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.
20 June 2014
Arbuthnot Banking Group PLC ("Arbuthnot" or the "Company")
Results of sale of 1,041,667 ordinary shares in Secure Trust Bank PLC ("Secure Trust Bank")
Following the announcements released yesterday, Arbuthnot is pleased to announce the completion of the institutional placing of the Sale Shares.
Arbuthnot has entered into a binding agreement to sell 1,041,667 ordinary shares in Secure Trust Bank (the "Sale Shares") to institutional investors at £24.00 per share (the "Placing Price") raising gross proceeds of £25m for Arbuthnot. In addition Secure Trust Bank has placed 2,083,333 new ordinary shares in Secure Trust Bank at the Placing Price raising gross proceeds of £50m for Secure Trust Bank. The Placing Price represents a discount of 3.81 per cent. to the closing price on 19 June 2014. The Placing of new ordinary shares by Secure Trust Bank and the sale of the Sale Shares (together the "Transaction"), when completed, will reduce the Company's interest in Secure Trust Bank from 67.0 per cent. of the existing issued share capital to 53.26 per cent. of Secure Trust Bank's Enlarged Issued Share Capital.
The Placing is conditional on, among other things, the passing of the resolutions proposed at the Secure Trust Bank General Meeting to be held at 11.00 a.m. on 8 July 2014. The Company supports the Placing and has undertaken to vote in favour of the resolutions to be proposed at the Secure Trust Bank General Meeting.
The placing of the Sale Shares, when completed, will raise approximately £24.4 million, net of estimated expenses, for the Company. The Company intends to use the proceeds and capital generated from the Sale to support the growth of Arbuthnot Latham & Co and to invest in, and develop over time, other businesses in accordance with the Company's strategy. The Transaction is not expected to be accounted for as part of the profit before tax for the consolidated group accounts, but will directly increase the reserves and accordingly the regulatory capital resources of the group by £73.15m.
The sale of the Sale Shares is treated as a substantial transaction under AIM Rule 12 and accordingly this announcement also contains information required by Schedule Four of the AIM Rules. Secure Trust Bank is, and following the Transaction will remain, a subsidiary of Arbuthnot and accordingly its results will continue to be consolidated into the Arbuthnot group financial statements. For the 2013 financial year Secure Trust Bank reported an underlying profit before tax of £25.2m and as a shareholder Arbuthnot received a dividend of 62.0 pence per Secure Trust Bank share.
Arbuthnot has confirmed that, following completion of the Transaction, it does not intend to sell any further ordinary shares in Secure Trust Bank before 19 December 2014, other than with the agreement of the Bookrunners.
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.
Secure Trust Bank has also made an announcement in relation to the completion of the Placing, which should be read in conjunction with this announcement.
For further information please contact:
Arbuthnot Banking Group PLC 0207 012 2400
Henry Angest (Chairman and Chief Executive Officer)
Andrew Salmon (Chief Operating Officer)
James Cobb (Group Finance Director)
David Marshall (Director of Communications)
Oriel Securities Limited (Sole placing agent and joint bookrunner) 0207 710 7600
Keefe, Bruyette & Woods Limited (Joint bookrunner) 0207 663 3161
Canaccord Genuity Limited (NOMAD) 0207 523 8000 / 0207 665 4500
Bell Pottinger 0207 861 3917
Dan de Belder
This Announcement has been issued by, and is the sole responsibility of, the Company.
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 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 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 placing agent and joint bookrunner to the Company in connection with the Sale and is acting exclusively for the Company and for no one else (other than Secure Trust Bank) in relation to the Sale and will not be responsible to any person other than the Company and Secure Trust Bank for providing the protections afforded to its clients or for advising any other person in relation to the Sale 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 Sale and is acting exclusively for the Company and for no one else (other than Secure Trust Bank) in relation to the Sale and will not be responsible to any person other than the Company and Secure Trust Bank for providing the protections afforded to its clients or for advising any other person in relation to the Sale 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 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 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.
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 and 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 or 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.