Brewin Dolphin Holdings PLC
5 June 2000
The issuer has made the following amendment to the Acquisition/Issue of Equity
announcement released today at 07:01 under RNS No 6506L
The third paragraph should refer to
...up to 7,164,182 new ordinary shares... and not ...up to 7,164,182 million
new ordinary shares... as previously stated.
All other details remain unchanged.
The full corrected version is shown below.
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Not for distribution or release in or into the United
States, Canada, Japan or Australia.
BREWIN DOLPHIN ACQUISITION AND PLACING
TO RAISE £12 MILLION
Brewin Dolphin Holdings PLC ('Brewin Dolphin'), one of
the U.K.'s leading portfolio managers and stockbrokers
has, through its subsidiary Brewin Dolphin Securities
Limited, agreed conditionally to acquire all the business
and assets of Hill Osborne & Co, the well established
stockbroking partnership with branches in Leicester,
Lincoln, Scarborough, Bradford and Norwich. Completion of
the acquisition is scheduled for 11th August 2000.
The consideration for the acquisition will be in cash and
shares in Brewin Dolphin Securities Limited: the cash
amount will be £5 million together with an amount equal
to net assets at completion. Under a separate agreement
the Hill Osborne & Co partners may exchange the shares in
Brewin Dolphin Securities Limited received as part of the
consideration for £10 million, of which £7.5 million will
be paid in fully paid 1p Ordinary shares in Brewin
Dolphin Holdings PLC with the remainder in loan notes.
Additional deferred consideration of up to a further £15
million is payable in Brewin Dolphin shares in January
2004 subject to the achievement of certain performance
targets over the three financial years commencing 1st
October 2000.
It is intended that the cash element of the initial
consideration will be funded by a placing ('the Placing')
of up to 7,164,182 new ordinary shares for cash
to raise up to £12 million. Of the amounts raised in the
placing £7.5 million will be used to finance this
acquisition, £2.5 million will be utilised to satisfy
deferred consideration payments due in respect of the
acquisition of Broadbridge which was announced on 6 April
2000 and the remainder will be used for general corporate
purposes. The Placing is being arranged by Brewin
Dolphin's broker HSBC who have agreed to use reasonable
endeavours to procure placees for the new ordinary
shares.
Hill Osborne & Co. is a member of the London Stock
Exchange and celebrated its 100th anniversary last year.
In its financial year to April 2000 the partnership had a
turnover of £8 million with adjusted pre-tax profits of
£2 million. Net assets to be acquired are estimated at £1
million. Funds under management were £1.5 billion.
John Strange, Senior Partner of Hill Osborne & Co. said:
'Becoming part of a larger group will bring considerable
benefits to all our clients. Hill Osborne's operation in
the North and East fits perfectly with Brewin Dolphin and
the combination of our two firms creates a powerful
operation capable of meeting the growing demand for
private client stockbroking services.'
John Hall, Managing Director of Brewin Dolphin said: 'I
am delighted that the partners of Hill Osborne & Co. have
decided to join us and look forward to welcoming them,
their staff and their clients to the Brewin Dolphin
group. Hill Osborne & Co. is a well established and
highly regarded partnership and I am confident that they
will fit in well, both culturally and geographically,
with our existing business. The acquisition will bring
our total branch network up to 31 offices.'
Application has been made to the UK Listing Authority for
the new ordinary shares to be issued pursuant to the
Placing to be admitted to the Official List and to the
London Stock Exchange for the shares to be admitted to
trading on the London Stock Exchange. It is expected that
admission will take place and dealings will commence on 6
June 2000. The placing shares will rank pari passu in all
respects with Brewin Dolphin's existing ordinary shares
in issue.
Enquiries to:
John Hall Bob Gregory
Brewin Dolphin Holdings PLC Bell Pottinger Financial
020 7248 4400 020 7353 9203
John Strange
Hill Osborne & Co
0116 2420700
HSBC Investment Bank PLC, which is regulated in the
United Kingdom by the Securities and Futures Authority
Limited, is acting exclusively for Brewin Dolphin and for
no-one else in connection with the Placing and as sponsor
in connection with the applications for admission to the
official list and to trading on the London Stock Exchange
of the placing shares and will not be responsible to
anyone other than Brewin Dolphin for providing
protections afforded to customers of HSBC Investment Bank
PLC nor for providing advice in relation to the Placing
or in relation to the contents of this press release or
any transaction or arrangement referred to herein.