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DJ Arbuthnot Banking Group PLC Proposed NEX Admission and Non-Voting Share Issue

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RNS Number : 6478X

Arbuthnot Banking Group PLC

01 May 2019

NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is not an admission document or a prospectus. This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction nor a solicitation of any offer to buy or subscribe for, any securities in any jurisdiction, nor shall it or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement does not constitute a recommendation regarding any securities. Prospective investors should not purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation.

1 May 2019

Arbuthnot Banking Group PLC

APPLICATION FOR ADMISSION TO THE NEX EXCHANGE GROWTH MARKET

AND

ISSUE OF ORDINARY NON-VOTING SHARES

Arbuthnot Banking Group PLC (the "Group", the "Company" or "ABG"), announces that it has today made an application for admission of the entire issued ordinary share capital of 15,279,322 ordinary shares of GBP0.01 each ("Ordinary Shares") to trading on the NEX Exchange Growth Market ("NEX Exchange"). The Group's Ordinary Shares will trade under the ticker NEX: ARBB and will continue to trade with the ISIN GB0007922338. The Ordinary Shares will continue to be admitted to trading on AIM (LSE:ARBB). Admission of the Ordinary Shares to trading on the NEX Exchange Growth Market is currently expected to occur on 17 May 2019.

In addition, as reported in the announcement of the Group's final results for the year ended 31 December 2018 on 28 March 2019, the Company has made an application for 152,621 new ordinary non-voting shares of GBP0.01 each ("Ordinary Non-Voting Shares") to be admitted to trading on the NEX Exchange Growth Market. The Ordinary Non-Voting Shares and will trade under the ticker NEX: ARBN and with the ISIN GB00BJRHYM66. The Ordinary Non-Voting Shares will not be admitted to trading on AIM.

The Ordinary Non-Voting Shares will be allotted and issued to the holders of Ordinary Shares appearing on the register of members of the Company at the close of business on 26 April 2019, on the basis of one Ordinary Non-Voting Share for every one hundred Ordinary Shares held ("Bonus Issue"). The Bonus Issue is subject to shareholder approval at the Company's Annual General Meeting on 9 May 2019, and is conditional on admission to trading on the NEX Exchange. Admission of the Ordinary Non-Voting Shares to the NEX Exchange Growth Market is currently expected to occur on 17 May 2019.

The Company's NEX Exchange Corporate Adviser is Grant Thornton UK LLP.

The information below is provided pursuant to the requirements of the NEX Exchange Growth Market Rules for Issuers.

Company Information

Arbuthnot Banking Group PLC is a UK incorporated holding company of a group primarily involved in banking and financial services including commercial banking, private banking, wealth planning and investment management. The Group's sector classification is Financial Services.

The Group's registered office is Arbuthnot House, 7 Wilson Street, London, EC2M 2SN. The telephone number of ABG is 020 7012 2400. The Group's corporate website, at which the information about the Company's business, its directors, financial reports and latest announcements are published and other investor related information as recommended by Rule 75 of the NEX Exchange Growth Market Rules can be found, is http://www.arbuthnotgroup.com/investor_relations.html.

ABG shares are currently only quoted and traded on the AIM Market of the London Stock Exchange ("AIM"). The Group was admitted to trading on AIM on 27 June 2005. ABG shares can be held and transferred electronically in accordance with the CREST Regulations. ABG shares may also be held in certificated form.

The Company is subject to the UK City Code on Takeovers and Mergers.

Directors

The Directors of the Company and their positions are as follows:

   -     Sir Henry Angest, Chairman and Chief Executive 
   -     James Robert Cobb, Group Finance Director 
   -     Ian Andrew Dewar, Independent Non-Executive Director 
   -     Sir Christopher John Rome Meyer, Independent Non-Executive Director 
   -     Andrew Alfred Salmon, Chief Operating Officer 
   -     Sir Alan Colin Drake Yarrow, Independent Non-Executive Director 

Directors' interests

Following admission of the Group's Ordinary Shares and Ordinary Non-Voting Shares to trading on the NEX Exchange ("Admission"), the interests of the Directors (including persons connected with the Directors within the meaning of section 252 of the Companies Act) in the issued share capital of the Company are expected to be as follows:

 
                                        At the date of this announcement 
 Director            Number of        Percentage of Ordinary   Number of     Percentage 
                      Ordinary         Share Capital            Ordinary      of Ordinary 
                      Shares with                               Non-Voting    Non-Voting 
                      Voting Rights                             Shares        Share Capital 
 Sir Henry Angest    8,351,401        56.1%                    83,513        56.1% 
 Andrew Salmon       51,699           0.3%                     516           0.3% 
 James Cobb          6,000            0.0%                     60            0.0% 
 Ian Dewer           -                -                        -             - 
 Sir Christopher     -                -                        -             - 
  Meyer 
 Sir Alan Yarrow     -                -                        -             - 
 

Substantial Shareholders

Following Admission, the interests of the Substantial Shareholders in the issued share capital of the Company are expected to be as follows:

 
 
 Shareholder                   Number of          Percentage       Number of     Percentage of 
                                Ordinary Shares    of Ordinary      Ordinary      Ordinary Non-Voting 
                                with Voting        Share Capital    Non-Voting    Share Capital 
                                Rights                              Shares 
 Sir Henry Angest              8,351,401          56.1%            83,513        56.1% 
 Liontrust Asset Management    993,028            6.7%             9,930         6.7% 
 Miton Asset Management        635,693            4.3%             6,356         4.3% 
 Slater Investments            595,638            4.0%             5,956         4.0% 
 Ronald Paston Esq             529,130            3.6%             5,291         3.6% 
 M&G Investment Management     527,268            3.5%             5,272         3.5% 
 

Following Admission, the number of ordinary shares with voting rights held in treasury is expected to be 390,274. The number of ordinary non-voting shares held in treasury is expected to be 3,902.

Shares in Public Hands

Per the definition set out under the NEX Exchange Growth Market Rules for Issuers, following Admission the percentage of ordinary shares with voting rights held in public hands is expected to be 34.45%. The percentage of ordinary non-voting shares held in public hands is also expected to be 34.45%.

This announcement, together with any documents incorporated by reference, shall be deemed to constitute an admission document for the purposes of rule 7 of the NEX Exchange Growth Market Rules for Issuers. It has not been examined or approved by NEX Exchange or the Financial Conduct Authority.

The directors of Arbuthnot Banking Group PLC accept responsibility for this announcement.

Contacts

 
Arbuthnot Banking Group PLC                        Tel: +44 (0) 20 
                                                    7012 2400 
 
Sir Henry Angest, Chairman and Chief Executive 
Andrew Salmon, Group Chief Operating Officer 
James Cobb, Group Finance Director 
Grant Thornton (Nominated Adviser and              Tel: +44 (0) 20 
 NEX Exchange Corporate Adviser)                    7383 5100 
 
  Colin Aaronson/ Samantha Harrison/ Ben Roberts/ 
  Niall McDonald 
 
  Numis Securities Limited (Joint Broker)            Tel: +44 (0) 20 
                                                     7260 1000 
 

Chris Wilkinson/ Stephen Westgate

 
 
  Shore Capital (Joint Broker)                   Tel: + +44 (0)20 
  Hugh Morgan/ Daniel Bush                       7408 4090 
  Maitland (Financial PR) 
  Neil Bennett / Jais Mehaji / Sam Cartwright    Tel: +44 (0) 20 
                                                 7379 5151 
 

IMPORTANT INFORMATION

This announcement does not constitute an offer to sell, or the solicitation of an offer or invitation to buy or subscribe for, securities in the Company in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore persons into whose possessions this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Ordinary Shares and the Ordinary Non-Voting Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S promulgated under the Securities Act).

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May 01, 2019 02:00 ET (06:00 GMT)

DJ Arbuthnot Banking Group PLC Proposed NEX -2-

Grant Thornton, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the proposed Admission and is not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Grant Thornton or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Grant Thornton's responsibilities as the Company's corporate adviser under NEX Rules will be owed solely to the NEX Exchange and not to the Company, to any of its directors or any other person in respect of a decision to acquire. Grant Thornton has not authorised nor has it approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by Grant Thornton or its affiliates as to any of its contents.

Shore Capital Stockbrokers Limited ("Shore Capital") is authorised and regulated by the FCA in the United Kingdom and acts as Joint Broker to the Company. Shore Capital will not regard any other person as its client and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement, arrangement or other matter referred to herein. Shore Capital has not authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by Shore Capital or its affiliates as to any of its contents. Neither Shore Capital nor any of its affiliates or any of their respective partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries or associated companies, in whatever form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

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.

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May 01, 2019 02:00 ET (06:00 GMT)