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE SALE. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT
RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS (1) IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(1) (E) OF EU DIRECTIVE 2003/71/EC,
AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING
DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT
MEMBER STATE (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS");
AND (2) IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (A)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED, (THE "ORDER") OR
(B) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER OR (C) ARE PERSONS
TO WHOM THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT
RELATES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR MADE (ALL SUCH
PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THE INFORMATION REGARDING THE SALE SET OUT IN
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
No prospectus or offering document has been or will be prepared
in connection with the Sale. Any investment decision to buy
securities in the Sale must be made solely on the basis of publicly
available information. Such information is not the responsibility
of and has not been independently verified by the Company or by
Stifel Nicolaus Europe Limited (trading as Keefe Bruyette &
Woods) or any of their respective affiliates.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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