Update on satisfaction of regulatory conditions

Numis Corporation PLC

28 September 2023

 

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

FOR IMMEDIATE RELEASE

28 September 2023

RECOMMENDED CASH ACQUISITION
OF
Numis Corporation plc ("Numis")
BY
Deutsche Bank AG ("Deutsche Bank")

Update on satisfaction of regulatory conditions and declaration of second permitted dividend

On 28 April 2023, the Board of Numis and the Management Board of Deutsche Bank announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which Deutsche Bank will acquire the entire issued and to be issued ordinary share capital of Numis (the "Transaction"). The Transaction is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), the full terms and conditions of which were contained in the scheme document published on 18 May 2023 (the "Scheme Document"). Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

On 21 June 2023, Numis announced that the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the resolution in connection with the implementation of the Scheme was passed by the requisite majority of Numis Shareholders at the General Meeting.

The Transaction and, accordingly, the Scheme are subject to the satisfaction (or, where applicable, the waiver) of the Conditions set out in Part 3 of the Scheme Document, including relating to the receipt of certain regulatory approvals from regulators in the UK, Ireland and the United States. 

Numis is pleased to confirm that the Conditions relating to the receipt of certain financial regulatory approvals (being those set out in paragraphs 3(B) to 3(D) of Part A of Part 3 of the Scheme Document) have been satisfied. This follows the Central Bank of Ireland's approval of the Transaction, notified to Deutsche Bank and Numis on 25 September 2023.

The CMA has responded to the briefing paper submitted by Deutsche Bank in respect of the Transaction to confirm that it has no further questions in relation to the Transaction and, as at the date of this announcement, has not otherwise opened an inquiry, or indicated in writing that it is still investigating whether to open an inquiry. Accordingly, Deutsche Bank and Numis are not aware of any fact or circumstance, as at the date of this announcement, that would result in any delay in the satisfaction of the CMA Condition set out in paragraph 3(A) of Part A of Part 3 of the Scheme Document beyond the expected date of the Sanction Hearing, being 11 October 2023.

The US Regulatory Condition set out in paragraph 3(E) of Part A of Part 3 of the Scheme Document is anticipated to be satisfied as at the expected date of the Sanction Hearing, being 11 October 2023.

Declaration of Second Permitted Dividend

The Board of Numis has declared an interim dividend of 5 pence per Numis Share, being the Second Permitted Dividend as set out in the Scheme Document. The Second Permitted Dividend will only be payable if the Scheme becomes Effective and will be paid to Numis Shareholders on the register of members of Numis at 6.00 p.m. on 12 October 2023.

Next steps and timetable

The Transaction and the Scheme remain subject to certain other Conditions, including sanction of the Scheme by the Court at the Sanction Hearing, which is expected to take place on 11 October 2023, the delivery of a copy of the Court Order to the Registrar of Companies for registration and the satisfaction (or, where applicable, the waiver) of the other Conditions to the Scheme, as set out in Part A of Part 3 of the Scheme Document. Subject to the satisfaction (or, where applicable, the waiver) of those conditions, the Scheme is expected to become effective on 13 October 2023.

An application will be made to the London Stock Exchange ("LSE") for the suspension of trading in Numis Shares on AIM with effect from 7.30 a.m. on 13 October 2023.

An application will be made to the LSE in relation to the cancellation of admission to trading of Numis Shares on AIM, which, subject to the Scheme becoming effective on 13 October 2023, is expected to take effect by 7.00 a.m. on 16 October 2023.

The expected timetable of principal events for the implementation of the Scheme is set out below.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown are London times. All dates and times are indicative only, are based on Numis' and Deutsche Bank's current expectations and are subject to change. If any of the key dates and/or times in this expected timetable change, the revised key dates and/or times will be notified to Numis Shareholders by announcement through a Regulatory Information Service, with such announcement also being made available on Numis' website at https://www.numis.com/investors.

Event	Time and/or date
Sanction Hearing (to sanction the Scheme)	11 October 2023
Last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Numis Shares	12 October 2023
Scheme Record Time	6.00 p.m. on 12 October 2023
Second Permitted Dividend Record Time	6.00 p.m. on 12 October 2023(1)
Suspension of dealings in Numis Shares on AIM	by 7.30 a.m. on 13 October 2023
Effective Date	13 October 2023(2)
Cancellation of admission to trading of Numis Shares on AIM	by 7.00 a.m. on 16 October 2023
Latest date for dispatch of cheques, and crediting of CREST accounts and processing electronic transfers due under the Scheme, including settlement of the Second Permitted Dividend	within 14 days of the Effective Date
Long Stop Date	31 March 2024(3)

(1)           The Second Permitted Dividend will be paid to Numis Shareholders on the register of members at 6.00 p.m. on 12 October 2023.  The Second Permitted Dividend will only be payable if the Scheme becomes Effective.

(2)           The Court Order approving the Scheme is expected to be delivered to the Registrar of Companies two Business Days after the date of the Sanction Hearing, such that the Effective Date is expected to be 13 October 2023. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date.

(3)           This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as Numis and Deutsche Bank may agree in writing (with the Panel's consent and as the Court may approve (should such approval(s) be required)).

Enquiries:

Deutsche Bank                                                                                                                               [phone]

Ioana Patriniche - Head of Investor Relations

Silke-Nicole Szypa

Deutsche Bank AG, London Branch (Financial Adviser to Deutsche Bank)                           [phone]

Daniel Ross

Derek Shakespeare

Oliver Ives

Nicholas Hunt

Lazard (Financial Adviser to Deutsche Bank)                                                                              [phone]

Cyrus Kapadia

Nicholas Millar

Stephen Dibsdale

FGS Global (PR Adviser to Deutsche Bank)                                                                                  [phone]

James Murgatroyd

Rory King

Numis (Communications)                                                                                                                [phone]

Noreen Biddle Shah

Fenchurch Advisory Partners (Financial Adviser to Numis)                                                        [phone]

Kunal Gandhi

Rob Williams

Richard Locke

Grant Thornton UK LLP (Nominated Adviser to Numis)                                                              [phone]

Philip Secrett

Harrison Clarke

FTI Consulting LLP (PR Adviser to Numis)                                                                                    [phone]

Edward Bridges

Daisy Hall

Cat Stirling

Ambrose Fullalove

Slaughter and May is acting as legal adviser, Cleary Gottlieb Steen & Hamilton LLP is acting as US regulatory legal adviser and Arthur Cox LLP is acting as Irish regulatory legal adviser to Deutsche Bank.

Travers Smith LLP is acting as legal adviser, Latham & Watkins LLP is acting as remuneration regulatory legal adviser and Holland & Knight LLP is acting as US regulatory legal adviser to Numis.

Important notices

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to buy any securities, any vote or approval in any jurisdiction pursuant to the Transaction or otherwise.

The Transaction will be made solely pursuant to the terms of the Scheme Document (or, if the Transaction is implemented by way of an Offer, the Offer Document), which contains the full terms and conditions of the Transaction. Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information in the Scheme Document (or, if the Transaction is implemented by way of an Offer, the Offer Document).

Numis and Deutsche Bank urge Numis Shareholders to read the Scheme Document (or, if the Transaction is implemented by way of an Offer, the Offer Document) carefully because it contains important information relating to the Transaction.

This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

This announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with the laws of England and Wales and the Code and 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 and Wales. Nothing in this announcement should be relied on for any other purpose.

Disclaimers

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request.

Deutsche Bank AG, London Branch is acting as financial adviser to Deutsche Bank and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Deutsche Bank for providing the protections afforded to clients of Deutsche Bank AG, London Branch nor for providing advice in connection with the subject matter of this announcement or any other matter referred to in this announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Deutsche Bank and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Deutsche Bank for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this announcement. Neither Lazard nor any of its 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 Lazard in connection with this announcement, any statement contained herein or otherwise.

Fenchurch Advisory Partners LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Numis and no-one else in connection with the Transaction described in this announcement and accordingly will not be responsible to anyone other than Numis for providing the protections afforded to its clients nor for providing advice in relation to the matters described in this announcement.

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Numis and no-one else in connection with the Transaction described in this announcement and accordingly will not be responsible to anyone other than Numis for providing the protections afforded to its clients nor for providing advice in relation to the matters described in this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe any applicable requirements. This announcement has been prepared for the purpose of complying with English law, the AIM Rules and the 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 the UK.

Copies of this announcement and any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Transaction is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Transaction shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the AIM Rules.

Notice to US investors in Numis

The Transaction relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. 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 of 1934. Accordingly, the Transaction and the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Deutsche Bank exercises the right to implement the Transaction by way of an Offer and determines to extend the Offer into the United States, the Transaction will be made in compliance with applicable United States laws and regulations.

Financial information included in this announcement has been or will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Transaction by a US holder of Numis Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may 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 Numis Shareholder is urged to consult with independent professional advisers immediately regarding the tax consequences of the Transaction applicable to it.

It may be difficult for US holders of Numis Shares to enforce their rights and any claim arising out of the US federal laws, since Deutsche Bank and Numis are located in non-US jurisdictions, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Numis Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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.

Neither the United States Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Transaction, passed upon the merits or fairness of the Transaction or passed any opinion upon the accuracy, adequacy or completeness of this announcement. Any representation to the contrary is a criminal offence in the United States.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference into this announcement) may contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of the Deutsche Bank Group and the Numis Group. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Deutsche Bank and the Deutsche Bank Group and Numis and the Numis Group to market risks, statements as to accretion and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "aims", "anticipate", "believe", "could", "estimate", "expect", "goals", "hopes", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will", "would" and similar terms and phrases.

By their very nature, forward-looking statements involve risks and uncertainties. There are a number of factors that could affect the future operations of Deutsche Bank and the Deutsche Bank Group and Numis and the Numis Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement.

Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which the Deutsche Bank Group and/or the Numis Group derives a substantial portion of its revenues and in which the Deutsche Bank Group and/or the Numis Group holds a substantial portion of its assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of Deutsche Bank's and/or Numis' strategic initiatives, the reliability of Deutsche Bank's and/or Numis' risk management policies, procedures and methods, and other risks referenced in Deutsche Bank's and/or Numis' filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in Deutsche Bank's SEC Form 20-F of 17 March 2023 under the heading "Risk Factors" (available at http://www.db.com/ir). These factors also should be considered by the reader.

Neither Deutsche Bank, Numis, the Wider Deutsche Bank Group nor the Wider Numis Group, nor any of their respective associates or directors, officers or advisers, provide 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 these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither Deutsche Bank, Numis, the Wider Deutsche Bank Group nor the Wider Numis Group is under any obligation, and each such person expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement, or incorporated by reference into this announcement, is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Numis or Deutsche Bank, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Numis or Deutsche Bank, as appropriate.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the 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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and requesting hard copies

A copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on https://www.numis.com/investors by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website is not incorporated into, and does not form part of, this announcement.

In accordance with Rule 30.3 of the Code, Numis Shareholders, persons with information rights and participants in the Numis Share Schemes may request a hard copy of this announcement by contacting Computershare Investor Services PLC during business hours (8.30 a.m. to 5.30 p.m.) on [phone] or by submitting a request in writing to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. In accordance with Rule 30.3 of the Code, you may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be in hard copy form.

 

END