21 October 2021

Rathbone Brothers Plc

Completion of Acquisition and Issue of Equity

Rathbone Brothers Plc ("Rathbones") today announces that its acquisition of 100% of the issued share capital of CastleCo Limited, the holding company of the Saunderson House group ("Saunderson House"), previously announced on 23 June 2021, has now completed following receipt of FCA approval.

The initial consideration of £138.4m for the acquisition has been satisfied through the payment of £133.1m of cash (including repayment of £45.0m of debt) and the issue of 272,952 new ordinary Rathbones shares to Saunderson House management and employee sellers ("Initial Consideration Shares"). The Initial Consideration Shares equate in value to £5.2m at a fixed share price of £19.13 (the average price over the ten day period prior to 21 June 2021) and are locked up for three years from completion and contingent on continued employment of the recipient. Therefore the value of these shares will be charged to profit or loss over the required employment period in accordance with IFRS 3. The cash portion of the initial consideration will be capitalised.

Applications have been made to the FCA and the London Stock Exchange for the Initial Consideration Shares to be admitted to the premium listing segment of the Official List and to trading on the Main Market (together, "Admission"). It is expected that Admission of the Initial Consideration Shares will become effective and dealings will commence at 8.00 a.m. on 22 October 2021. The Initial Consideration Shares will rank pari passu with the existing issued shares of Rathbones.

Following Admission of the Initial Consideration Shares Rathbones will have 61,973,109 Ordinary Shares of 5p each in issue. Therefore, following Admission of the Initial Consideration Shares the total number of voting rights in the Company will be 61,973,109 (the "Voting Rights Figure"), and this Voting Rights Figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their voting rights interest, or a change to that interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

Rathbone Brothers Plc                                                                                                                 +44 (0) 20 7399 0000
Paul Stockton, Chief Executive

Jennifer Mathias, Finance Director

Shelly Patel, Head of Investor Relations                                                                                                                                       

RBC Capital Markets (Financial Adviser and Joint Corporate Broker to Rathbones)     +44 (0) 20 7653 4000
Oliver Asplin Hearsey

Marcus Jackson

Paul Lim

Elliot Thomas

Peel Hunt (Joint Corporate Broker to Rathbones)                                                                      +44 (0) 20 7418 8900

Andrew Buchanan

Rishi Shah

John Welch

Jock Maxwell Macdonald

Camarco (Communications Adviser to Rathbones)                                                                   +44 (0) 20 3757 4984
Ed Gascoigne-Pees

Julia Tilley

IMPORTANT NOTICES

RBC Europe Limited is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA, and is acting for the Company in connection with the Acquisition and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of RBC Europe Limited nor for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company in connection with the Acquisition and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt LLP nor for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.

This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.