TIDMBRW TIDM88DB
RNS Number : 4779A
Brewin Dolphin Holdings PLC
23 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
23 September 2022
RECOMMED CASH ACQUISITION
of
BREWIN DOLPHIN HOLDINGS PLC
by
RBC WEALTH MANAGEMENT (JERSEY) HOLDINGS LIMITED
(an indirect wholly-owned subsidiary of Royal Bank of
Canada)
to be effected by way of a scheme of arrangement under Part 26
of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 31 March 2022, the directors of Brewin Dolphin Holdings PLC
("Brewin Dolphin") and RBC Wealth Management (Jersey) Holdings
Limited ("Bidco"), an indirect wholly-owned subsidiary of Royal
Bank of Canada ("RBC"), announced that they had reached agreement
on the terms of a recommended acquisition by Bidco of the entire
issued and to be issued ordinary share capital of Brewin Dolphin
(the "Acquisition"), which is to be effected by way of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). The scheme document in
connection with the Acquisition was published on 22 April 2022 (the
"Scheme Document"). Capitalised terms used but not otherwise
defined in this announcement have the meanings given to them in the
Scheme Document.
Brewin Dolphin is pleased to announce that the High Court of
Justice of England and Wales has today made an order sanctioning
the Scheme under section 899 of the Companies Act 2006 pursuant to
which the Acquisition is being implemented.
Next steps
Brewin Dolphin hereby confirms that the Scheme Record Time for
the Scheme will be 6.00 p.m. on 27 September 2022. Scheme
Shareholders on Brewin Dolphin's register at the Scheme Record Time
will, upon the Scheme becoming effective in accordance with its
terms, be entitled to receive consideration as provided for in the
Scheme Document.
It is anticipated that the Effective Date of the Scheme will be
27 September 2022, which is when a copy of the Court Order is
expected to be delivered to the Registrar of Companies. There has
been no change to the expected timetable of principal events
relating to the Scheme that was set out in the appendix to the
announcement dated 13 September 2022.
As announced on 13 September 2022, a request has been made for
the suspension of the listing of Brewin Dolphin Shares on the
premium segment of the Official List and the admission to trading
of Brewin Dolphin Shares on the Main Market of the London Stock
Exchange (the "LSE") for listed securities and applications have
also been made to the Financial Conduct Authority ("FCA") and the
LSE in relation to the de-listing of Brewin Dolphin Shares from the
premium listing segment of the Official List of the FCA and the
cancellation of admission to trading of Brewin Dolphin Shares on
the Main Market of the LSE for listed securities.
The last day of dealings in, and for the registration of
transfers of, and disablement in CREST of, Brewin Dolphin Shares,
is expected to be 26 September 2022, and trading in Brewin Dolphin
Shares on the Main Market of the LSE will be suspended with effect
from 7.00 a.m. on 27 September 2022.
It is expected that, subject to the Scheme becoming Effective on
27 September 2022, the listing of Brewin Dolphin Shares on the
premium segment of the Official List and the admission to trading
of Brewin Dolphin Shares on the Main Market of the LSE will each be
cancelled with effect from 8.00 a.m. on 28 September 2022.
Further announcements will be made when the Scheme becomes
Effective and when the admission to listing and admission to
trading of Brewin Dolphin Shares have each been cancelled.
Enquiries:
Brewin Dolphin Holdings PLC +44 (0) 20 3201 4265
Siobhan Boylan (Chief Financial Officer)
Barclays Bank PLC (acting through its investment bank) +44 (0)
20 7623 2323
(joint financial adviser, joint corporate broker and joint Rule
3 adviser to Brewin Dolphin Holdings PLC)
Robert Mayhew
Callum West
Marco Dell'Aria Burani
Stuart Muress
Lazard & Co., Limited +44 (0) 20 7187 2000
(joint financial adviser and joint Rule 3 adviser to Brewin
Dolphin Holdings PLC)
William Rucker
Nicholas Millar
Denis Martin
Stephen Dibsdale
Liberum Capital Limited +44 (0) 20 3100 2000
(joint corporate broker to Brewin Dolphin Holdings PLC)
Richard Crawley
Cameron Duncan
Camarco
Ben Woodford +44 (0) 7990 653 341
Geoffrey Pelham-Lane +44 (0) 7733 124 226
RBC/Bidco
Melanie Rockliff (VP, Corporate Communications) +1
647-964-1423
Carol Key (Director, Communications WMI) +44 (0) 7701 396
234
Asim Imran (VP, Head of HR) +1 416-955-7804
Marco Giurleo (Senior Director, HR) +1 437-239-5374
RBC Capital Markets +44 (0) 20 7653 4000
(exclusive financial adviser to RBC and Bidco)
Oliver Asplin Hearsey
Paul Lim
Daniel Cohen
Daniel Gonzalez
Travers Smith LLP is retained as legal adviser to Brewin
Dolphin.
Norton Rose Fulbright LLP is retained as legal adviser to RBC
and Bidco.
Further Information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition will be made solely pursuant to the terms of the
Scheme Document, which, together with the Forms of Proxy, contains
the full terms and conditions of the Acquisition. Any voting
decision or response in relation to the Acquisition should be made
solely on the basis of the information contained in the Scheme
Document.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
This announcement and any documents referred to in it have been
prepared for the purpose of complying with English law, the City
Code on Takeovers and Mergers (the "Takeover Code") and the Listing
Rules and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside
England.
Important notices relating to financial advisers
RBC Europe Limited (trading as RBC Capital Markets) ("RBC
Capital Markets"), which is authorised by the Prudential Regulation
Authority ("PRA") and regulated by the FCA and the PRA in the
United Kingdom and a wholly owned subsidiary of Royal Bank of
Canada, is, acting for Bidco and RBC and no one else in connection
with the Acquisition and will not be responsible to anyone other
than Bidco and RBC for providing the protections afforded to
clients of RBC Capital Markets, or for providing advice in relation
to the Acquisition or any other matter referred to in this
announcement. Neither RBC Capital Markets nor its parent nor any of
its subsidiaries or affiliates (nor their respective directors,
officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of RBC Capital Markets in connection with this
announcement or any matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively as
joint financial adviser, joint Rule 3 adviser and joint corporate
broker to Brewin Dolphin and no one else in connection with the
Acquisition and will not be responsible to anyone other than Brewin
Dolphin for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the Acquisition or
any other matter referred to in this announcement. Neither Barclays
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Barclays in connection with this announcement, any
statement contained herein or otherwise.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as joint financial adviser and joint Rule 3 adviser to Brewin
Dolphin and no one else in connection with the Acquisition and will
not be responsible to anyone other than Brewin Dolphin for
providing the protections afforded to clients of Lazard nor for
providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither Lazard nor any of
its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this announcement, any
statement contained herein or otherwise.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as joint corporate broker to Brewin Dolphin and no one else in
connection with the Acquisition and will not be responsible to
anyone other than Brewin Dolphin for providing the protections
afforded to clients of Liberum nor for providing advice in relation
to the Acquisition or any other matter referred to in this
announcement. Neither Liberum nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Liberum in
connection with this announcement, any statement contained herein
or otherwise.
Overseas shareholders
The availability of the Scheme and the Acquisition to Overseas
Shareholders may be affected by the laws of the relevant
jurisdictions in which they are resident. Overseas Shareholders
should inform themselves of, and observe, any applicable
requirements. It is the responsibility of all Overseas Shareholders
to satisfy themselves as to their full compliance with the laws of
the relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents
which may be required, or the compliance with other necessary
formalities which are required to be observed and the payment of
any issue, transfer or other taxes due in such jurisdiction.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about
and observe such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement and
any accompanying documents have been prepared for the purposes of
complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside England.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this announcement and
all documents relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The Acquisition will be subject to the applicable requirements
of the Takeover Code, the Panel, the Listing Rules, the London
Stock Exchange and the FCA.
Further details in relation to Brewin Dolphin Shareholders in
overseas jurisdictions are contained in the Scheme Document.
Notice to US investors in Brewin Dolphin
Brewin Dolphin Shareholders in the United States should note
that the Acquisition relates to the securities of a company
incorporated in England and Wales and is proposed to be effected by
means of a scheme of arrangement under English law. This
announcement and certain other documents relating to the
Acquisition have been or will be prepared in accordance with
English law, the Takeover Code and UK disclosure requirements,
format and style, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the disclosure requirements of and practices applicable
in the United Kingdom to schemes of arrangement, which differ from
the disclosure requirements of the United States tender offer and
proxy solicitation rules. If, in the future, Bidco exercises the
right to implement the Acquisition by way of a Takeover Offer and
determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United
States laws and regulations, including any applicable exemptions
under the US Exchange Act.
Brewin Dolphin's financial statements, and all financial
information that is included in this announcement, or any other
documents relating to the Acquisition, have been or will be
prepared in accordance with International Financial Reporting
Standards and may not be comparable to financial statements of
companies in the United States or other companies whose financial
statements are prepared in accordance with US generally accepted
accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Brewin Dolphin Shares
pursuant to the Scheme will likely be a taxable transaction for
United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax
laws. Each Brewin Dolphin Shareholder is urged to consult their
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them.
It may be difficult for US holders to enforce their rights and
claims arising out of the US securities laws, since Bidco and
Brewin Dolphin are located in countries other than the US, and some
or all of their officers and directors may be residents of
countries other than the US. US holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, (to the extent applicable) Bidco,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in Brewin Dolphin outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be
made they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. Any information
about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
Forward Looking Statements
This announcement (including information incorporated by
reference into this announcement), oral statements made regarding
the Acquisition, and other information published by RBC, Bidco and
Brewin Dolphin contain statements which are, or may be deemed to
be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
RBC, Bidco and Brewin Dolphin about future events, and are
therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on RBC, Bidco and Brewin Dolphin, the expected timing
and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although RBC,
Bidco and Brewin Dolphin believe that the expectations reflected in
such forward-looking statements are reasonable, RBC, Bidco and
Brewin Dolphin can give no assurance that such expectations will
prove to be correct. By their nature, forward looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: the ability to complete the Acquisition;
the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed
terms; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general
economic and market conditions in the countries in which RBC, Bidco
and Brewin Dolphin operate; weak, volatile or illiquid capital
and/or credit markets; changes in the degree of competition in the
geographic and business areas in which RBC, Bidco and Brewin
Dolphin operate; and changes in laws or in supervisory expectations
or requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those expected, estimated
or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors.
Neither Bidco nor Brewin Dolphin, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. Given the risks and
uncertainties, you are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither Bidco nor Brewin Dolphin
is under any obligation, and RBC, Bidco and Brewin Dolphin
expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement, together with all information incorporated by
reference into this announcement, will be, available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on RBC's website at
https://www.rbc.com/investorrelations/offer-for-brewin-dolphin.html
and Brewin Dolphin's website at https://www.brewin.co.uk/RBCoffer
.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
Hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Brewin
Dolphin Shareholders, persons with information rights and
participants in the Brewin Dolphin Share Plans may request a hard
copy of this announcement by contacting Equiniti at Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA or by calling the
Shareholder Helpline between 8.30 a.m. and 5.30 p.m., Monday to
Friday excluding public holidays in England and Wales on
0333-207-6536 or if calling from outside the UK on +44
333-207-6536. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. For persons who
receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information be sent to them in
relation to the Acquisition in hard copy form.
Information relating to Brewin Dolphin Shareholders
Addresses, electronic addresses and certain other information
provided by Brewin Dolphin Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Brewin Dolphin may be provided to Bidco and/or RBC during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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END
SOAEAENDAELAEFA
(END) Dow Jones Newswires
September 23, 2022 06:07 ET (10:07 GMT)
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