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Brewin Dolphin Hldgs (BRW)

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Tuesday 15 December, 2009

Brewin Dolphin Hldgs

Issue of Equity

RNS Number : 1325E
Brewin Dolphin Holdings PLC
15 December 2009

15 December 2009 

Brewin Dolphin Holdings Plc

Equity placing of 10,590,764 new Ordinary Shares

Brewin Dolphin Holdings Plc announces today that its joint brokers Canaccord Adams and Arden Partners have placed 10,590,764 new Ordinary 1p Shares (the "Placing Shares") at 135p per share with certain of the Company's shareholders to raise a total of £14.3m


It has always been the policy of the Board to see that the Group fully meets the standards and requirements of modern day regulation, likewise it is the Board's policy to maintain a significant margin above the required level of regulatory capital. With this in mind, it was felt that, it would be in the best interest of the Company and its Shareholders to add to the Company's cash balance. The Placing uses existing shareholder authorities and ensures that the Group continues to carry sufficient capital to cover anticipated future regulatory capital requirements.  


The Placing is conditional upon the conditions to the Placing Agreement being satisfied, and it not being terminated in accordance with its terms.  

Application has been made for the admission of the Placing Shares to the Official List and to the Main Market and dealing is expected to commence at 8.00 a.m. on 21 December 2009.  On Admission, the Placing Shares will be credited as fully paid up and will rank pari passu in all respects with the Company's existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.

Immediately following the Placing, the Company's issued share capital will consist of 227,680,975 Ordinary 1p Shares none of which are held in treasury. The Placing Shares represent 4.7 per cent. of the enlarged issued share capital of the Company, and the placing price of 135p per share represents a discount of 9.3 per cent. to the closing price of an Ordinary Share on 14 December 2009, being the latest practicable date prior to the issue of this announcement . 


For further information please contact:

Brewin Dolphin

Jamie Matheson / Robin Bayford

0207 248 4400

Canaccord Adams

Simon Bridges / Kit Stephenson

0207 050 6500

Arden Partners

Richard Day / Fred Walsh

020 7398 1600



In this announcement

'Admission' the admission of the Placing Shares to the Official List and to the Main Market becoming effective in accordance with the Listing Rules expected to become effective at 8.00 a.m. on 21 December 2009

'Arden Partners' means Arden Partners Plc

'Board' means the board of directors of the Company;

'Canaccord Adams' means Canaccord Adams Limited;

'Company' or 'Brewinmeans Brewin Dolphin Holdings plc;

'Enlarged Share Capital' means the issued share capital of the Company as enlarged by the issue of the Placing Shares;

'Group' means the Company and its subsidiaries;

'Listing Rules' means the listing rules of the UK Listing Authority made under section 74 of FSMA (as amended from time to time);

'London Stock Exchange' means London Stock Exchange plc;

'Main Market' means the Main Market for listed securities of the London Stock Exchange;

'Official List' means the Official List of the UK Listing Authority;

'Ordinary Shares' means ordinary shares of 1 pence each in the share capital of the Company;

'Placing' means the placing of the Placing Shares at the Placing Price by Canaccord Adams and Arden Partners on behalf of the Company;

'Placing Agreement' means the agreement dated 15 December 2009 between the Company and Canaccord Adams and Arden Partners relating to the Placing;

'Placing Price' means 135 pence per Placing Share;

'Placing Shares' means together the 10,590,764 Placing Shares issued pursuant to the Placing; 

'Regulatory Information Service' means any of the regulatory information services included within the list maintained on the London Stock Exchange's website; 

'UK' or 'United Kingdom' means the United Kingdom of Great Britain and Northern Ireland;

'£' means the lawful currency of the United Kingdom.

This press release appears as a matter of record only and does not constitute an offer to sell or a solicitation of an offer to purchase any security.

The distribution of this announcement and the Placing in certain jurisdictions may be restricted by law. No action has been taken by the Company or Canaccord Adams or Arden Partners 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 such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Canaccord Adams and Arden Partners to inform themselves about, and to observe, such restrictions.

The information presented herein is not an offer for sale within the United States of any equity shares or other securities of the Company. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition, the Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or any other applicable law of the United States. Consequently, the Placing Shares may not be offered or sold or otherwise transferred within the United States, or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the Investment Company Act. No public offering of the Placing Shares is being made in the United States. This communication should not be distributed, forwarded, transferred, reproduced, or otherwise transmitted, directly or indirectly, to any persons within the United States or to any US Persons unless it is lawful to do so.

This communication is directed only at (i) persons outside the United Kingdom to whom it is lawful to communicate it, or (ii) persons 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 (as amended), or (iii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), each a 'Relevant Person', and persons who receive this communication who do not fall within (i), (ii) or (iii) above should not rely on or act upon this communication.

This announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of securities in the Company in any jurisdiction. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness, This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investments nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor. 

Canaccord Adams and Arden Partners are each acting for the Company and no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Canaccord Adams and Arden Partners respectively or for providing advice in relation to the Placing.

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