Recommended Cash Offer

Numis Corporation PLC

28 April 2023

 

Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This announcement contains inside information.

For immediate release

28 April 2023

Recommended Cash Offer

for

Numis Corporation Plc

by

Deutsche Bank AG

Summary and highlights

·      The Board of Numis and the Management Board of Deutsche Bank are pleased to announce that they have reached agreement on the terms of a recommended all-cash offer by Deutsche Bank for the entire issued and to be issued share capital of Numis. It is intended that the Transaction will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

·      Under the terms of the Transaction, Numis Shareholders will be entitled to receive:

350 pence for each Numis Share (the "Transaction Value")

valuing the entire issued and to be issued share capital of Numis at approximately £410 million.

·      The Transaction Value comprises for each Numis Share held as of the relevant record date:

o  339 pence in cash (the "Cash Consideration");

o  an interim dividend of 6 pence per Numis Share for the six months ended 31 March 2023, which is not conditional upon the Transaction becoming effective (the "First Permitted Dividend"); and

o  an additional interim dividend of 5 pence per Numis Share (the "Second Permitted Dividend"), which is conditional upon the Transaction becoming effective.

·      The Transaction Value represents:

o  a premium of 72 per cent. to the Closing Price of 204 pence per Numis Share on 27 April 2023 (being the last Business Day before this announcement); and

o  a premium of 60 per cent. to the volume-weighted average price of 219 pence per Numis Share for the three-month period ended 27 April 2023 (being the last Business Day before this announcement).

First Permitted Dividend and Second Permitted Dividend

·      In its interim results for the six months ended 31 March 2023, which Numis expects to announce on 5 May 2023, the Numis Directors intend to declare the First Permitted Dividend of 6 pence per Numis Share for the six months ended 31 March 2023 in accordance with Numis' existing dividend policy.  Numis Shareholders on the register of members of Numis as at the relevant record date will be entitled to receive the First Permitted Dividend, regardless of whether the Transaction becomes effective and without any reduction in the Cash Consideration payable if the Transaction becomes effective.  The First Permitted Dividend is expected to be paid on or about 23 June 2023 to Numis Shareholders on the register of members of Numis as at 19 May 2023.

·      The Numis Directors intend to declare the Second Permitted Dividend of 5 pence per Numis Share before the Effective Date, settlement of which will be conditional upon the Transaction becoming effective, payable to all Numis Shareholders on the register of members of Numis as at the relevant record date, which is expected to be 6.00 p.m. on the Business Day immediately after the date of the Scheme Court Hearing.  If the Transaction becomes effective, the Second Permitted Dividend will be paid not more than 14 days after the Effective Date.

·      Deutsche Bank will have the right to reduce the Cash Consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by Numis to Numis Shareholders other than the First Permitted Dividend and the Second Permitted Dividend.

Background to and reasons for the Transaction

·      The Transaction will allow Deutsche Bank to accelerate its Global Hausbank strategy by unlocking a much deeper engagement with the corporate client segment in the UK, enabling Deutsche Bank to become a leading provider to more than 170 corporate clients for their comprehensive financial and advisory needs.

·      The Management Board of Deutsche Bank and the Board of Numis are convinced that the Transaction represents an exciting strategic opportunity to combine Deutsche Bank's existing UK and Ireland corporate finance business with Numis to establish a leading force in UK investment banking with a prominent position across corporate broking, strategic advisory (including M&A and growth capital), equity and debt capital markets and equity research, sales and execution, and to leverage Deutsche Bank's comprehensive and global product offering across the Corporate Bank and the International Private Bank.

·      The UK is the largest investment banking market in Europe and Deutsche Bank has been evaluating how to accelerate the growth of its business in the UK. Numis is a diversified investment bank with a leading UK franchise and a long history of successfully delivering superior client service and growth and therefore represents a compelling strategic fit. Deutsche Bank and Numis strongly believe in the potential for the Transaction to unlock significant value within both the Numis and Deutsche Bank franchises.

·      Deutsche Bank's current UK and Ireland corporate finance operations serve domestic and international corporate and private equity clients with a full-service product offering. Deutsche Bank believes that Numis' corporate clients would benefit incrementally from certain services offered by Deutsche Bank, which at present Numis does not provide in-house, including its global M&A capability, debt capital markets, FX, corporate treasury, private banking services and broader balance sheet support. Similarly, a strengthened UK presence will enhance Deutsche Bank's ability to serve UK-based clients with global reach. The ability to provide a more comprehensive proposition may crystallise greater revenue opportunities within the combined corporate client base whilst also providing a broader platform to expand the attractiveness of the enlarged business to target new clients.

·      As one of the largest financial institutions globally, Deutsche Bank offers access to significant capital and operational resources, which help embed resilience across the Deutsche Bank platform and provide capacity for investment to capitalise on strategic opportunities through the cycle. The combination of Numis with Deutsche Bank's UK and Ireland corporate finance activities will further enhance the scale and resilience of the combined UK business and its ability to pursue its strategic objectives.

·      Deutsche Bank is confident that there is strong and complementary cultural alignment between Deutsche Bank and Numis, with a shared long-term focus on building both client and employee relationships as well as an ambition to take advantage of new growth opportunities. Deutsche Bank believes that both businesses have the same professional, high performance and client-centric cultures that will enable the combined business to deliver high quality client service. Numis has harnessed its agility as it has expanded in recent years which is important to both its people and clients.  It is the combined intent that such a mindset remains central to how the business continues to operate under new ownership. Numis' culture is a key contributor to its success and the quality of its platform and Deutsche Bank is focused on ensuring this is retained, while also allowing Numis to benefit from access to the significant resources of Deutsche Bank.

·      Deutsche Bank intends to co-brand with Numis for the relevant UK activities.

Numis Recommendation and Irrevocable Undertakings

·      The Numis Directors, who have been so advised by Fenchurch as to the financial terms of the Transaction, consider the terms of the Transaction to be fair and reasonable. In providing its advice to the Numis Directors, Fenchurch has taken into account the commercial assessments of the Numis Directors.  Fenchurch is providing independent financial advice to the Numis Directors for the purposes of Rule 3 of the Code.

·      Accordingly, the Numis Directors intend unanimously to recommend that Numis Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer) as the Numis Directors have irrevocably undertaken to do in respect of their own entire beneficial holdings, amounting to 4,795,099 Numis Shares in aggregate representing approximately 4.4 per cent. of Numis' issued share capital on 27 April 2023 (being the last Business Day before this announcement).

·      Deutsche Bank has also received an irrevocable undertaking from Aktieselskabet af 1.3.2017 to vote in favour of the Scheme (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of its entire beneficial holding of Numis Shares. The registered holder of Aktieselskabet af 1.3.2017's entire beneficial holding of Numis Shares is HSBC Global Custody Nominee (UK) Limited. Aktieselskabet af 1.3.2017 is an investment vehicle which is wholly-controlled and 95% owned by Anders Holch Povlsen (with the remaining 5% ownership interest held by members of his family). Aktieselskabet af 1.3.2017 is the beneficial owner of 25,078,486 Numis Shares in aggregate, representing approximately 22.8 per cent. of Numis' issued share capital on 27 April 2023 (being the last Business Day before this announcement).

·      Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

·      In light of the expected timetable to obtain certain required regulatory approvals, the Transaction is currently expected to complete during the fourth quarter of 2023, subject to the satisfaction or (where applicable) waiver of the Conditions and certain further terms set out in Appendix 1 to this announcement.

·      Commenting on today's announcement, Fabrizio Campelli, Head of Corporate Bank and Investment Bank at Deutsche Bank said:

"This Transaction is strongly aligned to our Global Hausbank strategy and has the potential to unlock significant value within both the Numis and Deutsche Bank franchises. We have been evaluating how to accelerate the growth of our business in the UK and, as a leading UK franchise with a long history of successfully delivering superior client service and growth, Numis represents a compelling strategic fit. The combination enables us to realise greater revenue opportunities across our shared client base and to deepen our engagement with UK corporates. There is strong and complementary cultural alignment between Deutsche Bank and Numis that will propel the combined business to deliver exceptional client service, and we look forward to welcoming Numis management and employees to the Deutsche Bank Group."

·      Commenting on the Transaction, Luke Savage, Chairman of Numis said:

"The Numis Board is pleased to announce its unanimous recommendation of this cash offer for Numis, which not only represents an attractive proposition for Numis shareholders, but also provides a significant opportunity for clients, employees and wider stakeholders through this highly complementary combination. Numis has built one of the UK's leading investment banking and equities franchises through an unwavering client centric culture, the quality of its people, excellence in execution and continued revenue diversification both internationally and into new business lines such as Growth Capital Solutions. The Numis Board is particularly pleased that Numis' autonomy and independence are seen by Deutsche Bank as key contributors to its culture and the quality of its platform and that Deutsche Bank is focused on ensuring this is retained, while also allowing Numis to benefit from access to the significant resources of Deutsche Bank. Together with the strengths of Deutsche Bank, we are confident the business will be even better positioned for the future, continuing to accelerate the delivery of exceptional outcomes for all stakeholders of our business."

This summary should be read in conjunction with the following full announcement and its Appendices.  The Transaction will be subject to the Conditions and other terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document.  Appendix 2 to the full announcement contains bases and sources of certain information contained in this announcement.  Details of the irrevocable undertakings received by Deutsche Bank are set out in Appendix 3 to the full announcement.  Certain terms used in this announcement are defined in Appendix 4 to the full announcement.

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)

Noreen Biddle Shah                                                                                                                                   [phone]

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 (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.

Inside Information

The information contained within this announcement is considered by Numis to constitute inside information as stipulated under the Market Abuse Regulations (EU) No.596/2014, which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

The person responsible for arranging the release of this announcement on behalf of Numis is Andrew Holloway, Chief Financial Officer.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities of Numis in any jurisdiction in contravention of applicable law.  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, together with any related forms of proxy, will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction.  Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme Document (or, if the Transaction is implemented by way of an Offer, the Offer Document).

Numis and Deutsche Bank will prepare the Scheme Document to be distributed to Numis Shareholders. 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) in full when it becomes available because it will contain important information relating to the Transaction.

This announcement does not constitute a prospectus or prospectus equivalent document.

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 ("Fenchurch"), 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.  In particular, the ability of persons who are not resident in the UK to vote their Numis Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.  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 and the Scheme documentation 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.

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 Deutsche Bank and its subsidiaries and subsidiary undertakings (together the "Deutsche Bank Group") and Numis and its subsidiaries and subsidiary undertakings (together 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.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 per cent. 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, 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 p.m. (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 a website and requesting hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on https://investor-relations.db.com and 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 referred to in this announcement 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 (8.30am to 5.30pm) on [phone] or by submitting a request in writing to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. If you have received this announcement in electronic form or via a website notification, a hard copy of this announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. 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.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate 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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Numis Shareholders, persons with information rights and other relevant persons for the receipt of communications from Numis may be provided to Deutsche Bank during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this announcement may have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, from another appropriate authorised independent financial adviser.

Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

This announcement contains inside information.

For immediate release.

28 April 2023

Recommended Cash Offer
for
Numis Corporation Plc
by
Deutsche Bank AG

Introduction

The Board of Numis and the Management Board of Deutsche Bank are pleased to announce that they have reached agreement on the terms of a recommended all-cash offer by Deutsche Bank for the entire issued and to be issued share capital of Numis.

1.     The Transaction

It is intended that the Transaction will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.  The purpose of the Scheme is to enable Deutsche Bank to acquire the entire issued and to be issued share capital of Numis.  

Under the terms of the Scheme, which will be subject to the Conditions and other terms set out in this announcement and to further terms to be set out in the Scheme Document, Numis Shareholders will receive:

350 pence for each Numis Share (the "Transaction Value")

valuing the entire issued and to be issued share capital of Numis at approximately £410 million.

The Transaction Value comprises for each Numis Share held as at the relevant record date:

o  339 pence in cash (the "Cash Consideration");

o  an interim dividend of 6 pence per Numis Share for the six months ended 31 March 2023, which is not conditional upon the Transaction becoming effective (the "First Permitted Dividend"); and

o  an additional interim dividend of 5 pence per Numis Share, which is conditional upon the Transaction becoming effective (the "Second Permitted Dividend").

The Transaction Value represents:

·      a premium of 72 per cent. to the Closing Price of 204 pence per Numis Share on 27 April 2023 (being the last Business Day before this announcement); and

·      a premium of 60 per cent. to the volume-weighted average price of 219 pence per Numis Share for the three-month period ended 27 April 2023 (being the last Business Day before this announcement).

Deutsche Bank will have the right to reduce the Cash Consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by Numis to Numis Shareholders other than the First Permitted Dividend and the Second Permitted Dividend.

In the event that the Transaction is to be implemented by way of an Offer (with the consent of the Panel and subject to the terms of the Co-operation Agreement), the Numis Shares will be acquired pursuant to the Offer, fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto.  Any new Numis Shares issued to Deutsche Bank pursuant to the Scheme will be issued on the same basis.

In light of the expected timetable to obtain certain required regulatory approvals, the Transaction is currently expected to complete during the fourth quarter of 2023, subject to the satisfaction or (where applicable) waiver of the Conditions and certain further terms set out in Appendix 1 to this announcement.

2.     First Permitted Dividend and Second Permitted Dividend

In its interim results for the six months ended 31 March 2023, which Numis expects to announce on 5 May 2023, the Numis Directors intend to declare the First Permitted Dividend of 6 pence per Numis Share for the six months ended 31 March 2023 in accordance with its existing dividend policy.  Numis Shareholders on the register of members of Numis as at the relevant record date will be entitled to receive the First Permitted Dividend, regardless of whether the Transaction becomes effective and without any reduction in the Cash Consideration payable if the Transaction becomes effective.  The First Permitted Dividend is expected to be paid on or about 23 June 2023 to Numis Shareholders on the register of members of Numis as at 19 May 2023.

The Numis Directors intend to declare the Second Permitted Dividend of 5 pence per Numis Share before the Effective Date, settlement of which will be conditional upon the Transaction becoming effective, payable to all Numis Shareholders on the register of members of Numis as at the relevant record date, which is expected to be 6.00 p.m. on the Business Day immediately after the date of the Scheme Court Hearing.  If the Transaction becomes effective, the Second Permitted Dividend will be paid not more than 14 days after the Effective Date.

3.     Information relating to Numis

Founded in 1989 and rebranded as Numis in 2000, Numis is an international investment bank with leading UK capital markets, advisory and equities franchises and a growing presence beyond the UK through its offices in Ireland and the United States. Numis was admitted to trading on AIM on 27 March 1996. Numis provides strategic advice and capital market connectivity to 166 retained corporate broking clients, of which 64 are part of FTSE 350, representing almost 20 per cent. of the index, with an average market capitalisation of £1.0 billion.

Employing 344 people, 94 per cent. of whom are based in its London office, Numis serves its clients across two divisions, investment banking and equities.  Its investment banking products and services include corporate broking, equity capital markets ("ECM"), mergers and acquisitions ("M&A") advisory, debt advisory and growth capital solutions ("GCS"), with Numis ranked fifth by value of total equity issuance transactions in the UK market[1].  Numis' equities products and services include sales and research, trading and sales trading and investment companies, with a 36-strong team of research analysts covering over 300 operating companies and a broad range of investment companies and a strong equity sales distribution platform with presence in London, New York and Dublin. 

Since 2016, Numis has diversified its strategy to grow its UK M&A franchise, expand its presence in advisory and ECM internationally and develop its private markets business. Together, these business lines now represent more than half of Numis' investment banking revenues.  This diversified business model has enabled Numis to deliver a resilient performance through the market cycle: as stated in its trading update for the six month period ended 31 March 2023, Numis enjoyed a record first half for advisory revenues with the outlook for M&A remaining encouraging, offset by a continued scarcity of UK capital markets transactions across the market driving lower revenues for ECM.  Numis also focuses on building trusted partnerships with clients: as at 31 March 2023, 109 of its 166 corporate clients had been with Numis for more than five years.

For the year ended 30 September 2022, Numis reported revenues of £144.2 million and profit before tax of £20.9 million. These results followed a record revenue figure for the year ended 30 September 2021, reflecting increased ECM and M&A activity emerging from the Covid-19 pandemic, followed by less favourable market conditions in 2022 caused by geopolitical and inflation concerns, leading to a decline in capital markets volumes and IPOs.  However, Numis recorded record advisory revenue for its second successive year and retained a strong balance sheet to maximise resilience and take advantage of future opportunities requiring capital. For the six months ended 31 March 2023, Numis has indicated revenues in the region of £64 million in its recent trading update.

4.     Information relating to Deutsche Bank

Headquartered in Frankfurt, Deutsche Bank is the largest bank in Germany and one of the largest financial institutions in the world, as measured by total assets of €1.3 trillion as of 31 December 2022.  As of that date, Deutsche Bank had over 84,000 full-time equivalent employees and operated in 58 countries with a network of over 1,500 offices.  The bank offers a wide variety of investment, financial and related products and services to private individuals, corporate entities and institutional clients around the world. Deutsche Bank generated €27.2 billion of revenue and €5.6 billion profit before tax in the twelve months to 31 December 2022 and had total shareholders' equity of €62.0 billion as of 31 December 2022, with a CET1 ratio of 13.4 per cent.

Deutsche Bank's Investment Bank is a core part of Deutsche Bank's global business, forming one of four operating divisions, alongside the Corporate Bank, Private Bank and Asset Management. 

Deutsche Bank's Investment Bank provides corporate and institutional clients with access to a comprehensive range of services, encompassing advisory, debt and equity issuance, financing, market making / liquidity provision and risk management solutions.  The division operates throughout EMEA, Americas and APAC, with a strategy that is focused upon operating in areas of competitive strength.  The successful execution of the Investment Bank's strategy since 2019 has created a well-positioned business.  Against key priorities of delivering sustainable revenue growth; client franchise improvements; and reduction of the legacy cost base, the Investment Bank has successfully delivered tangible improvements in its results over recent years and is now looking to supercharge this growth to help achieve Deutsche Bank's stated 2025 targets.

5.     Background to and reasons for the Transaction

The Transaction will allow Deutsche Bank to accelerate its Global Hausbank strategy by unlocking a much deeper engagement with the corporate client segment in the UK, enabling Deutsche Bank to become a leading provider to more than 170 corporate clients for their comprehensive financial and advisory needs.

The Management Board of Deutsche Bank and the Board of Numis are convinced that the Transaction represents an exciting strategic opportunity to combine Deutsche Bank's existing UK and Ireland corporate finance business with Numis to establish a leading force in UK investment banking with a prominent position across corporate broking, strategic advisory (including M&A and growth capital), equity and debt capital markets and equity research, sales and execution, and to leverage Deutsche Bank's comprehensive and global product offering across the Corporate Bank and the International Private Bank.

The UK is the largest investment banking market in Europe and Deutsche Bank has been evaluating how to accelerate the growth of its business in the UK. Numis is a diversified investment bank with a leading UK franchise and a long history of successfully delivering superior client service and growth and therefore represents a compelling strategic fit. Deutsche Bank and Numis strongly believe in the potential for the Transaction to unlock significant value within both the Numis and Deutsche Bank franchises.

Deutsche Bank's current UK and Ireland corporate finance operations serve domestic and international corporate and private equity clients with a full-service product offering. Deutsche Bank believes that Numis' corporate clients would benefit incrementally from certain services offered by Deutsche Bank, which at present Numis does not provide in-house, including its global M&A capability, debt capital markets, FX, corporate treasury, private banking services and broader balance sheet support. Similarly, a strengthened UK presence will enhance Deutsche Bank's ability to serve UK-based clients with global reach. The ability to provide a more comprehensive proposition may crystallise greater revenue opportunities within the combined corporate client base whilst also providing a broader platform to expand the attractiveness of the enlarged business to target new clients.

As one of the largest financial institutions globally, Deutsche Bank offers access to significant capital and operational resources, which help embed resilience across the Deutsche Bank platform and provide capacity for investment to capitalise on strategic opportunities through the cycle. The combination of Numis with Deutsche Bank's UK and Ireland corporate finance activities will further enhance the scale and resilience of the combined UK business and its ability to pursue its strategic objectives.

Deutsche Bank is confident that there is strong and complementary cultural alignment between Deutsche Bank and Numis, with a shared long-term focus on building both client and employee relationships as well as an ambition to take advantage of new growth opportunities. Deutsche Bank believes that both businesses have the same professional, high performance and client-centric cultures that will enable the combined business to deliver high quality client service. Numis has harnessed its agility as it has expanded in recent years which is important to both its people and clients.  It is the combined intent that such a mindset remains central to how the business continues to operate under new ownership. Numis' culture is a key contributor to its success and the quality of its platform and Deutsche Bank is focused on ensuring this is retained, while also allowing Numis to benefit from access to the significant resources of Deutsche Bank.

Deutsche Bank intends to co-brand with Numis for the relevant UK activities.

Assuming completion in the fourth quarter of 2023, Deutsche Bank anticipates that the Transaction will be EPS accretive from 2024 and will deliver an attractive return on regulatory capital consumed. The CET1 ratio impact at closing is expected to be approximately (9) basis points.

6.     Management, employees and locations

Strategic plans for Numis

Deutsche Bank intends that Numis will form the core of the combined business's corporate finance activities in the UK, servicing the combined UK corporate and institutional client base following completion of the Transaction. Save as set out below, Deutsche Bank does not expect the Transaction to materially impact Numis' existing business or clients except insofar as they will have access to the significant global resources and broader product offering of the Wider Deutsche Bank Group, including its M&A capabilities, global sector expertise and financing capabilities, as well as corporate treasury and private banking services. Following completion of the Transaction, Numis' risk and control functions and related policies will be aligned with those of Deutsche Bank.

Deutsche Bank's strategy for the combined business will remain focused on the UKI market and the rationale for the Transaction is driven to a significant degree by the exciting prospects presented by Numis' strong UK franchise. Deutsche Bank intends to co-brand with Numis for the relevant UK activities. In addition to its UK operations, Numis has an established US business and also opened an office in Ireland at the end of 2022, which largely market UK-listed companies and associated research into North American and Continental European institutions respectively. Deutsche Bank has an existing, established business in the US and its US strategy is unchanged by the Transaction. The same applies for Deutsche Bank's operations in the European Union, including Ireland. Within the first 12 months following completion of the Transaction, Deutsche Bank will determine whether and to what extent services currently rendered by Numis out of the US and Ireland may be provided out of Deutsche Bank's existing US and European operations respectively in the future. In doing so, Deutsche Bank will also look to benefit from the client relationships and expertise that Numis brings. Deutsche Bank and Numis will work to ensure that there is no impact on service for any corporate and institutional clients of the combined business through and following the integration.

Numis has a strong equity research, sales and trading operation which supports its corporate and institutional client base. Deutsche Bank believes that this research offering is highly complementary to Deutsche Bank's existing pan-European research offering and intends to combine and integrate the two platforms under common management, adopting Deutsche Bank's independent research model, with limited change to Numis' current equity research coverage of its corporate broking client base. The combined platform will encompass extensive coverage across UK and Continental European equities, fixed income and macroeconomic research. This will be complemented by a well-resourced equity sales offering across both generalist and specialist sales, and an execution function primarily focused on maintaining Numis' market share in UK equities. This enlarged offering will be of real value to the combined institutional client base.

Employees and management

There are approximately 344 employees within the Numis business, of which approximately 322 are employed in the UK, 12 are employed in the US and 10 are employed in Ireland.

Deutsche Bank recognises the importance of retaining Numis' employees. In particular, Deutsche Bank sees Numis' existing executive management team as integral in continuing to drive and build the success of the combined business. Deutsche Bank intends to merge most of its existing UKI corporate finance team of approximately 35 people into the combined business to create an integrated platform comprising Numis' and Deutsche Bank's existing capabilities and resources and to serve their combined corporate client base in the UK. Numis' Co-CEOs will lead the enlarged, combined UK business and represent the combined business in Deutsche Bank's relevant regional committees.

Critical to unlocking the strategic rationale of the Transaction will be a highly collaborative integration of the combined business, its people and to ensure clients benefit from the combined platform. As such, a Leadership Team comprising representatives from both Numis' current senior leadership team and Deutsche Bank will be established to ensure the combined client base gains access to, and benefits from, the combined resources and capabilities. It will also focus on growing the combined market share in the UK by leveraging the strong regional footprint of Numis with the global franchise of Deutsche Bank.

In addition to the Leadership Team, Deutsche Bank intends to establish an Integration Team with representatives from Numis and Deutsche Bank, led by Deutsche Bank's investment banking Global COO and by Numis' COO. The Integration Team will focus on harmonising policies, procedures and control functions and optimising operations across the combined business.

As a result of the Transaction and in light of the strategic plans for the combined Numis and Deutsche Bank franchises, in addition to natural attrition there may be headcount reductions which are not expected to be material. The Leadership and Integration Teams will collectively determine the need for, and focus of, any such headcount reductions, subject to any required consultation with employees and/or their representatives. The combined business's headcount and resources will be well positioned to meet the demands and expectations of the expanding client-base.

Following completion of the Transaction, it is proposed that Numis employees will be offered employment terms with Deutsche Bank (which will recognise their continuous service with Numis for all purposes except for Deutsche Bank's pension scheme offering, as further explained below), providing them with access to Deutsche Bank's broad range of employee benefits. Where appropriate, fixed pay of Numis employees will be reviewed in-line with the applicability of bonus caps under Deutsche Bank's compensation framework.

Save as set out above, Deutsche Bank does not expect any material change in the balance of skills and functions of employees and management of the combined business.

Deutsche Bank values the importance of effective governance and independent oversight and will, therefore, in the period between the date of this announcement and completion of the Transaction, explore the potential benefit of continuing to engage certain of Numis' current Non-executive Directors following completion of the Transaction. It is intended that, with effect from the Effective Date, all other Non-executive Directors of the Numis Board shall resign from their office as a director of Numis.

Deutsche Bank confirms that, following completion of the Transaction, the existing contractual and statutory employment rights of all management and employees of Numis and its subsidiaries will be fully safeguarded in accordance with applicable law.

Incentivisation and retention arrangements

Deutsche Bank greatly values the skills and experience of the existing management and employees of Numis who have built up strong client and internal relationships over many years.

As Numis transitions to Deutsche Bank's financial year and compensation cycle period ending 31 December and in addition to the bonus arrangements in respect of Numis' 2023 financial year as set out in the Co-operation Agreement (see summary in section 11), Deutsche Bank and Numis intend to commit to a transition bonus pool as set out in the Co-operation Agreement for the three months ending 31 December 2023 equating to 25 per cent. of the Numis bonus pool for the year ending 30 September 2023, with such transition bonuses being communicated and awarded in or around March 2024, subject to an employee's continued employment.

Deutsche Bank has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangement with any member of Numis' management team and does not intend that any such discussions will take place before completion of the Transaction.

Locations of business, fixed assets and headquarters

Other than as stated above in respect of Numis' US and Irish businesses, Deutsche Bank has no plans to change materially the locations of business or to redeploy the fixed assets of Numis. Deutsche Bank's UK headquarters will be moving to a new building at Moorfields starting towards the end of 2023. Numis' current headquarters are located at Gresham Street. Deutsche Bank intends to maintain Numis' Gresham Street location and, initially and as soon as practical after closing of the Transaction, co-locate Deutsche Bank's UKI corporate finance team with Numis. As the integration of the two businesses progresses, Deutsche Bank may decide to co-locate individual teams of the combined business either in Moorfields or Gresham Street according to the needs of the respective businesses and teams.

Research and development

Numis does not currently have a research and development function and Deutsche Bank has no plans in this regard except for equity research which is an integral part of Numis' franchise (as set out above in the strategic plans for Numis).

Maintenance of existing trading facilities

Numis shares trade on the London Stock Exchange. Prior to the Scheme becoming Effective, it is intended that application will be made to the London Stock Exchange for the cancellation of the admission to trading of Numis Shares on AIM, with effect from or shortly following the Effective Date, and to re-register Numis as a private company. Trading in Numis shares is expected to be suspended on or shortly before the Effective Date.

Pensions

Numis does not operate any defined benefit pension schemes. Numis currently operates a defined contribution pension scheme, to which Numis contributes 7 per cent. of an employee's basic salary and the employee is required to contribute a minimum of 2.5 per cent. As part of the Deutsche Bank employment contracts to be offered to UK Numis employees, the relevant Deutsche Bank entity will contribute to a defined contribution pension scheme on their behalf, at a rate of 10 per cent. of an employee's basic salary, subject to Deutsche Bank's 'company earnings cap' from time to time, with no requirement for the employee to make any contributions.

Deutsche Bank confirms that, following completion of the Transaction, it will comply with all applicable laws in connection with the provision of retirement benefits.

Post-offer undertakings

No statements in this section 6 constitute post-offer undertakings for the purposes of Rule 19.5 of the Code.

7.     Recommendation

The Numis Directors, who have been so advised by Fenchurch as to the financial terms of the Transaction, consider the terms of the Transaction to be fair and reasonable.  In providing its advice to the Numis Directors, Fenchurch has taken into account the commercial assessments of the Numis Directors.  Fenchurch is providing independent financial advice to the Numis Directors for the purposes of Rule 3 of the Code.

Accordingly, the Numis Directors intend unanimously to recommend that Numis Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer) as the Numis Directors have irrevocably undertaken to do in respect of their entire beneficial holdings, amounting to 4,795,099 Numis Shares in aggregate representing approximately 4.4 per cent. of Numis' issued share capital on 27 April 2023 (being the last Business Day before this announcement). 

8.     Background to and reasons for the recommendation

The Numis Directors believe that this Transaction represents a unique opportunity to accelerate Numis' strategy and deliver an even stronger and more compelling investment banking proposition for its clients and its people.

Over more than 30 years, Numis has successfully scaled its UK business to establish a leading UK investment banking franchise supported by one of the strongest UK equities platforms in the London market.  More recently, since 2016, Numis has been on a journey to grow and diversify its business by both product and geography to move beyond its historical core focus on UK capital markets.  This expansion not only enables Numis to serve its clients more holistically, but also to create a more diversified business model better protected against market volatility.  This has been demonstrated over the past 12 months with growth in advisory revenues helping to offset declining capital markets revenues during a period of historically low ECM activity.

The Numis Directors remain confident that the ongoing execution of Numis' strategy would continue to deliver growth and further diversification of its business.  However, the Numis Directors believe the Transaction helps to accelerate Numis' diversification strategy with the support and backing of a large global banking institution for which Numis' people, clients and capabilities are highly complementary.  More specifically, the Transaction will deliver clear strategic benefits to Numis' internal and external stakeholders.

Within investment banking, it will strengthen Numis' ECM franchise:

·      it builds on Numis' established market share in UK ECM, with the combined group ranking third by value of total equity issuance transactions in the UK market with more than 8 per cent. market share[2];

·      it will enable Numis to secure more senior roles in larger domestic and international ECM transactions (in particular Joint Global Coordinator roles), including winning an increasing proportion of larger domestic and international sponsor-backed IPOs, leading to greater ECM market share and an increase in average deal fees; and

·      it will give Numis significantly enhanced underwriting capability and capacity on equity raises given the strength and scale of the Deutsche Bank balance sheet.

It will support the continued growth of Numis' advisory business:

·      combining Numis' strong corporate broking relationships and depth of advisory talent with Deutsche Bank's complementary sector expertise and dedicated M&A execution capability will help to secure a greater share of M&A fees with more prominent roles in clients' M&A activities; and

·      Deutsche Bank's advisory capabilities in Europe, Asia and the US will support more cross-border M&A, which is especially important to Numis' growing FTSE 100 franchise.

The Transaction will also enable Numis to offer its corporate broking clients access to Deutsche Bank's broader capabilities including debt capital markets and leveraged financing solutions, as well as corporate lending, thereby increasing the fee wallet penetration of Numis' corporate broking client base over time.

The growth of Numis' GCS and broader private markets franchise can also be accelerated, with Deutsche Bank committing resource and capital to support its continued expansion and success. Deutsche Bank will invest behind Numis' global private markets ambition as a key diversification and growth opportunity, leveraging Deutsche Bank's existing sector knowledge and global footprint.

For Numis' Equities business, it is strategically attractive with limited overlaps with Deutsche Bank's existing capabilities.  Within equity research, Deutsche Bank's existing pan-European stock coverage is highly complementary with a number of sector specialisms that will be additive to Numis' current offering for its institutional clients.  The combined platform will encompass extensive coverage across UK and Continental European equities, fixed income and macroeconomic research, which will improve the offering for Numis' sales team to the benefit of their institutional clients. Numis' trading and sales-trading offering, focused on agency execution in UK equities, will be largely unchanged by the Transaction, with the potential to benefit from the broader institutional relationships that exist within Deutsche Bank. Numis' leadership team will have central roles in shaping the development of the combined Equities franchise within Deutsche Bank.

For Numis' people, this is also a compelling transaction:

·      Numis' employees will have key positions in the combined UK franchise to continue to drive growth alongside Deutsche Bank;

·      Numis' people will also benefit from additional Deutsche Bank resource to serve their clients, reflecting the scale and breadth of the Deutsche Bank group, including from its corporate and private banking propositions; and

·      There will be more international and diverse career opportunities for Numis' people as part of a larger global institution.

All of this is expected to be highly beneficial for Numis' corporate clients, who will benefit from access to a broader and more comprehensive proposition, without losing the entrepreneurial and independent spirit that has characterised Numis' success to date.

Additionally, the Numis Directors believe that the Transaction provides Numis Shareholders with a compelling value proposition.  At 350 pence for each Numis Share, the Transaction represents a highly attractive premium of 72 per cent. to the Closing Price of 204 pence per Numis Share on 27 April 2023 (being the last Business Day before this announcement).  Being satisfied in cash, the Numis Directors also recognise that the Transaction provides Numis Shareholders with an immediate and certain value that would otherwise be realised over time and subject to inherent risks, including an uncertain macroeconomic and market environment.

Having taken into account all of the above and the interests of all other relevant stakeholders, including Numis' shareholders, colleagues and clients, the Numis Directors intend unanimously to recommend that Numis Shareholders vote in favour of the Scheme (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer).

9.     Share Schemes

Participants in any Numis Share Schemes will be contacted regarding the effect of the Transaction on their rights under these schemes and provided with further details concerning the proposals which will be made to them in due course. Details of the proposals will be set out in separate letters to be sent to any participants in the Numis Share Schemes.

Details of the impact of the Scheme on each of the Numis Share Schemes will be set out in the Scheme Document.

10.   Financing of the Transaction

Deutsche Bank will finance the Cash Consideration payable to Numis Shareholders from existing cash resources. Lazard, in its capacity as financial adviser to Deutsche Bank, is satisfied that sufficient resources are available to Deutsche Bank to satisfy in full the Cash Consideration payable pursuant to the Transaction.

11.   Offer-related arrangements

Confidentiality Agreement

Deutsche Bank and Numis entered into a confidentiality agreement dated 17 March 2023 (the "Confidentiality Agreement") pursuant to which each party has undertaken to: (i) keep confidential information relating to, inter alia, the Transaction and the other party confidential and not to disclose it to third parties (other than to certain permitted parties) unless required by law or regulation; and (ii) use the confidential information only in connection with the Transaction, unless required by law or regulation.  Deutsche Bank has also agreed to customary non-solicitation obligations and, along with its concert parties, certain standstill undertakings, all of which ceased to apply upon the release of this announcement.

These confidentiality obligations shall remain in force for a period of two years from the date of the Confidentiality Agreement or until completion of the Transaction, whichever is earlier. 

Co-operation Agreement

Deutsche Bank and Numis have entered into a Co-operation Agreement dated 28 April 2023 (the "Co-operation Agreement"), pursuant to which, amongst other things: (i) Numis and Deutsche Bank have agreed to co-operate for the purposes of obtaining certain regulatory clearances and satisfying the Conditions; (ii) Deutsche Bank has agreed to provide Numis with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Deutsche Bank has agreed to certain provisions if the Scheme should switch to an Offer; and (iv) each of Numis and Deutsche Bank has agreed certain arrangements in relation to employees and the Numis Share Schemes.

The Co-operation Agreement will terminate: (i) if the parties agree in writing prior to the Effective Date that it shall be terminated; or otherwise if (ii): (a) (at Deutsche Bank's election) the Numis Directors withdraw their recommendation of the Transaction; (b) (at either party's election) any Condition is invoked by Deutsche Bank (with the permission of the Panel); (c) (at either party's election) the Transaction is withdrawn or lapses; (d) (at either party's election) the Scheme is not approved at the Court Meeting and/or the relevant Numis resolution(s) are not approved at the Numis General Meeting; (e) (at either party's election) the Effective Date has not occurred by the Long Stop Date; (f) (at either party's election) a competing proposal completes, becomes effective or is declared unconditional in all respects and (g) the Effective Date occurs.

12.   Scheme of Arrangement and Conditions

It is intended that the Transaction will be effected by means of a court-sanctioned scheme of arrangement between Numis and the Scheme Shareholders under Part 26 of the Companies Act 2006.  The purpose of the Scheme is to provide for Deutsche Bank to become owner of the entire issued and to be issued share capital of Numis.

Under the Scheme, the Transaction is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Deutsche Bank in consideration for which Scheme Shareholders will receive the Cash Consideration on the basis set out in section 1 of this announcement.

The Scheme shall only become effective if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed by Deutsche Bank and Numis (with the Panel's consent and as the Court may approve (if such approval(s) are required)):

·      the approval of the Scheme by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. of the Scheme Shares held by such Scheme Shareholders;

·      the passing of a special resolution at the Numis General Meeting, requiring the approval of Numis Shareholders representing at least 75 per cent. of the votes cast at the Numis General Meeting (either in person or by proxy);

·      the receipt of certain regulatory clearances and approvals;

·      the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Deutsche Bank and Numis); and

·      the delivery of a copy of the Scheme Court Order to the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on all Numis Shareholders, irrespective of whether or not they attended or voted at the Meetings.  The Cash Consideration will be despatched by Deutsche Bank to Scheme Shareholders no later than 14 days after the Effective Date.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting, the Numis General Meeting and the expected timetable. The Scheme Document will specify the action to be taken by Scheme Shareholders.  The circular including the Scheme Document and notices of the Meetings will be sent to Numis Shareholders as soon as reasonably practicable.

The Scheme will be governed by English law.  The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, AIM and the FCA.  The bases and sources of certain information contained in this announcement are set out in Appendix 2.  Certain terms used in this announcement are defined in Appendix 4.

The Transaction will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. 

Deutsche Bank considers the US Regulatory Condition to be of material significance to it in the context of the Transaction. Under the terms of the Co-operation Agreement, Numis has undertaken to keep Deutsche Bank informed of developments that are material, or reasonably likely to be material, to determining the satisfaction of the US Regulatory Condition and to provide Deutsche Bank with all such other information that Deutsche Bank may reasonably require in connection with determining the satisfaction of the US Regulatory Condition.

If the US Regulatory Condition is not satisfied, Deutsche Bank would be in breach of applicable US law and regulations, which carries potential regulatory, civil and criminal law consequences. Accordingly, Deutsche Bank may seek to invoke the US Regulatory Condition if the condition is not satisfied in accordance with its terms as at the relevant date.

13.   Irrevocable Undertakings

Deutsche Bank has received irrevocable undertakings to vote in favour of the Scheme and any resolutions to approve, or that are otherwise required to implement, the Scheme or the Transaction (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of a total of 29,873,585 of Numis Shares, representing in aggregate approximately 27.2 per cent. of Numis' issued share capital, further details of which are set out below.  See Appendix 3 for a breakdown of these irrevocable undertakings. 

The Numis Directors have irrevocably undertaken to vote in favour of the Scheme and any resolutions to approve, or that are otherwise required to implement, the Scheme or the Transaction (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer), in respect of their own beneficial holdings, totalling 4,795,099 Numis Shares in aggregate and representing approximately 4.4 per cent. of Numis' issued share capital. These irrevocable undertakings shall lapse and cease to be binding if: (i) the Scheme Document or Offer Document (as the case may be) is not despatched to Numis Shareholders within 28 days (or such longer period as may be permitted by the Panel) of this announcement; or (ii) on the earlier of: (a) the Long Stop Date; or (b) the date on which the Transaction (whether implemented by way of a Scheme or an Offer) is withdrawn or lapses in accordance with its terms (other than in circumstances where the Transaction is withdrawn or lapses as a result of Deutsche Bank exercising its right to implement the Transaction by way of an Offer in accordance with the Code rather than by way of a Scheme or vice versa).

Deutsche Bank has also received an irrevocable undertaking from Aktieselskabet af 1.3.2017 to vote in favour of the Scheme in respect of its entire beneficial holding of Numis Shares, totalling 25,078,486 Numis Shares in aggregate and representing approximately 22.8 per cent. of Numis' issued share capital. This irrevocable undertaking shall lapse and cease to be binding if: (i) the Scheme Document or Offer Document (as the case may be) is not despatched to Numis Shareholders within 28 days (or such longer period as Deutsche Bank, with the consent of the Panel, determines) of this announcement; or (ii) on the earlier of: (a) the Long Stop Date; or (b) the date on which the Transaction (whether implemented by way of a Scheme or an Offer) is withdrawn or lapses in accordance with its terms (other than in circumstances where the Transaction is withdrawn or lapses as a result of Deutsche Bank exercising its right to implement the Transaction by way of an Offer in accordance with the Code rather than by way of a Scheme or vice versa).

14.   Disclosure of Interests

Except for the irrevocable commitments referred to in section 13 above, as at the close of business on 27 April 2023 (being the last practicable date prior to the date of this announcement), neither Deutsche Bank, nor any members of its Management Board, nor, so far as Deutsche Bank is aware, any person acting in concert (within the meaning of the Code) with Deutsche Bank has:

·      any interest in, or right to subscribe for, any Numis Shares;

·      any short position in Numis Shares, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of Numis Shares;

·      any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code, in relation to Numis Shares or in relation to any securities convertible or exchangeable into Numis Shares; nor

·      borrowed or lent any Numis Shares or entered into any financial collateral arrangements relating to Numis Shares.

It has not been possible, by the date of this announcement, to ascertain the interests in Numis Shares (if any) of all of Deutsche Bank's concert parties. Further enquiries will be completed prior to publication of Deutsche Bank's Opening Position Disclosure. If such enquiries reveal any such interests, they will be included in the Opening Position Disclosure. 

15.   Delisting and re-registration

The last day of dealings in, and registration of transfers of, Numis Shares on AIM is expected to be the Business Day immediately after the Scheme Court Hearing.

Prior to the Scheme becoming effective, it is intended that an application will be made to the London Stock Exchange to cancel trading in Numis Shares on AIM, with effect from or shortly following the Effective Date.

On the Effective Date, entitlements held within the CREST system to Numis Shares will be cancelled and share certificates in respect of Numis Shares will cease to be valid. 

Following the Effective Date, it is intended that Numis will be re-registered as a private limited company.

16.   Numis' issued share capital

In accordance with Rule 2.9 of the Code, Numis confirms that as at close of business on 27 April 2023 (being the last Business Day before the date of this announcement) its issued share capital (excluding shares held in treasury) comprised 110,003,459 ordinary shares of 5 pence each which are admitted to trading on AIM and carry voting rights of one vote per share. Numis' International Securities Identification Number (ISIN) is GB00B05M6465. Numis holds 4,363,989 ordinary shares in treasury.

17.   Documents available on website

Copies of the following documents will be made available on Deutsche Bank's and Numis' websites at https://investor-relations.db.com and https://www.numis.com/investors respectively until the end of the offer:

·      this announcement;

·      the irrevocable commitments listed in Appendix 3;

·      the Confidentiality Agreement and Co-operation Agreement, each referred to in section 11 above; and

·      the consent letters from each of Lazard, Deutsche Bank AG, London Branch and Fenchurch as referred to in section 18 below.

The contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

18.   General

Deutsche Bank reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms of the Co-operation Agreement, to implement the Transaction by way of an Offer for the entire issued and to be issued share capital of Numis not already held by Deutsche Bank as an alternative to the Scheme.

If the Transaction is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received Deutsche Bank intends to: (i) request the London Stock Exchange cancel trading in Numis Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Numis Shares in respect of which the Offer has not been accepted.

The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, AIM and the FCA.

Each of Lazard, Deutsche Bank AG, London Branch and Fenchurch has given and not withdrawn its consent to the inclusion in this announcement of references to its name in the form and context in which it appears.

19.   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 (PR Adviser to Numis)                                                                                                [phone]

Edward Bridges                                                                                                                                     

Daisy Hall                                                                                                                                               

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.

Inside Information

The information contained within this announcement is considered by Numis to constitute inside information as stipulated under the Market Abuse Regulations (EU) No.596/2014, which is part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

The person responsible for arranging the release of this announcement on behalf of Numis is Andrew Holloway, Chief Financial Officer.

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities of Numis in any jurisdiction in contravention of applicable law.  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, together with any related forms of proxy, will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction.  Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme Document (or, if the Transaction is implemented by way of an Offer, the Offer Document).

Numis and Deutsche Bank will prepare the Scheme Document to be distributed to Numis Shareholders. 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) in full when it becomes available because it will contain important information relating to the Transaction.

This announcement does not constitute a prospectus or prospectus equivalent document.

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, 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.  In particular, the ability of persons who are not resident in the UK to vote their Numis Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.  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 and other applicable law and regulation.

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 and the Scheme documentation 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.

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 Deutsche Bank and its subsidiaries and subsidiary undertakings (together the "Deutsche Bank Group") and Numis and its subsidiaries and subsidiary undertakings (together 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 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 the Numis Group derives a substantial portion of its revenues and in which the Deutsche Bank Group and 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 risk management policies, procedures and methods, and other risks referenced in Deutsche Bank's 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.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 per cent. 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, 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 p.m. (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 a website and requesting hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on https://investor-relations.db.com and 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 referred to in this announcement 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 (8.30am to 5.30pm) on [phone] or by submitting a request in writing to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. If you have received this announcement in electronic form or via a website notification, a hard copy of this announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made. 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.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate 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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Numis Shareholders, persons with information rights and other relevant persons for the receipt of communications from Numis may be provided to Deutsche Bank during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this announcement may have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, from another appropriate authorised independent financial adviser. 

Appendix 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE TRANSACTION

Part A

Conditions to the Scheme and the Transaction

Long Stop Date

1.     The Transaction will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Code, by no later than 11:59 p.m. on the Long Stop Date.

Scheme approval

2.     The Scheme will be conditional upon:

(A)           its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Deutsche Bank and Numis may agree and the Court may allow);

(B)           all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Deutsche Bank and Numis may agree and the Court may allow); and

(C)           the sanction of the Scheme with or without modification (but subject to any such modification being on terms acceptable to Deutsche Bank and Numis) by the Court on or before the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as Deutsche Bank and Numis may agree and the Court may allow) and the delivery of a copy of the Scheme Court Order to the Registrar of Companies.

Other Conditions

3.     In addition, subject as stated in Parts B, C and D below and to the requirements of the Panel and the Code, Deutsche Bank and Numis have agreed that the Transaction will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

UK CMA clearance

(A)           one of the following having occurred:

I.      the CMA having indicated in a response to a briefing paper that it has no further questions at that stage in relation to the Transaction; and as at the date on which all other Conditions are satisfied or waived, the CMA has not:

(a)           requested submission of a merger notice;

(b)           given notice to either party that it is commencing a Phase I investigation; indicated that the statutory review period in which the CMA has to decide whether to make a reference under section 34ZA Enterprise Act 2002 has begun; nor

(c)           requested documents, information or attendance by witnesses (including under section 109 of the Enterprise Act 2002) which may indicate that it intends to commence the aforementioned statutory review period in respect of the Transaction;

II.     where the CMA has commenced an investigation following the submission of a merger notice or a briefing paper, the CMA:

(a)           in accordance with section 33(1) of the Enterprise Act 2002, announcing that it has decided not to refer the Transaction to the chair of the CMA for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013 (a "Referral"); or

(b)           in accordance with section 73(2) of the Enterprise Act 2002, formally accepting undertakings in lieu of a Referral offered by Deutsche Bank, or a modified version of them;

United Kingdom

(B)           in respect of Deutsche Bank and each other member of the Deutsche Bank Group who would by virtue of the Transaction acquire control and thereby become a controller over Numis Securities Limited, the FCA, upon receipt of a notification under section 178 FSMA:

I.      having given notice for the purposes of section 189(4)(a) FSMA that it has determined to approve such acquisition of control unconditionally;

II.     having given notice for the purposes of section 189(7) FSMA that it has determined to approve such acquisition of control subject to conditions that are satisfactory to Deutsche Bank acting reasonably; or

III.    being treated, by virtue of section 189(6) FSMA, as having approved such acquisition of control,

where references to FSMA are to be read, where applicable, in accordance the Financial Services and Markets Act 2000 (Controllers) (Exemptions) Order 2009 and where references to "controller" are to be read in accordance with section 422 FSMA and references to "control" shall be construed accordingly;

Republic of Ireland

(C)           the Central Bank of Ireland having confirmed, following a notification in accordance with, and such confirmation being pursuant to, Chapter 2 of Part 3 of the Irish European Union (Markets in Financial Instruments) Regulations 2017, that it does not object to the indirect acquisition of a qualifying holding in Numis Europe Limited by Deutsche Bank and any other member of the Deutsche Bank Group who would by virtue of the Transaction acquire a direct or indirect qualifying holding in Numis Europe Limited, or the assessment period referred to in the Irish European Union (Markets in Financial Instruments) Regulations 2017 having elapsed without the Central Bank of Ireland having objected to any such acquisition;

United States

(D)           in the event that the Transaction is deemed a change in ownership or control pursuant to FINRA Rule 1017(a), Numis Securities Inc., having submitted an application to FINRA in connection with such change in ownership or control as required by FINRA Rule 1017 and:

I.      such application:

(a)           shall have been approved by FINRA in writing to Numis Securities Inc.; or

(b)           if FINRA shall not have granted such approval:

(i)      such application shall have been on file with FINRA for at least 45 days;

(ii)     FINRA shall have indicated that the application is substantially complete;

(iii)    FINRA shall not have rendered a decision denying the application; and

(iv)    no FINRA interim restrictions shall be in place on Numis Securities Inc. or any member of the Wider Deutsche Bank Group; and/or

II.     in the event that the Transaction would require an application pursuant to FINRA Rule 1017(a) by Deutsche Bank Securities Inc. in addition to Numis Securities Inc., Deutsche Bank Securities Inc. shall also have submitted an application pursuant to FINRA Rule 1017, either separately or jointly with Numis Securities Inc., and each of Deutsche Bank Securities Inc. and Numis Securities Inc. shall have received written approval of the application(s) from FINRA;

(E)           as at the date of the Scheme Court Hearing, no member of the Wider Numis Group is engaging in, or is subject to a legal obligation or has otherwise taken any step or action that would result in any member of the Wider Numis Group thereafter engaging in, any conduct or activities within the US other than conduct or activities of the type contained in section 211.23(f)(3) of Regulation K issued by the Federal Reserve Board;

Notifications, waiting periods and authorisations

(F)           other than in relation to the matters referred to in Conditions 3(A) to (E):

I.      all material notifications, filings or applications which are necessary in connection with the Transaction having been made;

II.     all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate);

III.    all statutory and regulatory obligations in any material jurisdiction having been complied with in each case in respect of the Transaction;

IV.    all authorisations deemed reasonably necessary in any jurisdiction by Deutsche Bank for or in respect of the Transaction and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Numis or any other member of the Wider Numis Group by any member of the Wider Deutsche Bank Group having been obtained in terms and in a form reasonably satisfactory to Deutsche Bank (acting reasonably in consultation with Numis) from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Numis Group or the Wider Deutsche Bank Group has entered into contractual arrangements;

V.     all such authorisations necessary or appropriate to carry on the business of any member of the Wider Numis Group in any jurisdiction having been obtained; and

VI.    all such authorisations referred to in Conditions 3(F)(I) and (V) remaining in full force and effect at the time at which the Transaction becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such authorisations in each case in any way that would be materially adverse in the context of the Wider Numis Group taken as a whole;

General antitrust and regulatory

(G)          other than in relation to the matters referred to in Conditions 3(A) to (E), no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which, in each case, would or might reasonably be expected to, in any case to an extent or in a manner which is or would be materially adverse in the context of the Wider Numis Group taken as a whole:

I.      require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Deutsche Bank Group or by any member of the Wider Numis Group of all or any material part of their businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

II.     except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require any member of the Wider Deutsche Bank Group or the Wider Numis Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Numis Group or any asset owned by any Third Party (other than in the implementation of the Transaction);

III.    impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Deutsche Bank Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Numis or on the ability of any member of the Wider Numis Group or any member of the Wider Deutsche Bank Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Numis Group;

IV.   otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider Numis Group;

V.     result in any member of the Wider Numis Group ceasing to be able to carry on business under any name under which it presently carries on business;

VI.    make the Transaction, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Numis by any member of the Wider Deutsche Bank Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Transaction or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Numis by any member of the Wider Deutsche Bank Group;

VII.   require, prevent or materially delay a divestiture by any member of the Wider Deutsche Bank Group of any shares or other securities (or the equivalent) in any member of the Wider Numis Group; or

VIII.  impose any material limitation on the ability of any member of the Wider Deutsche Bank Group or any member of the Wider Numis Group to conduct, integrate or coordinate all or any part of its business with all or any part of the business of any other member of the Wider Deutsche Bank Group and/or the Wider Numis Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Transaction or the acquisition or proposed acquisition of any Numis Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement etc.

(H)           save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Numis Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Transaction or the proposed acquisition by any member of the Wider Deutsche Bank Group of any shares or other securities in Numis or because of a change in the control or management of Numis or otherwise, could or might reasonably be expected to result in (in each case to an extent which is material and adverse in the context of the Wider Numis Group as a whole, or in the context of the Transaction):

I.      any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

II.     any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

III.    any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

IV.    the creation, other than in the ordinary course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

V.     the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

VI.    the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

VII.   any such member ceasing to be able to carry on business under any name under which it presently does so; or

VIII.  the creation of any liability, actual or contingent, by any such member other than trade creditors in the ordinary course of business,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Numis Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would be reasonably likely to result in any of the events or circumstances as are referred to in sub-paragraphs I to VIII of this Condition;

Certain events occurring since 30 September 2022

(I)            save as Disclosed and/or agreed in writing between Numis and Deutsche Bank, no member of the Wider Numis Group having, since 30 September 2022:

I.      save as between Numis and wholly-owned subsidiaries of Numis or for Numis Shares issued pursuant to the exercise of options or vesting of awards granted under the Numis Share Schemes, issued, authorised or proposed the issue of additional shares of any class;

II.     save as between Numis and wholly-owned subsidiaries of Numis, or for the grant of options or awards under the Numis Share Schemes, issued or agree to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or to acquire, any such shares or convertible securities;

III.    other than the First Permitted Dividend and the Second Permitted Dividend and other than to another member of the Numis Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

IV.    save for intra-Numis Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, (i) other than in the ordinary course of business and (ii) which is material in the context of the Wider Numis Group taken as a whole;

V.     save for intra-Numis Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider Numis Group taken as a whole;

VI.    issued, authorised or proposed the issue of any debentures or (save for intra-Numis Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any guarantee or contingent liability which is material in the context of the Wider Numis Group taken as a whole;

VII.   purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in subparagraph I above, made any other change to any part of its share capital, in each case, to the extent which is material in the context of the Wider Numis Group taken as a whole;

VIII.  other than pursuant to the Transaction (and except for transactions between Numis and its wholly-owned subsidiaries or between wholly-owned subsidiaries of Numis which are not material in the context of the Wider Numis Group) implemented, authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement;

IX.    entered into or changed the terms of any contract with any director or senior executive except for salary increases, bonuses or variations of terms in the ordinary course of business;

X.     entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business and which is material or would reasonably likely to be material in the context of the Wider Numis Group taken as a whole;

XI.    (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed, and in each such case, to the extent which is material in the context of the Wider Numis Group taken as a whole;

XII.   entered into any contract, transaction or arrangement which is or could reasonably be expected to be restrictive on the business of any member of the Wider Numis Group other than to a nature and extent which is normal in the context of the business concerned, and in each such case which is material or reasonably likely to be material in the context of the Wider Numis Group taken as a whole;

XIII.  waived or compromised any claim otherwise than in the ordinary course of business and in any case which is material or would reasonably likely to be material in the context of the Wider Numis Group taken as a whole;

XIV.  entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

XV.   proposed, agreed to provide or modified the terms of the Numis Share Schemes or any share option scheme, incentive scheme or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Numis Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider Numis Group, save as agreed by the Panel or by Deutsche Bank; or

XVI. having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Numis Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

No adverse change, litigation or regulatory enquiry

(J)           save as Disclosed, since 30 September 2022:

I.      no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Numis Group which is material to the Wider Numis Group taken as a whole and no circumstances have arisen which would or might reasonably be expected to result in any such adverse change;

II.     no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Numis Group is or is reasonably likely to become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Numis Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Numis Group which in any such case would or might reasonably be expected to have a material adverse effect on the Wider Numis Group taken as a whole;

III.    no contingent or other liability having arisen or become apparent to Deutsche Bank which would or might be reasonably likely to adversely affect any member of the Wider Numis Group to an extent which is material to the Wider Numis Group taken as a whole; and

IV.    no steps having been taken which would or might be reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Numis Group which is necessary for the proper carrying on of its business and which has had or is likely to have a material adverse effect on the Wider Numis Group taken as a whole;

No discovery of certain matters

(K)           save as Disclosed, Deutsche Bank not having discovered and, in each case, to an extent which is material in the context of the Wider Numis Group taken as a whole:

I.      that any financial, business or other information concerning the Wider Numis Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Numis Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading;

II.     that any member of the Wider Numis Group is subject to any liability (contingent or otherwise); or

III.    any information which affects the import of any information disclosed at any time prior to this announcement by or on behalf of any member of the Wider Numis Group to any member of the Wider Deutsche Bank Group;

Anti-corruption, economic sanctions and money laundering

(L)           save as Disclosed, Deutsche Bank not having discovered that:

I.      any past or present member, director, officer or employee of the Wider Numis Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (ii) any person that performs or has performed services for or on behalf of the Wider Numis Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks;

II.     any asset of any member of the Wider Numis Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Numis Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;

III.    any past or present member, director, officer or employee of the Wider Numis Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:

(a)           any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC;

(b)           any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the UK, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;

(c)           any past or present member, director, officer or employee of the Wider Numis Group, or any other person for whom any such person may be liable or responsible:

(i)      has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

(ii)     has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;

(iii)    has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

(iv)    is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or

IV.    any member of the Wider Numis Group is or has been engaged in any transaction which would cause Deutsche Bank to be in breach of any law or regulation upon completion of the Transaction, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority.

Part B

Waiver and Invocation of the Conditions

1.     Subject to the requirements of the Panel in accordance with the Code, Deutsche Bank reserves the right in its sole discretion to waive:

(A)           the deadline set out in Condition 1 of Part A of this Appendix 1 and any of the deadlines set out in Condition 2 of Part A of this Appendix 1 for the timing of the Court Meeting, General Meeting and the Scheme Court Hearing.  If any such deadline is not met, Deutsche Bank shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Numis to extend the deadline in relation to the relevant Condition; and

(B)           in whole or in part, all or any of the Conditions set out in Part A of this Appendix 1 above, except for Conditions 1 and 2 which cannot be waived.

2.     The Transaction will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in Part A of this Appendix 1, to the further terms set out in this Appendix 1, and to the full terms and conditions which will be set out in the Scheme Document.

3.     Deutsche Bank shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as satisfied any of Conditions 3 (A)to (L) (inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver of the relevant Condition, notwithstanding that the other Conditions to the Transaction may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any such Condition(s) may not be capable of fulfilment.

4.     Under Rule 13.5(a) of the Code and subject to paragraph 5 below, Deutsche Bank may not invoke a Condition to the Transaction so as to cause the Transaction not to proceed, to lapse or to be withdrawn without the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Deutsche Bank in the context of the Transaction. This will be judged by reference to the facts of each case at the time the relevant circumstances arise.

5.     Conditions 1, 2(A), 2(B) and 2(C) of Part A of Appendix 1 above and, if applicable, any acceptance condition if the Transaction is implemented by means of an Offer, are not subject to Rule 13.5(a) of the Code.

6.     Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Deutsche Bank.

7.     Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.  

Part C

Implementation by way of Offer

1.     Deutsche Bank reserves the right, with the consent of the Panel (where necessary) and subject to the terms of the Co-operation Agreement to elect to implement the Transaction by way of an Offer.

2.     If the Transaction is implemented by way of an Offer, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Transaction, including (without limitation and subject to the consent of the Panel):

(A)           the Long Stop Date ceasing to apply (and Deutsche Bank shall, in accordance with the Code, specify a new long stop date by which the Offer must become or be declared unconditional); and

(B)           Condition 2 ceasing to apply and, instead, the Offer being conditional on an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Deutsche Bank may with the consent of the Panel and subject to the terms of the Co-operation Agreement decide).

Part D

Certain further terms of the Transaction

1.     Numis Shares which will be acquired under the Transaction will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid or any other return of value (whether by reduction of share capital or share premium, share buy-backs or otherwise) made on or after the date of this announcement (save for the First Permitted Dividend and the Second Permitted Dividend).

2.     If, after the date of this announcement and prior to or on the Effective Date, any dividend, distribution and/or other return of value is announced, declared, made, payable or paid in respect of the Numis Shares, and with a record date prior to the Effective Date, other than the First Permitted Dividend and the Second Permitted Dividend, Deutsche Bank reserves the right (without prejudice to any right of Deutsche Bank to invoke Condition 3 (I)(III) in Part A of this Appendix 1) to reduce the consideration under the terms of the Transaction at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital. If (but only to the extent) Deutsche Bank exercises this right or makes such a reduction in respect of a dividend or other distribution, Numis Shareholders will be entitled to receive and retain that dividend or other distribution.  Any exercise by Deutsche Bank of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not constitute a revision or variation of the terms of the Transaction.

3.     The availability of the Transaction to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements.

4.    The Transaction will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Transaction will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

5.     This Transaction is governed by English law and is subject to the jurisdiction of the English courts and to the Conditions set out in this Appendix 1 and in the Scheme Document.  The Transaction will comply with the applicable rules and regulations of the FCA, the AIM Rules, the Panel, the Code, the London Stock Exchange and the Registrar of Companies.

Appendix 2

BASES AND SOURCES

In this announcement:

1.     Unless otherwise stated:

·     financial information relating to the Deutsche Bank Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for Deutsche Bank for the year ended 31 December 2022; and

·     financial information relating to the Numis Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for Numis for the year ended 30 September 2022.

2.     As at the close of business on 27 April 2023, being the last Business Day prior to the date of this announcement, Numis had in issue 110,003,459 Numis Shares, excluding 4,363,989 Numis Shares held in treasury. The International Securities Identification Number for Numis Shares is GB00B05M6465.

3.     As at 27 April 2023, being the last practicable date before the date of this announcement, there were 10,138,280 Numis Shares subject to awards under the Numis Share Schemes. Based on proposals for the Numis Share Schemes set out in the Co-operation Agreement, Numis expects that no more than 8,264,885 Numis Shares would be required to satisfy these awards in full. It is expected that: (i) 4,363,989 Numis Shares held in treasury; (ii) 1,114,335 issued Numis Shares held in the Numis Corporation Plc Employee Benefit Trust; and (iii) 2,786,561 new Numis Shares to be issued following the date of this announcement, will be used to satisfy these awards.

4.     The issued and to be issued share capital of Numis (being 117,154,009 Numis Shares) has been calculated on the basis of:

·     the 110,003,459 Numis Shares in issue and the 4,363,989 Numis Shares held in treasury referred to in paragraph 2 above; and

·     the 2,786,561 new Numis Shares to be issued on or after the date of this announcement to satisfy awards under the Numis Share Schemes referred to in paragraph 3 above.

5.     Unless otherwise stated, all prices and closing prices for Numis Shares are closing middle market quotations derived from the AIM appendix to the Daily Official List of the London Stock Exchange.

6.     The volume-weighted average price of 219 pence per Numis Share for the three-month period ended 27 April 2023 (being the last Business Day before this announcement) has been derived from FactSet and rounded to the nearest tenth of a penny.

7.     The premium calculations to the price per Numis Share have been calculated by reference to a price of 204 pence per Numis Share, being the Closing Price on 27 April 2023, the last Business Day prior to the date of this announcement.

 

Appendix 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

Name of Numis Shareholder	Number of Numis Shares	Approximate percentage of Numis' issued share capital
Aktieselskabet af 1.3.2017[3]	25,078,486	22.8 per cent.
Alexander Ham	2,423,895	2.2 per cent.
Ross Mitchinson	2,113,944	1.9 per cent.
Andrew Holloway	235,260	0.2 per cent.
Catherine James	12,000	0.01 per cent.
Luke Savage	10,000	0.01 per cent.
Kathryn Gray	Nil	--
Richard Hennity	Nil	--

Appendix 4

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

"2022 Numis Annual Report"	the annual report and audited accounts of the Numis Group for the financial year ended 30 September 2022
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Rules"	the rules of AIM as set out in the "AIM Rules for Companies" issued by the London Stock Exchange from time to time relating to AIM traded securities and the operation of AIM
"Blocking Law"	means (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom); or (ii) any similar blocking or anti-boycott law
"Business Day"	a day, (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London and Frankfurt
"Cash Consideration"	339 pence per Numis Share
"Closing Price"	the closing middle market quotations of a share as derived from the AIM appendix to the Daily Official List
"Code"	the City Code on Takeovers and Mergers
"Conditions"	the conditions of the Transaction set out in Appendix 1 to this announcement and to be set out in the Scheme Document
"Confidentiality Agreement"	has the meaning given to it in section 11
"Co-operation Agreement"	has the meaning given to it in section 11
"Court"	the High Court of Justice in England and Wales
"Court Meeting"	the meeting of Scheme Shareholders to be convened at the direction of the Court pursuant Part 26 of the Companies Act 2006 for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof
"CREST"	the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & International Limited is the Operator (as defined in the Regulations)
"Daily Official List"	the daily official list of the London Stock Exchange
"Dealing Disclosure"	an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer
"Disclosed"	the information disclosed by or on behalf of Numis: (i) in the 2022 Numis Annual Report; (ii) in this announcement; (iii) in any other announcement to a Regulatory Information Service prior to the publication of this announcement; and/or (iv) fairly disclosed (including via the virtual data room operated by or on behalf of Numis in respect of the Transaction and/or via the management meetings held in connection with the Transaction) prior to the date of this announcement to Deutsche Bank or Deutsche Bank's advisers (in their capacity as such)
"Deutsche Bank"	Deutsche Bank AG, incorporated in Germany with its registered office at Taunusanlage 12, 60325 Frankfurt am Main, Germany
"Deutsche Bank Group"	Deutsche Bank and its subsidiaries and undertakings from time to time
"Effective Date"	the date upon which either: (i) the Scheme becomes effective in accordance with its terms; or (ii) if Deutsche Bank (subject to the consent of the Panel and to the terms of the Co-operation Agreement) elects to implement the Transaction by way of an Offer, the date on which the Offer becomes unconditional
"Excluded Shares"	any Numis shares: (a) registered in the name of, or beneficially owned by Deutsche Bank, any member of the Deutsche Bank Group or their respective nominees; or (b) held by Deutsche Bank in treasury
"FCA"	the Financial Conduct Authority of the United Kingdom, acting in its capacity as the competent authority for the purposes of FSMA, or any successor regulatory body
"FINRA"	the Financial Industry Regulatory Authority of the US or any successor regulatory body
"First Permitted Dividend"	the interim dividend of 6 pence per Numis Share intended to be declared by the Numis Directors for the six months ended 31 March 2023
"FSMA"	the Financial Services and Markets Act 2000, as amended from time to time
"General Meeting"	the general meeting of Numis to be convened in connection with the Scheme to consider and, if thought fit, approve a special resolution to the Scheme and the Transaction (with or without amendment), notice of which will be set out in the Scheme Document, including any adjournment thereof
"London Stock Exchange"	London Stock Exchange Plc
"Long Stop Date"	31 March 2024 (or such later date (if any) as Deutsche Bank and Numis may, with the consent of the Panel, agree and the Court may allow)
"Meetings"	the Court Meeting and the Numis General Meeting
"Numis"	Numis Corporation Plc, incorporated in England and Wales with registered company number 02375296
"Numis Directors"	means the directors of Numis from time to time and "Numis Director" shall be construed accordingly
"Numis Group"	Numis and its subsidiaries and undertakings from time to time
"Numis Shareholders"	the registered holders of Numis Shares from time to time
"Numis Shares"	the ordinary shares of 5 pence each in the capital of Numis
"Numis Share Schemes"	the Numis Long Term Incentive Plan 2021, the Numis Restricted Stock Unit Plan (2017) and the Numis Unapproved Share Option Scheme
"Offer"	should the Transaction be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act 2006, the recommended offer to be made by or on behalf of Deutsche Bank to acquire the entire issued and to be issued share capital of Numis and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"Offer Document"	should the Transaction be implemented by means of an Offer, the document to be sent to Numis Shareholders which will contain, inter alia, the terms and conditions of the Offer
"Official List"	the official list maintained by the FCA pursuant to Part 6 of the FSMA
"Opening Position Disclosure"	per Rule 8 of the Code, an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the offer if the person concerned has such a position
"Panel"	the UK Panel on Takeovers and Mergers
"Registrar of Companies"	the Registrar of Companies in England and Wales
"Regulatory Information Service"	any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Transaction is sent or made available to Numis Shareholders in that jurisdiction
"Scheme"	the scheme of arrangement proposed to be made under Part 26 of the Companies Act 2006 between Numis and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Deutsche Bank
"Scheme Court Hearing"	the hearing of the Court to sanction the Scheme under Part 26 of the Companies Act 2006
"Scheme Court Order"	the order of the Court sanctioning the Scheme under Part 26 of the Companies Act 2006
"Scheme Document"	the document to be sent to (among others) Numis Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme containing the notices convening the Court Meeting and General Meeting, including any revised scheme document
"Scheme Record Time"	the time and date specified as such in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately after the date of the Scheme Court Hearing, or such later time as Deutsche Bank and Numis may agree
"Scheme Shareholders"	registered holders of Scheme Shares
"Scheme Shares"	Numis Shares: (i) in issue as at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; and (iii) (if any) issued on or after the Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme in each case, which remain in issue at the Scheme Record Time but excluding any Excluded Shares
"Second Permitted Dividend"	the interim dividend of 5 pence per Numis Share intended to be declared by the Numis Directors before the Effective Date to eligible Numis Shareholders, settlement of which shall be conditional upon the Transaction becoming effective
"Third Party"	each of a central bank, government or governmental, quasigovernmental, supranational, statutory, regulatory, antitrust, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction
"Transaction"	the proposed acquisition of the entire issued and to be issued share capital of Numis by Deutsche Bank, to be implemented by way of the Scheme as described in this announcement (or by the Offer under certain circumstances described in this announcement) (and where the context admits, an subsequent revision, variation, extension or renewal thereof)
"Transaction Value"	has the meaning given to it in section 1 of this announcement
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"US Regulatory Condition"	the condition set out in paragraph 3(E) of Part A of Appendix 1 to this announcement
"Voting Record Time"	the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined
"Wider Deutsche Bank Group"	Deutsche Bank and its subsidiary undertakings, associated undertakings and any other undertaking in which Deutsche Bank and/or such undertakings (aggregating their interests) have a significant interest
"Wider Numis Group"	Numis and its subsidiary undertakings, associated undertakings and any other undertaking in which Numis and/or such undertakings (aggregating their interests) have a significant interest

All references to time in this announcement are to London time unless otherwise stated.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "equity share capital" have the meanings given by the Companies Act 2006 and "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall be excluded for this purpose.

---

[1] Source: Bloomberg. For the period from 1 January 2020 to 27 April 2023.

[2] Source: Bloomberg. For the period from 1 January 2020 to 27 April 2023.

[3] The registered holder of Aktieselskabet af 1.3.2017's entire beneficial holding of Numis Shares is HSBC Global Custody Nominee (UK) Limited. Aktieselskabet af 1.3.2017 is an investment vehicle which is wholly-controlled and 95% owned by Anders Holch Povlsen (with the remaining 5% ownership interest held by members of his family).

 

END