TIDMARBB
RNS Number : 3288W
Arbuthnot Banking Group PLC
14 April 2023
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMED ("MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN
RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
For immediate release
14 April 2023
Arbuthnot Banking Group plc
Placing and Subscription raising approximately GBP12.0
million
Arbuthnot Banking Group plc (AIM: ARBB) ("Arbuthnot", the
"Company" or the "Group ") is pleased to announce an oversubscribed
conditional placing of and subscription for new voting ordinary
shares in the Company ("Ordinary Shares") at a price of 925 pence
per share (the "Placing Price"), raising approximately GBP12.0
million (before expenses) (the "Fundraising").
Fundraising highlights
-- Fundraising raising gross proceeds of approximately GBP1 2 .0 million by way of:
o a conditional agreement with Sir Henry Angest, Chairman and
Chief Executive of the Company, to subscribe for 729,843 new
Ordinary Shares (the " Subscription Shares ") at the Placing Price
to raise approximately GBP 6.75 million (the " Subscription ");
and
o a conditional placing to raise approximately GBP5.25 million
at the Placing Price through the issue of 567,454 new Ordinary
Shares (the "Placing Shares" and, together with the Subscription
Shares, the "New Ordinary Shares") to certain existing and new
institutional investors (the "Placing").
-- Following the announcement of the Group's final results on 30
March 2023, which reported a significant increase in profitability,
the net proceeds of the Fundraising will be used to enable the
Company to maintain its current loan growth momentum in 2023 and
beyond. It will also strengthen the Group's ability to take
advantage of the opportunities that are expected to emerge given
the current conditions in the non-bank lending markets despite the
increase in the countercyclical capital buffer in July 2023 from 1%
to 2%, which will increase the Group's regulatory capital
requirements.
-- The Group has benefitted in the past from its strong balance
sheet during times of greater turbulence in the financial and
banking markets. As at 31 December 2022, the CET1 ratio was 11.6%,
which the Fundraising will result in a pro forma increase of 80
basis points to 12.4%.
-- Shore Capital Stockbrokers Limited ("Shore Capital" or the
"Bookrunner") acted as Financial Adviser, Broker and Bookrunner in
connection with the Placing.
-- The New Ordinary Shares will represent approximately 8.0 per
cent. of the Company's issued Ordinary Share capital (excluding
390,274 Ordinary Shares held in Treasury) as enlarged by the New
Ordinary Shares ("Enlarged Ordinary Share Capital") and will be
issued fully paid and ranking pari passu in all respects with the
existing voting Ordinary Shares in issue. The New Ordinary Shares
will not be entitled to receive the final dividend declared in
respect of the financial year ended 31 December 2022.
-- The Placing Price represents a discount of approximately 3.4
per cent. to the closing middle market price of 957.5 pence per
Ordinary Share on 13 April 2023, being the last practicable date
before this announcement of the Fundraising.
-- The Placing and Subscription are conditional, amongst other
things, on the approval by Shareholders of resolutions to be
proposed at a general meeting of the Company which is expected to
be convened on 4 May 2023 (the "General Meeting") to approve the
issue of the New Ordinary Shares on a non pre-emptive basis (the
"Resolutions"), the admission of the New Ordinary Shares to trading
on AIM and AQSE and the Placing Agreement not having been
terminated. A circular (the "Circular") containing details of the
Fundraising and the notice of the General Meeting is expected to be
posted to Shareholders on or around 18 April 2023 and will include
instructions on how to vote at the General Meeting.
-- Subject to, inter alia, the passing of the Resolutions, the
New Ordinary Shares are expected to be admitted to trading on AIM
and AQSE on or around 5 May 2023.
Sir Henry Angest, Chairman and Group Chief Executive,
commented:
"The Group has invested over many years in developing Arbuthnot
Latham as a bank built on providing a high level of service and
strong client relationships. As our results announced on 30 March
2023 show, this business model is now delivering substantially
increased profits while maintaining strong capital and liquidity.
In the last few months, we have seen greater volatility and
uncertainty return to the banking sector, which represents a series
of potential opportunities for us to continue our rate of growth.
Against this backdrop we have decided to raise GBP12.0 million of
new equity capital to further strengthen our balance sheet to be
able to pursue these opportunities, whilst meeting the increase in
regulatory capital requirements being required by the regulator
across the banking sector."
General Meeting, admission and settlement
The Placing and Subscription are conditional, amongst other
things, upon the approval by Shareholders of the Resolutions at the
General Meeting, which is expected to be convened at the offices of
Arbuthnot at Arbuthnot House, 7 Wilson Street, London EC2M 2SN at
11.00 a.m. on 4 May 2023.
The Circular, containing details of the Fundraising and the
notice of the General Meeting, which is expected to be posted to
Shareholders on or around 18 April 2023, will include instructions
on how to vote at the General Meeting. The Circular, when
published, will be available on the Company's website at:
www.arbuthnotgroup.com.
Applications will be made to the London Stock Exchange and AQSE
for the New Ordinary Shares to be admitted to trading on AIM and
AQSE ("Admission"). Subject to, inter alia, the passing of the
Resolutions, it is expected that Admission will take place and
dealings will commence in the New Ordinary Shares at 8.00 a.m. on 5
May 2023.
Following Admission, the total number of ordinary shares of
GBP0.01 (1 penny) each with voting rights attached in the capital
of the Company will be 16,576,619, of which 390,274 are held in
Treasury. Therefore, the total number of voting rights in the
Company will be 16,186,345 upon Admission, and this figure may be
used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Director participation and Related Party Transaction
The participation of Sir Henry Angest, through Flowidea Limited
(a company of which he is the sole beneficial owner), in the
Subscription as a Director of the Company and a substantial
shareholder for the purposes of the AIM Rules and the AQSE Rules,
constitutes a related party transaction pursuant to each of Rule 13
of the AIM Rules and Rule 4.6 of the AQSE Rules.
Following Admission, the beneficial interest in the Ordinary
Shares of Sir Henry Angest will be as follows:
Shareholder Number of Percentage of Number of New Number of Percentage of
existing existing Ordinary Ordinary Shares Ordinary Shares Enlarged Ordinary
Ordinary Shares Share capital subscribed for following Share
(excluding Ordinary Admission Capital (excluding
Shares held in Ordinary Shares
treasury) held in treasury)
Sir Henry Angest 8,376,401 56.26% 729,843 9,106,244 56.26%
For the purpose of the AIM Rules, the directors of the Company
with the exception of Sir Henry Angest and Frederick Angest (the
"Independent Directors") consider, having consulted with Grant
Thornton, the Company's nominated adviser, that the terms of Sir
Henry Angest's participation in the Subscription are fair and
reasonable insofar as Shareholders are concerned. For the purposes
of the AQSE Rules, the Independent Directors consider that, having
exercised reasonable care, skill and diligence, the participation
by Sir Henry Angest in the Subscription is fair and reasonable as
far as Shareholders are concerned.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below.
Capitalised terms not otherwise defined in the text of this
Announcement are defined in the Appendix to this Announcement.
This Announcement should be read in conjunction with the full
text of the Circular to be posted to Shareholders, copies of which
shall be available on the Company's website at:
www.arbuthnotgroup.com .
The person responsible for arranging for the release of this
information on behalf of the Company is Andrew Salmon.
Enquiries:
Arbuthnot Banking Group plc 020 7012 2400
Sir Henry Angest, Chairman and Chief Executive
Andrew Salmon, Group Chief Operating Officer
James Cobb, Group Finance Director
Shore Capital (Financial Adviser, Broker and
Bookrunner) 020 7408 4090
Daniel Bush
David Coaten
Tom Knibbs
Lucy Bowden
Grant Thornton UK LLP (Nominated Adviser and
AQSE Corporate Adviser) 020 7383 5100
Colin Aaronson
Samantha Harrison
George Grainger
Ciara Donnelly
H/Advisors Maitland (Financial PR) 020 7379 5151
Sam Cartwright
IMPORTANT NOTICES
The distribution of this Announcement and/or information
relating to the Fundraising and/or issue of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been
taken by the Company or Shore Capital or any of their respective
affiliates, agents, directors, officers, consultants, partners, or
employees ("Representatives " ) that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Shore Capital to inform themselves
about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and 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.
Shore Capital Stockbrokers Limited and Shore Capital and
Corporate Limited (together "Shore Capital" or the "Bookrunner"),
are authorised and regulated by the Financial Conduct Authority
(the "FCA") in the United Kingdom and are acting exclusively for
the Company and no one else in connection with the Placing, and
Shore Capital will not be responsible to anyone (including any
subscribers pursuant to the Placing) other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing or any other matters referred to
in this Announcement. 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 its Representatives 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 therefor is
expressly disclaimed.
Grant Thornton UK LLP, is authorised and regulated by the FCA in
the United Kingdom. Grant Thornton UK LLP acts as nominated adviser
to the Company and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement. 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 Grant Thornton UK LLP or by any of its Representatives
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.
Grant Thornton UK LLP's responsibilities as the Company's nominated
adviser under the AIM Rules for Nominated Advisers are owed solely
to London Stock Exchange plc and are not owed to the Company or to
any director of the Company or to any other person.
None of the information in this Announcement has been
independently verified or approved by the Bookrunner or any of its
directors, officers, partners, agents, employees, affiliates,
advisors, consultants, or persons connected with them as defined in
the Financial Services and Markets Act 2000, as amended ("FSMA")
(together, "Affiliates") . Save for any responsibilities or
liabilities, if any, imposed on the Bookrunner by FSMA or by the
regulatory regime established under it, no responsibility or
liability whatsoever whether arising in tort, contract or
otherwise, is accepted by the Bookrunner or any of its Affiliates
whatsoever for the contents of the information contained in this
Announcement (including, but not limited to, any errors, omissions
or inaccuracies in the information or any opinions) or for any
other statement made or purported to be made by or on behalf of the
Bookrunner or any of its Affiliates in connection with the Company,
the Placing Shares, the Placing, or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this Announcement or its contents or otherwise in
connection with this Announcement or from any acts or omissions of
the Company in relation to the Placing. The Bookrunner and its
Affiliates accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by the
Bookrunner or any of its Affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult a
suitably qualified independent financial adviser.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
FORWARD LOOKING STATEMENTS
This Announcement may contain, or may be deemed to contain,
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings; the effect of
operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the
Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company and
the Bookrunner expressly disclaims any obligation or undertaking to
publish any updates or revisions to any forward-looking statements
contained in this Announcement to reflect any changes in the
Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is
based.
APPIX - EXTRACTS FROM THE CIRCULAR
Letter from the Chairman
1. Introduction
The Company has completed, conditional on Shareholder approval,
a Placing and Subscription for New Ordinary Shares at a price of
925 pence each with certain existing and new institutional
investors to raise approximately GBP12.0 million (before
commissions and expenses) (the "Fundraising").
It is proposed that the Net Proceeds will be used to enable the
Company to maintain its current loan growth momentum in 2023 and
beyond. It will also strengthen the Group's ability to take
advantage of the opportunities that are expected to emerge given
the current conditions in the non-bank lending markets despite the
increase in the countercyclical capital buffer in July 2023 from 1%
to 2%, which will increase the Group's regulatory capital
requirements. Further details of the rationale for the Fundraising
and the intended use of the Net Proceeds can be found in paragraph
2.4 below.
In order to maintain his beneficial shareholding of
approximately 56 per cent. of the Ordinary Shares, the Chairman and
Chief Executive of the Company, Sir Henry Angest, has agreed to
subscribe for 729,843 New Ordinary Shares pursuant to the
Subscription via Flowidea Limited, a company of which he is the
sole beneficial owner.
The purpose of the Circular is to set out the reasons for, and
provide further information on, the Fundraising, to explain why the
Board considers the Fundraising to be in the best interests of the
Company and its Shareholders as a whole and to convene the
necessary General Meeting at which resolutions will be proposed to
approve the issue of the New Ordinary Shares on a non-pre-emptive
basis.
2. Details of the Fundraising and use of proceeds
The Company has conditionally raised approximately GBP12.0
million (before commissions and expenses) through the conditional
placing of the Placing Shares and conditional issue of the
Subscription Shares at the Placing Price. The Placing Price
represents a discount of 3.4 per cent. against the mid-market
closing price on 13 April 2023, being the last practicable date
before the announcement of the Fundraising. The Group has
benefitted in the past from its strong balance sheet during times
of greater turbulence in the financial and banking markets. As at
31 December 2022, the CET1 ratio was 11.6%, which the Fundraising
will result in a pro forma increase of 80 basis points to
12.4%.
The New Ordinary Shares, when issued, will represent
approximately 8.0 per cent. of the Company's Enlarged Ordinary
Share Capital immediately following Admission. The New Ordinary
Shares will rank in full for all dividends made, paid or declared
on the Ordinary Shares by reference to a record date on or after
the date of Admission and otherwise equally with the Ordinary
Shares in issue from the date of Admission. It is expected that the
New Ordinary Shares will be admitted to trading on each of AIM and
AQSE on 5 May 2023. The New Ordinary Shares will not be entitled to
the final dividend payable in respect of the financial year ended
31 December 2022 which will be paid to Shareholders on the register
on 21 April 2023.
The Placing and Subscription (which are not being underwritten)
are conditional, amongst other things, upon:
(a) the Placing Agreement becoming unconditional in all respects
(save for Admission) and not having been terminated in accordance
with its terms prior to Admission;
(b) the Subscription Agreement not having been varied (other
than with the prior consent of Shore Capital) or terminated prior
to Admission;
(c) the Resolutions being approved at the General Meeting; and
(d) Admission of the New Ordinary Shares becoming effective on
or before 8.00 am on 5 May 2023, or such later date as the Company
and Shore Capital may agree, being no later than 8.00 am on 19 May
2023.
2.1. The Placing Agreement
Pursuant to the Placing Agreement, SCS has conditionally agreed
to use its reasonable endeavours, as agent for the Company, to
procure subscribers for the Placing Shares with certain
institutional and other investors.
The Placing Agreement contains warranties from the Company in
favour of Shore Capital in relation to, inter alia, the accuracy of
the information in the Circular and other matters relating to the
Company and the Group. In addition, the Company has agreed to
indemnify Shore Capital in relation to certain liabilities they may
incur in respect of the Placing. Shore Capital has the right to
terminate the Placing Agreement in certain circumstances prior to
Admission, in particular, in the event of a breach of the
warranties given in the Placing Agreement, the failure of the
Company to comply with its obligations under the Placing Agreement,
the variation or termination of the Subscription Agreement without
the prior consent of Shore Capital, the occurrence of a force
majeure event which in Shore Capital's opinion may be material and
adverse to the Group or the Placing, or a material adverse change
affecting the financial position or business or prospects of the
Group.
2.2. The Subscription Agreement
Pursuant to the terms of the Subscription Agreement, Sir Henry
Angest (via Flowidea Limited, a company of which he is the sole
beneficial owner), the Chairman and Chief Executive of the Company,
has agreed, subject to the satisfaction of certain conditions, to
subscribe for 729,843 new Ordinary Shares at the Placing Price. Sir
Henry Angest is interested in approximately 56 per cent. of the
voting rights in the Company and will remain interested in
approximately 56 per cent. of the voting rights in the Company
following Admission as a result of the Subscription.
2.3. Settlement and dealings
Applications will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM and to the
Aquis Exchange for the New Ordinary Shares to be admitted to
trading on AQSE. It is expected that Admission to each of AIM and
AQSE will become effective and that dealings in the New Ordinary
Shares will commence on 5 May 2023, subject to the passing of the
Resolutions at the General Meeting.
The New Ordinary Shares being issued pursuant to the Placing and
Subscription will, on Admission, rank in full for all dividends and
other distributions declared, made or paid on the Ordinary Shares
by reference to a record date on or after Admission and will
otherwise rank pari passu in all respects with the existing
Ordinary Shares. The New Ordinary Shares will not be entitled to
the final dividend payable in respect of the financial year ended
31 December 2022 which will be paid to Shareholders on the register
on 21 April 2023.
2.4. Rationale for the Fundraising and use of proceeds
In 2020, the Group articulated to Shareholders its "Future
State" capital allocation strategy, which set out its approach to
leverage its substantial deposit book to drive growth through its
lending businesses, which generate high returns on capital
employed, to grow net interest margins and returns on equity.
For the year ended 31 December 2022, the Group reported
significantly increased profitability, driven by higher net
interest margins as a result of the execution of its strategy,
combined with the increased Bank of England bank rate and a low
cost of deposits (as well as the benefit of a lag in the repricing
of deposits). In the current environment, the Group has continued
to grow its lending book whilst also tightening credit appetite.
Customer deposit balances reached GBP3.1 billion at the end of 2022
and the Board believes that the current market dislocation will
provide further opportunities to deliver continued lending growth,
whilst also allowing the Group to take advantage of opportunities
that may arise given current market conditions.
The increase in Group profitability has brought forward the
creation of capital to fund its continued growth. However, in order
to enable the Company to maintain its current loan growth momentum
in 2023 and beyond alongside the increase in the countercyclical
capital buffer ("CCyB") in July 2023 (further details of which are
set out below), the Company is seeking to raise approximately
GBP12.0 million (before commissions and expenses) pursuant to the
conditional Placing and Subscription.
Background to the CCyB
The increase in the CCyB in July 2023 mandated by the Prudential
Regulation Authority ("PRA") will require all banks to hold
additional capital balances. The CCyB is a macroprudential tool
that enables the PRA's Financial Policy Committee ("FPC") to adjust
the resilience of the banking system to the changing scale of risk
it faces over time. By increasing the CCyB when risks are judged to
be building up, banks will have an additional cushion of capital to
absorb potential losses. When threats to stability are judged to
have receded, or when credit conditions are weak and banks' capital
buffers are judged to be more than sufficient to absorb future
losses, the CCyB can be reduced by the FPC. By aligning resilience
with risk, the CCyB seeks to reduce the extent to which economic
shocks will be amplified by the banking system, including through
contracting the supply of credit and other services. The CCyB
applies to all banks, building societies and investment firms
(other than those exempted by the FCA) incorporated in the United
Kingdom. The CCyB is applied at both individual entity and
consolidated group levels. Each bank must calculate its
'institution-specific' CCyB rate, defined as the weighted average
of the CCyB rates in effect across the jurisdictions in which it
has credit exposures. The institution-specific CCyB rate is then
applied to the firm's total risk weighted assets.
The current UK CCyB rate is 1 per cent., which will increase to
2 per cent. with effect from 5 July 2023.
3. Related party transaction
The participation of Sir Henry Angest, through Flowidea Limited,
in the Subscription as a Director of the Company and a substantial
shareholder for the purposes of the AIM Rules and the AQSE Rules,
constitutes a related party transaction pursuant to Rule 13 of the
AIM Rules and Rule 4.6 of the AQSE Rules. Following Admission, the
beneficial interest in the Ordinary Shares of Sir Henry Angest will
be as follows:
Shareholder Number of existing Percentage of Number of Ordinary Percentage of Enlarged
Ordinary Shares existing Ordinary Share Shares following Ordinary Share
capital (excluding completion of the Capital (excluding
Ordinary Shares held in Fundraising Ordinary Shares held in
treasury) treasury)
Sir Henry Angest 8,376,401 56.26% 9,106,244 56.26%
Sir Henry Angest also holds a beneficial interest in 86,674
Ordinary Non-Voting Shares, representing 64.88 per cent. of the
Ordinary Non-Voting Shares in issue. No Ordinary Non-Voting Shares
are being issued pursuant to the Fundraising.
For the purpose of the AIM Rules, the Independent Directors
consider, having consulted with Grant Thornton, the Company's
nominated adviser, that the terms of Sir Henry Angest's
participation in the Subscription are fair and reasonable insofar
as Shareholders are concerned. For the purpose of the AQSE Rules,
the Independent Directors consider that, having exercised
reasonable care, skill and diligence, the participation by Sir
Henry Angest in the Subscription is fair and reasonable as far as
Shareholders are concerned.
4. General Meeting
Set out at the end of the Circular will be a notice convening
the General Meeting to be held at the offices of Arbuthnot at
Arbuthnot House, 7 Wilson Street, London EC2M 2SN on 4 May 2023 at
11.00 a.m., at which an ordinary and a special resolution will be
proposed which will, if passed, give the Directors authority to
allot up to 1,297,297 New Ordinary Shares on a non-pre-emptive
basis.
An ordinary resolution requires a simple majority of members
entitled to vote and present in person or by proxy to vote in
favour in order for it to be passed. A special resolution requires
a majority of at least 75 per cent. of members entitled to vote and
present in person or by proxy to vote in favour in order for it to
be passed.
5. Recommendation
The Directors consider the Fundraising to be in the best
interests of the Company and its Shareholders as a whole and
accordingly unanimously recommend Shareholders to vote in favour of
the Resolutions to be proposed at the General Meeting, as they
intend to do in respect of their beneficial holdings amounting, in
aggregate, to 8,460,162 existing Ordinary Shares, representing
approximately 56.82 per cent. of the issued Ordinary Share capital
of the Company.
Expected Timetable of Principal Events
2023
Publication of the Circular on or around 18 April
Latest time and date for receipt of proxy 11.00 a.m. on 2 May
votes for the General Meeting
General Meeting 11.00 a.m. on 4 May
Admission, completion of the Fundraising 8.00 a.m. on 5 May
and commencement of dealings in the New Ordinary
Shares
CREST accounts credited 5 May
Dispatch of share certificates in respect By 19 May
of the New Ordinary Shares
Notes:
1. Each of the times and dates above is indicative only and
subject to change. If any of the above times and/or dates change,
the revised times and/or dates will be notified by the Company to
Shareholders by announcement through a Regulatory Information
Service.
2. All of the times above refer to London time.
Definitions
"Act" the Companies Act 2006 (as amended);
"Admission" admission of the New Ordinary Shares to trading
on: (i) AIM becoming effective in accordance
with Rule 6 of the AIM Rules; and (ii) the AQSE
becoming effective;
"AIM" the AIM Market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the
London Stock Exchange from time to time;
"AQSE" AQSE Growth Market, Apex Segment;
"AQSE Rules" the rules governing companies whose securities
are traded on AQSE as published by the Aquis
Exchange from time to time being, in relation
to the Ordinary Shares, the rules set out in
the Aquis Exchange's APEX Rulebook;
"CCyB" countercyclical capital buffer;
"Circular" the circular to be sent to Shareholders containing
details of the Fundraising and the Notice of
General Meeting;
"Company" or "Arbuthnot" Arbuthnot Banking Group plc, a company incorporated
in England and Wales with company number 01954085;
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is
the operator (as defined in those regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001
(S.I. 2001 No. 3755);
"Directors" or the directors of the Company, or any duly authorised
"Board" committee thereof;
"Enlarged Ordinary the issued Ordinary Share capital of the Company
Share Capital" (excluding 390,274 Ordinary Shares held in Treasury)
as enlarged by the Placing Shares and the Subscription
Shares;
"Euroclear" Euroclear UK & International Limited, the operator
of CREST;
"Existing Shares" the 14,889,048 Ordinary Shares (which excludes
the 390,274 Ordinary Shares held in treasury)
and 152,621 Ordinary Non-Voting Shares in issue;
"FCA" the UK Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000 (as
amended);
"Fundraising" together the Placing and the Subscription;
"General Meeting" the general meeting of the Company to be held
at the offices of Arbuthnot at Arbuthnot House,
7 Wilson Street, London EC2M 2SN on 4 May 2023
at 11.00 a.m., notice of which will be set out
at the end of the Circular;
"Grant Thornton" Grant Thornton UK LLP, the Company's nominated
adviser and corporate adviser for the purposes
of the AIM Rules and AQSE Rules, respectively;
"Group" the Company and its subsidiaries from time to
time;
"Independent Directors" the Directors with the exception of Sir Henry
Angest and Frederick Angest;
"London Stock Exchange" London Stock Exchange plc;
"Net Proceeds" the gross proceeds of the Fundraising, less expenses
and commissions incurred;
"New Ordinary Shares" the Placing Shares and the Subscription Shares;
"Notice of General the notice convening the General Meeting which
Meeting" will be set out at the end of the Circular;
"Ordinary Non-Voting ordinary shares of GBP0.01 (1 penny) each without
Shares" voting rights attached in the capital of the
Company;
"Ordinary Shares" ordinary shares of GBP0.01 (1 penny) each with
voting rights attached in the capital of the
Company;
"Placing" the conditional placing of the Placing Shares
by SCS, as agent on behalf of the Company, pursuant
to the Placing Agreement;
"Placing Agreement" the conditional agreement dated 14 April 2023
and made between the Company and Shore Capital
in relation to the Placing;
"Placing Price" 925 pence per New Ordinary Share;
"Placing Shares" the 567,454 new Ordinary Shares to be issued
and allotted by the Company pursuant to the Placing;
"Resolutions" the resolutions set out in the Notice of General
Meeting;
"SCC" Shore Capital and Corporate Limited, the Company's
financial adviser;
"SCS" Shore Capital Stockbrokers Limited, the Company's
broker for the purposes of the AIM Rules and
the Fundraising;
"Shareholders" holders of Ordinary Shares and/or Ordinary Non-Voting
Shares, as the context requires;
"Shore Capital" SCC and/or SCS as the context requires;
"Subscription" the conditional subscription for 729,843 new
Ordinary Shares at the Placing Price pursuant
to the Subscription Agreement;
"Subscription Agreement" the conditional agreement dated 14 April 2023
and made between the Company and Flowidea Limited,
a company of which Sir Henry Angest is the sole
beneficial owner, in relation to the Subscription;
and
"Subscription Shares" the 729,843 new Ordinary Shares to be issued
and allotted by the Company pursuant to the Subscription.
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END
IOESFAFMLEDSEEL
(END) Dow Jones Newswires
April 14, 2023 12:30 ET (16:30 GMT)
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