TIDMSTB TIDMARBB
RNS Number : 4791Z
Secure Trust Bank 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
Secure Trust Bank PLC ("Secure Trust" or the "Company")
Proposed sale by Arbuthnot Banking Group PLC ("Arbuthnot") of
ordinary shares in Secure Trust
The Board of Secure Trust notes the announcement today from, and
has been informed by, Arbuthnot that it is intending 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 as of 26 May 2016.
The Company confirms 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 the
Company 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.
The Company also confirms that it continues to work on the
satisfaction of the conditions required to permit the Board to
declare the special interim dividend of 165 pence per ordinary
share relating to the sale of the Everyday Loans Group which was
conditionally announced on 17 March 2016. The special interim
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.
Shareholders should read the announcement released by Arbuthnot
today for further information in relation to the Sale.
Enquiries:
Secure Trust Bank PLC Tel: 020 7012 2400
Paul Lynam, Chief Executive
Officer
Neeraj Kapur, Chief
Financial Officer
David Marshall, Communications
Director
-------------------------------- -------------------
Stifel Nicolaus Europe Tel: 020 7710 7600
Limited
(Joint Broker)
Robin Mann
Gareth Hunt
Stewart Wallace
-------------------------------- -------------------
Canaccord Genuity Limited Tel: 020 7665 4500
(Nominated Adviser and
Joint broker)
Sunil Duggal
Roger Lambert
-------------------------------- -------------------
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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