Proposed Placing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

29 September 2015

Intended sale of Brooks Macdonald Group PLC shares by Chris Macdonald and Simon Jackson (the "Placing")

Peel Hunt LLP ("Peel Hunt") announces that Chris Macdonald intends to sell 523,000 existing ordinary shares in Brooks Macdonald Group PLC ("Brooks Macdonald" or the "Company") to institutional investors. In addition Simon Jackson intends to sell 49,000 existing ordinary shares from his SIPP. The combined total of 572,000 ordinary shares (the "Placing Shares") represents approximately 4.19 per cent. of the Company's issued share capital. Assuming that the placing is completed in full Chris Macdonald and Simon Jackson ("the Vendors") will retain beneficial interests in 2.29 per cent. and 0.22 per cent. respectively of the issued ordinary share capital of the Comany. Chris Macdonald has granted an option over additional shares to be exercised at Peel Hunt's discretion to satisfy further demand. Chris Macdonald has separately agreed to a lock-in arrangement in relation to the balance of his ordinary shares in the Company which will last until the second anniversary of the completion of the Placing.

The Placing will be conducted by means of an accelerated book build secondary placing to institutional investors. Peel Hunt has been appointed as sole book runner in respect of the Placing. The books of the Placing will open with immediate effect. The final price at which the Placing Shares are to be sold will be agreed by Peel Hunt and the Vendors at the close of the book build process. The results of the Placing will be announced as soon as practicable thereafter. The Placing Shares are expected to be sold on a T+2 basis.

The timing of the closing of the books will be at the absolute discretion of Peel Hunt and the Vendors. 

In relation to the Placing Chris Macdonald makes the following statement:

"We have come a long way since I co-founded the Company in 1991, Brooks Macdonald having recently reported £7.4 billion in assets under management and record profits for the year to 30th June 2015. We have a strong Board and management structure in place and have excellent growth prospects.

I have every confidence in the future of the business and intend to retain a significant personal shareholding in the Company. Nevertheless it is appropriate for me to diversify my personal financial risk profile having held a significant investment in the Company since its formation.

I intend to remain closely involved with the business I co-founded for the foreseeable future, with the nature of my role continuing to evolve in line with the development and growth of the Group. As Chief Executive my priority is to deliver the Group's growth ambitions."

Contacts

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY DIRECTED AT PERSONS WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); (2) IN THE UK ARE QUALIFIED INVESTORS (WITHIN SUCH MEANING) WHO ARE ALSO (A) "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (B) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING 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.

This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer or an invitation to acquire or dispose of or sell securities in any jurisdiction and in particular the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful.

The Placing Shares have not been, and will not be, registered under the Securities Act of 1933, as amended ("Securities Act") or under the securities laws of any State or other jurisdiction of the United States, and, absent registration, may not be offered or sold in 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. There will be no public offering of securities in the United States or elsewhere.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws.

The distribution of this announcement and the offering or sale of the shares in certain jurisdictions may be restricted by law. No action has been taken by the Vendors, Peel Hunt, or any of its affiliates that would, or which is intended to, permit a public offer of the shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Peel Hunt to inform themselves about and to observe any such restrictions.

Peel Hunt is acting for the Vendors only in connection with the Placing, and no one else, and will not be responsible to anyone other than to the Vendors for providing the protections offered to clients of Peel Hunt nor for providing advice in relation to the Placing. Peel Hunt is authorised by the Financial Conduct Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.