23rd Mar 2005 08:43
Rathbone Brothers PLC23 March 2005 23 March 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Rathbone Brothers Plc Response to the Rensburg plc announcement of 23 March 2005 The Board of Rathbone Brothers Plc ("Rathbones") notes the announcement byRensburg plc ("Rensburg") this morning of the terms of its proposed reversetakeover by Carr Sheppards Crosthwaite Limited ("Carr Sheppards Crosthwaite"), asubsidiary of Investec plc ("Investec"). Rathbones continues to believe that compelling strategic, operational andcommercial reasons for a combination of Rathbones and Rensburg exist. Rathbonesremain confident of the cultural fit, likely cost savings and the lowimplementation risk of bringing these two successful businesses together andcontinue to believe this would be of real benefit to the shareholders, clientsand staff of both groups. The Board of Rathbones reconfirms its revised pre-conditional offer proposal(the "Revised Offer Proposal") for the entire issued share capital of Rensburg,as previously announced on 27 February 2005 on the following terms: For each Rensburg share: • a fixed share exchange ratio of 0.74 new Rathbones shares (see note 1); and• 50 pence in cash, by way of a special dividend declared by Rensburg in conjunction with the transaction. On the basis of the closing price of Rathbones shares on 22 March 2005 of 813.5pence, the Revised Offer Proposal, together with the proposed special dividend,values each Rensburg share at 652 pence, a 30 per cent. premium to the price of500 pence at which Rensburg shares were suspended on 10 December 2004. Goingforward, the exact value of the Revised Offer Proposal will vary depending onthe Rathbones share price. In addition to these terms, Rensburg shareholderswould retain their right to receive Rensburg's proposed final dividend of 12pence per Rensburg share for the financial year ended 30 November 2004, payableon 8 April 2005. On 25 February 2005, the Rensburg board rejected the RevisedOffer Proposal. The Revised Offer Proposal remains subject to certainpre-conditions, including the recommendation of the Rensburg board (see note 2). The Board of Rathbones continues to review its options in respect of Rensburgand encourages Rensburg shareholders to take no action in respect of theproposed Carr Sheppards Crosthwaite transaction. The Board of Rathbones willmake a further announcement as soon as practicable. Enquiries Rathbone Brothers Plc 020 7399 0000Mark Powell, ChairmanAndy Pomfret, Chief Executive Financial Dynamics 020 7269 7132Ed Gascoigne-Pees 020 7269 7127Andrew Waterworth Dresdner Kleinwort Wasserstein Limited 020 7623 8000Christopher Baird Hawkpoint Partners Limited 020 7665 4500Charles Williams Bridgewell Securities Limited 020 7003 3000Ben Money-Coutts This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. The availability of any Offer to persons outside the United Kingdom, if made, may be affected by the laws of other jurisdictions. Such persons would need to inform themselves about and observe any applicable requirements of those jurisdictions. Unless Rathbones determines otherwise, any Offer will not be made, directly or indirectly, in or into, or by use of the mails or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facilities of a national securities exchange of, the United States, nor will any Offer be made in or into Canada, Australia or Japan and any Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement and any Offer announcement or documents are not being, and must not be, mailed or otherwise forwarded, distributed or sent, in whole or in part, in, into or from, the United States, Canada, Australia or Japan. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933 or an exemption from registration. Dresdner Kleinwort Wasserstein Limited ("DrKW"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingfor Rathbones Brothers Plc ("Rathbones") and no one else in connection with thismatter and will not be responsible to anyone else other than Rathbones forproviding the protections afforded to customers of DrKW or for giving advice inrelation to this matter or in 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 1. Fractions of new Rathbones shares will not be allotted or issued. 2. Rathbones' Revised Offer Proposal was made 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. As stated on 14 January 2005, the Board of Rathbonesreserves the right to reconsider its requirement for any of these pre-conditions(other than Rathbones' shareholder approval). There is no certainty that anyoffer will be made. 3. Rathbones reserves the right to make any eventual offer at a price of lessthan 610 pence per Rensburg share (being Rathbones' proposal of 14 January 2005)either (i) if the Board of Rensburg recommends an offer by Rathbones at a lowerprice or (ii) if another offeror announces a firm intention to make an offer ata lower 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
RathboneInvestec