TIDMARBB TIDMSTB
RNS Number : 9786V
Arbuthnot Banking Group PLC
12 April 2019
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION TO BUY
SECURITIES IN ANY JURISDICTION, INCLUDING AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES.
ARBUTHNOT BANKING GROUP PLC
Result of Secondary Placing of holding in Secure Trust Bank PLC
("Secure Trust")
Arbuthnot Banking Group PLC ("Arbuthnot" or "the Group") is
pleased to confirm that further to the announcement released
yesterday, it has sold in an institutional placing 1,050,000
ordinary shares of 40 pence each ("Sale Shares"), held by its
subsidiary Arbuthnot Latham & Co., Limited, in the capital of
Secure Trust at a price of 1460 pence per share (the "Sale")
raising gross proceeds of approximately GBP15.3m.
Following the completion of the Sale, the Group will be
interested in 1,819,538 ordinary shares of 40 pence each in the
capital of Secure Trust, representing 9.85 per cent of Secure
Trust's issued share capital. As a result of this Sale and its
reduced holding, there will be a reduction of approximately GBP0.8
million in dividend income for the Group (based on the full year
dividend paid by Secure Trust in the year ended 31 December
2018).
The Sale is being managed by Shore Capital Stockbrokers Limited,
acting as sole bookrunner (the "Bookrunner") in relation to the
Sale.
Arbuthnot has agreed that, following completion of the Sale, it
will not, subject to customary exceptions, dispose of ordinary
shares in Secure Trust for a period of 180 days.
For further information contact:
ENQUIRIES:
Arbuthnot Banking Group 0207 012 2400
Sir Henry Angest, Chairman and Chief Executive
Andrew Salmon, Group Chief Operating Officer
James Cobb, Group Finance Director
Shore Capital (Bookrunner) 0207 408 4090
Malachy McEntyre
Henry Willcocks
Hugh Morgan
Daniel Bush
Stifel Nicolaus Europe Ltd trading as KBW (Nomad and Joint Broker) 0207 710 7600
Robin Mann
Gareth Hunt
Stewart Wallace
Numis Securities Ltd (Joint Broker) 0207 260 1000
Chris Wilkinson
Maitland
Sam Cartwright 020 7379 4415
Important Notice
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 (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); and (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE SALE SHARES MAY OTHERWISE LAWFULLY
BE 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.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any other jurisdiction in which such an offer or solicitation is
unlawful.
The Sale Shares have not been, and will not be, registered under
the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and the
securities laws of any relevant state or other jurisdiction of the
United States. There will be no public offering of the Sale Shares
in the United States or elsewhere.
The Sale 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
Sale or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
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 Arbuthnot or Shore
Capital, or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. Any failure to comply
with this restriction may constitute a violation of United States,
Canadian, Australian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Sale Shares in certain jurisdictions may be restricted by
law. No action has been taken by Arbuthnot, Shore Capital or any of
their respective affiliates that would, or which is intended to,
permit a public offer of the Sale Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Sale Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by
Arbuthnot and Shore Capital to inform themselves about and to
observe any applicable restrictions.
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 Shore Capital or by any of their
respective affiliates or agents 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 therefore is
expressly disclaimed.
Shore Capital is acting exclusively for Arbuthnot in connection
with the Sale and no-one else. They will not regard any other
person as their respective clients and will not be responsible to
anyone other than Arbuthnot for providing the protections afforded
to their respective clients, nor will they be responsible for
providing advice in relation to the contents of this announcement
or any transaction, arrangement or other matter referred to
herein.
Shore Capital and any of its respective affiliates acting as an
investor for its own account may participate in the Sale on a
proprietary basis and in that capacity, may retain, purchase or
sell for their own account such securities referred to herein. In
addition, they may enter into financing arrangements and swaps with
investors in connection with which they may from time to time
acquire, hold or dispose of such securities. Shore Capital does not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Sale Shares have been subject to a product approval process,
which has determined that the Sale Shares are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Sale Shares may
decline and investors could lose all or part of their investment;
the Sale Shares offer no guaranteed income and no capital
protection; and an investment in the Sale Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Offer. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Sale Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Sale Shares and determining appropriate distribution
channels.
Shore Capital Stockbrokers Limited is authorised and regulated
in the United Kingdom by the Financial Conduct Authority.
Forward-looking statements and projections
Certain statements in this announcement are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representation that such trends or events will continue in the
future.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DISDBGDSSBBBGCB
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