Brewin Dolphin Hldgs

Results of Placing

RNS Number : 7964F
Brewin Dolphin Holdings PLC
29 May 2013
 

29 May 2013

 

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES, INCLUDING PLACING SHARES, IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.  THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, JERSEY, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

Brewin Dolphin Holdings PLC ("Brewin Dolphin" or the "Company")

 

Results of Placing

 

 

Brewin Dolphin is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

 

A total of 19,001,738 new ordinary shares of one pence each in Brewin Dolphin (the "Placing Shares") have been placed by RBC Capital Markets and Canaccord Genuity (the "Joint Bookrunners") and Panmure Gordon (UK) Limited (the "Co-lead Manager") at a price of 210 pence per Placing Share, with existing institutional investors, raising gross proceeds of approximately £39.9 million. The Placing Shares being issued represent 6.98% of Brewin Dolphin's expected enlarged issued ordinary share capital.

 

Application has been made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List and to London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on the London Stock Exchange's main market for listed securities (together "Admission"). It is expected that Admission will take place at 8.00 a.m. on 3 June 2013 and that dealings in the Placing Shares on the London Stock Exchange's main market for listed securities will commence at the same time.

 

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

 

Total Voting Rights

 

For the purposes of the Disclosure and Transparency Rules, Brewin Dolphin's total issued share capital following the completion of the Placing will consist of 272,404,366 ordinary shares with one voting right per share, none of which are held in treasury.  The total number of voting rights in Brewin Dolphin is therefore 272,404,366.

 

The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Brewin Dolphin, under the FCA's Disclosure and Transparency Rules.

 

For further information, please contact:

 

Brewin Dolphin Holdings PLC

David Nicol, Chief Executive

Andrew Westenberger, Finance Director

Charlotte Black Head of Corporate Affairs

+44 (0) 20 7248 4400

 

Hudson Sandler

Andrew Hayes

Wendy Baker

+44 (0) 20 7796 4133

 

RBC Capital Markets

Oliver Asplin Hearsey

Mike Carter

Martin Frowde

James Kelly

+44 (0) 20 7653 4000

 

Canaccord Genuity Limited

Martin Green

Lucy Tilley

Giles Fitzpatrick

Joe Weaving

+44 (0) 20 7523 8000

 

Panmure Gordon (UK) Limited

Dominic Morley

+44 (0) 20 7886 2500

 

Background on Brewin Dolphin Holdings PLC

 

Brewin Dolphin Holdings PLC is admitted to trading on the main market of the London Stock Exchange and is the parent company of Brewin Dolphin Limited, its principal operating company which is authorised and regulated by the Financial Conduct Authority.

 

Brewin Dolphin Limited is one of the largest independently-owned private client investment managers in the UK. The Group manages over £28 billion of funds, of which over £20 billion is on a discretionary basis.

 

www.brewin.co.uk

 

IMPORTANT NOTICE

 

This announcement has been issued by, and is the sole responsibility of, the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, the United Kingdom, Australia, Canada, the Republic of South Africa, Japan or Jersey.

 

No prospectus will be made available in connection with the matters contained in this announcement.

 

RBC Europe Limited, trading as RBC Capital Markets ("RBC"), Canaccord Genuity Limited ("Canaccord") and Panmure Gordon (UK) Limited ("Panmure Gordon"), each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting for the Company and for no-one else in relation to the Placing, and will not be responsible to any other person for providing the protections afforded to their respective clients nor for providing advice in connection with the matters contained in this announcement.  No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of RBC, Canaccord or Panmure Gordon, or by any of their respective affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

The distribution of this announcement and the placing of the Placing Shares as set out in this announcement may be restricted by law in certain jurisdictions. No action has been taken by the Company or any of the Banks that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on in the United Kingdom by persons who are not relevant persons.

 

In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State) (the "Prospectus Directive") ("Qualified Investors").

 

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia).

 

This announcement does not constitute or form part of an offer of, or solicitation to purchase or subscribe for, securities in the United States. The Placing Shares may not be offered, sold or transferred, directly or indirectly, within the United States absent registration under the US Securities Act of 1933 (the "Securities Act") or an exemption therefrom. The Company has not registered and does not intend to register any of the Placing Shares under the Securities Act. No money, securities or other consideration is being solicited from any person inside the United States and, if sent in response to the information herein, will not be accepted. The Placing Shares will not be offered or sold to the public in the United States.

 

Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

 

The price of Ordinary Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 

FORWARD-LOOKING STATEMENTS

 

Certain statements included in this announcement contain forward-looking information concerning the Company's strategy, operations, financial performance or condition, outlook, growth opportunities or circumstances in the sectors or markets in which the Company operates. By their nature, forward-looking statements involve uncertainty because they depend on future circumstances, and relate to events, not all of which are within the Company's control or can be predicted by the Company. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Actual results could differ materially from those set out in the forward-looking statements. Nothing in this announcement should be construed as a profit forecast and no part of these results constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company, and must not be relied upon in any way in connection with any investment decision. Any forward-looking statements made herein by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

 


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