14th Jan 2005 13:51
Rathbone Brothers PLC14 January 2005 14 January 2005 For Immediate Release RATHBONE BROTHERS PLC Pre-conditional offer proposal for Rensburg plc Further to the announcement made by Rensburg plc ("Rensburg") today, the Boardof Rathbone Brothers Plc ("Rathbones") confirms that it has made an approach tothe Board of Rensburg and has made a pre-conditional offer proposal for thecurrent issued share capital of Rensburg. Rathbones is a leading provider of discretionary fund management and wealthmanagement services for private clients and trustees. Rathbones today announcesthat it had £7.7 billion in funds under management as at 31 December 2004.Rathbones' preliminary results announcement for the year ended 31 December 2004is currently expected to be released on 2 March 2005. On 10 December 2004 Rensburg announced the outline terms of a proposed mergerwith Carr Sheppards Crosthwaite Limited ("Carr Sheppards Crosthwaite"), asubsidiary of Investec plc ("Investec") which, if completed, would result inInvestec owning 63.6 per cent. of the issued share capital of the enlargedgroup. Having known Rensburg for many years and after assessing the terms ofthis proposed transaction, the Board of Rathbones concluded that there was meritin determining whether a combination of Rathbones and Rensburg could provide amore attractive proposition for Rensburg shareholders and create enhanced valuefor both sets of shareholders. Consequently, a preliminary meeting was arranged with the Chairman and the ChiefExecutive of Rensburg which then took place on 20 December 2004 at whichRathbones set out its views on a potential combination of Rathbones andRensburg, and the benefits for Rensburg shareholders, clients and employees.This meeting was followed by a formal letter from Rathbones' advisers to theChairman of Rensburg dated 22 December 2004 setting out a pre-conditional offerproposal, and requesting a further meeting with the management of Rensburg toagree a basis for a recommended transaction. The Board of Rensburg rejected thispre-conditional offer proposal on 5 January 2005. In order to evaluate thepotential combination further, the Board of Rathbones has requested a copy ofthe information relating to Rensburg provided to Investec, which Rensburg'sadvisers have confirmed will be forthcoming. The Board of Rathbones believes that a transaction between Rathbones andRensburg would enable the shareholders of the enlarged group to participate inthe benefits arising from such a combination. These would include: •strengthening Rathbones' position as a leading independent UK private client investment and wealth management firm with the enlarged group having offices covering most major UK centres; •an enlarged client base and increased scale, with approximately £11.5 billion of pro-forma funds under management including approximately £1.2 billion in unit trusts (see notes); •the potential for improved revenue growth; •the ability to offer a high quality service to clients, building on the recognised strengths of both groups and giving Rensburg's clients access to Rathbones' existing trust, offshore and tax services; •significant opportunities for operational efficiencies, utilising Rathbones' scaleable operating base; •excellent career opportunities for Rensburg management and staff, with a strong cultural fit between the two businesses; and •improved opportunities to capitalise on the sector's expected growth and further consolidation. Rathbones' proposal of 610 pence per Rensburg share, representing a 22 per cent.premium to the pre-suspension share price, to be satisfied in the form ofRathbones shares was made to the Board of Rensburg on the basis of a number ofpre-conditions and assumptions. These included: the recommendation of theRensburg board; cessation of the proposed merger of Rensburg and Carr SheppardsCrosthwaite; satisfactory completion of due diligence; and Rathbones'shareholder approval. The Board of Rathbones reserves the right to reconsiderthe requirement for any of these pre-conditions (other than Rathbones'shareholder approval). There is no certainty that any offer will be made andRathbones reserves the right to make any eventual offer at a price of more than610 pence per Rensburg share, or less than 610 pence per Rensburg share either(i) if the Board of Rensburg recommends an offer by Rathbones at a lower priceor (ii) if another offeror announces a firm intention to make an offer at alower price and to vary the nature and any mix of the consideration dependingupon, inter alia, its review of the information to be supplied by Rensburg andany discussions which are held. Further announcements will be made as and when appropriate. Mark Powell, Chairman of Rathbones, said:"We have known the team at Rensburg for many years and have huge respect fortheir achievements. "We believe a combination of Rathbones and Rensburg is an exciting prospect forthe shareholders, clients and staff of both groups and that, together, we cancreate the foremost independent private client firm in the UK." Ends Enquiries: Rathbone Brothers Plc 020 7399 0000Mark Powell, ChairmanAndy Pomfret, Chief Executive Financial Dynamics 020 7269 7127Andrew Waterworth 020 7269 7132Ed Gascoigne-Pees Dresdner Kleinwort Wasserstein 020 7623 8000Christopher Baird Hawkpoint 020 7665 4500Charles Williams Bridgewell 020 7003 3000Ben Money-Coutts Dresdner Kleinwort Wasserstein Limited ("DrKW"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingfor Rathbones and no one else in connection with this matter and will not beresponsible to anyone else other than Rathbones for providing the protectionsafforded to customers of DrKW or for giving advice in relation to this matter orin relation to the contents of this announcement. Hawkpoint Partners Limited ("Hawkpoint"), which is authorised and regulated inthe United Kingdom by the Financial Services Authority, is acting for Rathbonesand no one else in connection with this matter and will not be responsible toanyone else other than Rathbones for providing the protections afforded tocustomers of Hawkpoint or for giving advice in relation to this matter or inrelation to the contents of this announcement. Bridgewell Securities Limited ("Bridgewell"), which is authorised and regulatedin the United Kingdom by the Financial Services Authority, is acting forRathbones and no one else in connection with this matter and will not beresponsible to anyone else other than Rathbones for providing the protectionsafforded to customers of Bridgewell or for giving advice in relation to thismatter or in relation to the contents of this announcement. Notes to editors:Rathbones is a leading provider of discretionary fund management and wealthmanagement services for private clients and trustees. It specialises inproviding a personalised and professional investment management service forprivate individuals, their trusts, charities and pension funds and for theprofessional advisers of these clients. In addition, the Rathbones Group alsooffers trust, tax, financial planning and private banking services. Rathbones' strategy over recent years has been to improve the performance of itsexisting operations and pursue growth opportunities where they have beendemonstrably earnings enhancing. Rathbones had £7.7 billion in funds undermanagement as at 31 December 2004 (this figure includes £0.8 billion in RathboneUnit Trust Management Limited). It is quoted on the London Stock Exchange plc,employs approximately 750 people and has eight UK offices and overseas officesin Jersey, Switzerland and the British Virgin Islands. The Rensburg share price closed at 500p on 9 December 2004, the last trading daybefore its shares were suspended. The announcement issued by the Board ofRensburg on 10 December 2004 disclosed that Rensburg had funds under managementof £3.9 billion as at 31 May 2004 (of which £0.4 billion were in Rensburg FundManagement Limited). This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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