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.
9 July 2014
Arbuthnot Banking Group PLC ("Arbuthnot" or the "Company")
Completion of sale of 1,041,667 ordinary shares in Secure Trust Bank PLC ("Secure Trust Bank")
Following the announcements released on 19 June 2014 and 20 June 2014 and the final conditions to the Placing Agreement entered into on 19 June 2014 being satisfied, Arbuthnot is pleased to announce that the sale of the 1,041,667 Sale Shares at £24.00 each to institutional investors has now completed.
Secure Trust Bank yesterday passed the required resolutions proposed at its General Meeting. The Company's holding in Secure Trust Bank is therefore reduced to 53.26 per cent. of Secure Trust Bank's Enlarged Issued Share Capital.
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 has also made an announcement in relation to the results of its General Meeting, which should be read in conjunction with this announcement.
For further information please contact:
Arbuthnot Banking Group PLC 0207 012 2400
Henry Angest (Chairman and Chief Executive Officer)
Andrew Salmon (Chief Operating Officer)
James Cobb (Group Finance Director)
David Marshall (Director of Communications)
Oriel Securities Limited (Sole placing agent and joint bookrunner) 0207 710 7600
Robin Mann
Gareth Hunt
Stewart Wallace
Keefe, Bruyette & Woods Limited (Joint bookrunner) 0207 663 3161
Charles Lucas
Canaccord Genuity Limited (NOMAD) 0207 523 8000 / 0207 665 4500
Lawrence Guthrie
Sunil Duggal
Bell Pottinger 0207 861 3917
Ben Woodford
Dan de Belder
IMPORTANT NOTICES
This Announcement has been issued by, and is the sole responsibility of, the Company.
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 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 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 placing agent and joint bookrunner to the Company in connection with the Sale and is acting exclusively for the Company and for no one else (other than Secure Trust Bank) in relation to the Sale and will not be responsible to any person other than the Company and Secure Trust Bank for providing the protections afforded to its clients or for advising any other person in relation to the Sale 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 Sale and is acting exclusively for the Company and for no one else (other than Secure Trust Bank) in relation to the Sale and will not be responsible to any person other than the Company and Secure Trust Bank for providing the protections afforded to its clients or for advising any other person in relation to the Sale 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 London Stock Exchange 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 in relation to the Sale and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Sale.
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 and 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 or 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.
