NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
FURTHER, 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 ANY ORDINARY SHARES OF SECURE TRUST BANK PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
This announcement should be read in its entirety.
27 May 2016
Secure Trust Bank PLC ("Secure Trust" or the "Company")
Conditional sale by Arbuthnot Banking Group PLC ("Arbuthnot") of ordinary shares in Secure Trust
The Board of Secure Trust notes the announcement today from, and has today been informed by, Arbuthnot that it has conditionally sold 6,000,000 ordinary shares of 40 pence each in Secure Trust (the "Sale Shares"), representing 33.0 per cent. of Secure Trust's existing issued share capital by way of a secondary placing to institutional investors only (the "Sale"). The Sale was priced at £25 per Sale Share (the "Sale Shares Price") which represents a 10.7 per cent. discount to the closing price of Secure Trust's ordinary shares as of 26 May 2016.
Assuming completion of the Sale, Arbuthnot's interest in Secure Trust will reduce from 51.9 per cent. to 18.9 per cent. of Secure Trust's issued share capital.
The Company confirms that its intention, conditional on completion of the Sale, would be to commence a process to seek to move to a Premium Listing on the Main Market of the London Stock Exchange. As part of the intended move to the main market the Company will address its Corporate Governance structure and Sir Henry Angest, non-executive Chairman of Secure Trust and Chairman and Chief Executive Officer of Arbuthnot has signalled his intention to commence a search for a new independent Non-Executive Chairman of Secure Trust.
The Company also confirms that it continues to work on the satisfaction of the conditions required to permit the Board to declare the special interim dividend of 165 pence per ordinary share relating to the sale of the Everyday Loans Group which was conditionally announced on 17 March 2016. The special interim dividend is not expected to be declared until after completion of the Sale. The record date of the special dividend is also expected to be after the Sale has completed and accordingly, assuming the Sale completes, the special dividend relating to the Sale Shares would be received by the holders of the Sale Shares at the record date for the special dividend and not Arbuthnot.
Shareholders should read the announcement released by Arbuthnot today for further information in relation to the Sale.
Enquiries:
Secure Trust Bank PLC Paul Lynam, Chief Executive Officer Neeraj Kapur, Chief Financial Officer David Marshall, Communications Director |
Tel: 020 7012 2400 |
Stifel Nicolaus Europe Limited (Joint Broker) Robin Mann Gareth Hunt Stewart Wallace |
Tel: 020 7710 7600 |
Canaccord Genuity Limited (Nominated Adviser and Joint broker) Sunil Duggal Roger Lambert |
Tel: 020 7665 4500 |
Bell Pottinger (Financial PR) Ben Woodford Zoe Pocock |
Tel: 020 3772 2566 |
Disclaimer
Stifel Nicolaus Europe Limited (trading as Keefe Bruyette & Woods) is acting on the Sale and will not be responsible to anyone other than its client for providing the protections afforded to its clients, nor for providing advice in relation to the Sale, the contents of this announcement, or any transaction or arrangement referred to herein.
Canaccord Genuity Limited 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 in relation to the Sale, the contents of this announcement, or any transaction or arrangement referred to herein. 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.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This announcement is for information purposes only and does not constitute or form part of an offer or invitation to acquire or dispose of any securities of Secure Trust, or constitute a solicitation of any offer to purchase or subscribe for securities in any jurisdiction, including Canada, Australia, Japan or the Republic of South Africa.
Secure Trust's shares may not, directly or indirectly, be offered or sold within Canada, Australia Japan or the Republic of South Africa or offered or sold to a resident of Canada, Australia, Japan or the Republic of South Africa. No public offering of securities is being made in the United States or elsewhere.
Neither this announcement nor any copy of it may be taken, or transmitted or distributed, directly or indirectly, in or into or distributed to persons in, the United States of America, its territories or possessions or to any US person (within the meaning of Regulation S under the US Securities Act of 1933, as amended). Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into Australia, Canada Japan or the Republic of South Africa. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws.
The distribution of this announcement in certain other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
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 PERSONS (1) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1) (E) OF EU DIRECTIVE 2003/71/EC, AS AMENDED, INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMENDING DIRECTIVE 2010/73/EC TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (2) IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (A) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED, (THE "ORDER") OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.") OF THE ORDER OR (C) ARE PERSONS TO WHOM THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR 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.
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 the Company or by Stifel Nicolaus Europe Limited (trading as Keefe Bruyette & Woods) or any of their respective affiliates.
