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
Secure Trust Bank PLC (the "Company")
Results of Placing of 2,083,333 new Ordinary Shares and 1,041,667 Sale Shares of 40p each at £24.00 per share
Following the announcements released yesterday, the Company is pleased to announce the completion of the conditional Placing of new Ordinary Shares and existing Sale Shares.
The Company today announces that 2,083,333 new Ordinary Shares have been placed with institutional investors at a price of £24.00 per share (the "Placing Price") raising gross proceeds for the Company of £50m. In addition 1,041,667 Sale Shares have been sold to institutional investors at the Placing Price on behalf of Arbuthnot Banking Group PLC raising gross proceeds of £25m for Arbuthnot. The Placing Price represents a discount of 3.81 per cent. to the closing price on 19 June 2014. The new Ordinary Shares issued represent approximately 11.7 per cent. of the Enlarged Issued Share Capital of the Company.
The Placing is conditional on, among other things, the passing of the Resolutions at the Secure Trust Bank General Meeting to be held at 11.00 a.m. on 8 July 2014.
Application will be made for the new Ordinary Shares to be admitted to trading on the AIM market of the plc ("Admission"). It is expected that Admission will become effective and dealings in the new Ordinary Shares will commence at 8.00 a.m. on 9 July 2014.
The new Ordinary Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the existing Ordinary Shares.
The Company will today be posting a circular to shareholders convening the Secure Trust Bank General Meeting and containing further details on the Placing of the new Ordinary Shares and Sale Shares.
As a result of the Chairman's family interest in Arbuthnot of 55.08 per cent., the placing of the Sale Shares by Arbuthnot will be treated as a dealing by a director, as well as a dealing by a significant shareholder under AIM Rule 17 and accordingly the information required by Schedule Five of the AIM Rules is being announced by the Company. The Chairman and Arbuthnot have notified the Company that Arbuthnot has today placed 1,041,667 ordinary shares in Secure Trust Bank at a price of £24.00 per share. Following completion of the sale of the shares by Arbuthnot, Arbuthnot's interest in Secure Trust Bank will reduce to 53.26 per cent. of Secure Trust Bank's Enlarged Issued Share Capital. Arbuthnot has undertaken to vote in favour of the resolutions to be proposed at the Secure Trust Bank General Meeting.
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 PLC 0121 693 9100
Oriel Securities Limited (Joint Broker, Placing Agent and Joint Bookrunner) 0207 710 7600
Keefe, Bruyette & Woods Limited (Joint Bookrunner) 0207 663 3161
Canaccord Genuity Limited (NOMAD and Joint Broker) 0207 523 8000 / 0207 665 4500
Dan de Belder
This Announcement has been issued by, and is the sole responsibility of, the Company.
This Announcement provides information about the Placing, but does not invite participation in the Placing. 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 the 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 the 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 joint broker, placing agent and joint bookrunner to the Company in connection with the Placing and is acting exclusively for the Company and for no one else (other than Arbuthnot) in relation to the Placing and will not be responsible to any person other than the Company and Arbuthnot for providing the protections afforded to its clients or for advising any other person in relation to the Placing, Admission 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 Placing and is acting exclusively for the Company and for no one else (other than Arbuthnot) in relation to the Placing and will not be responsible to any person other than the Company and Arbuthnot for providing the protections afforded to its clients or for advising any other person in relation to the Placing, Admission 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 (other than Arbuthnot) in relation to the Placing and Admission and will not be responsible to any person other than the Company and Arbuthnot for providing the protections afforded to its clients or for providing advice in relation to the Placing, Admission or otherwise.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
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 or 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 and 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.