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Rathbone Brothers (RAT)

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Thursday 31 March, 2005

Rathbone Brothers

Proposed merger update

Rathbone Brothers PLC
31 March 2005




                                                                 31 March 2005

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN


                          Rathbones Plc ('Rathbones')

           Proposed merger of Rathbones and Rensburg plc ('Rensburg')

Update

Following publication of the detailed terms of the proposed reverse takeover by
Carr Sheppards Crosthwaite Ltd of Rensburg, the board of Rathbones continues to
believe that the terms of its revised pre-conditional offer proposal (the
'Revised Offer Proposal') to acquire Rensburg announced on 27 February 2005
remain compelling and does not intend to improve them further. The Rathbones
Directors believe the Revised Offer Proposal is attractive for the following
reasons:

• the Enlarged Group will be a leading independent UK private client
  investment and wealth management firm with a strengthened market position;

• by utilising Rathbones' existing scaleable operating base, the Enlarged
  Group can achieve annual pre-tax cost savings of at least £8 million by 31
  December 2008 with low execution risk, whilst incurring associated one-off
  implementation costs of approximately £6 million;

• the Enlarged Group would have a strong regulatory capital base, a broad
  shareholder base combined with a high level of employee share ownership, and
  be well positioned for the sector's expected growth and further
  consolidation;

• Rensburg and Rathbones are both independent private client focused
  wealth management firms with little significant geographical overlap, save
  for both firms' long-established operations in Liverpool;

• the Enlarged Group would benefit from increased scale, with up to £11.9
  billion of aggregate funds under management (including approximately £1.4
  billion in unit trusts) and an enlarged client base;

• the merger would further consolidate Rathbones' position as a quoted,
  independent, FTSE 250 private client investment and wealth management firm
  with its existing growth prospects enhanced and a compelling investment
  case; and

• the Revised Offer Proposal provides a full and fair valuation of the
  Rensburg business, allowing Rensburg shareholders to realise part of their
  investment in cash and retain an enhanced participation in the prospects of
  the Enlarged Group.

Mark Powell, chairman of Rathbone Brothers Plc, said: 'Our revised and final
proposal would create an efficient organisation with expected annual pre-tax
cost savings of at least £8 million a year achievable by 2008 for a one-off
implementation cost of approximately £6 million. The merged group would enjoy
the benefits of being a leading, independent private client fund manager with a
strong balance sheet; offer a meaningful equity participation plan and enhanced
career prospects for its staff; and improved services for clients with a greater
geographical coverage. As an attractive proposition for fund managers and
potential clients, we will be well positioned to grow the enlarged group and to
continue to participate in the growth and further consolidation in our sector.'

Rathbones' Revised Offer Proposal

As previously announced on 27 February 2005, Rathbones has completed the
majority of its due diligence on Rensburg and has received helpful input from
Rensburg's senior management team during a series of constructive meetings. As a
result, Rathbones refined and discussed with Rensburg its views on the proposed
implementation plan for the merger of the two companies and the likely cost
savings. This included a proposed management structure and opportunities for
senior management career development and equity participation for Rensburg
employees. In addition, the Board of Rathbones believes that integration of the
two businesses could be successfully achieved with low implementation risk,
utilising Rathbones' existing scaleable systems.

Furthermore, as first announced on 27 February 2005, Rathbones has submitted a
Revised Offer Proposal for the entire issued share capital of Rensburg on the
following terms. For each Rensburg share:

• a fixed share exchange ratio of 0.74 new Rathbones shares (see note 1);
  and
• 50 pence in cash, by way of a special dividend declared by Rensburg in
  conjunction with the transaction.

On the basis of the closing price of Rathbones shares on 30 March 2005 of 800
pence, the Revised Offer Proposal, together with the proposed special dividend,
values each Rensburg share at 642 pence. Going forward, the exact value of the
Revised Offer Proposal will vary depending on the Rathbones share price. In
addition to these terms, Rensburg shareholders would retain their right to
receive Rensburg's proposed final dividend of 12 pence per Rensburg share for
the financial year ended 30 November 2004, payable on 8 April 2005. On 25
February 2005, the Rensburg board rejected the Revised Offer Proposal. The
Revised Offer Proposal remains subject to certain pre-conditions, including the
recommendation of the Rensburg board (see note 2).

The Revised Offer Proposal represents:

• a premium of 28 per cent. to Rensburg's closing price of 500 pence on 9
  December 2004, being the last dealing day prior to the suspension of
  Rensburg shares on 10 December 2004;
• a premium of seven per cent. to Rensburg's closing price of 598.5 pence
  on 30 March 2005, being the last dealing day prior to this announcement;
• 3.4 per cent. of Rensburg's historic funds under management (see note
  5); and
• 23 times Rensburg's historic earnings per share (see note 6).


Background to and reasons for Rathbones' interest in Rensburg


Rathbones' corporate strategy

Rathbones' strategy over recent years has involved developing its existing
operations and pursuing organic growth, acquisition and recruitment
opportunities where they have been demonstrably earnings enhancing. The ongoing
strength of Rathbones' management team has led to a track record of successful
integration of acquisitions and teams.

The Rathbones Board believes that consolidation of the private client wealth
management sector is likely to continue, especially given that changes to
service contracts have made it harder to recruit individual fund managers. The
Rathbones Directors believe that attractive returns can be generated for
investors by being at the forefront of this trend as a result of the increase in
the value of funds under management and the potential to continue to improve
operating returns.

Against this background, the Rathbones Board considers that the proposed
acquisition of Rensburg represents a significant opportunity to increase
substantially Rathbones' funds under management and revenues, to improve
operating returns and to provide an even stronger platform to participate in
further sector consolidation.


Strengthened market position

The market for services to high net worth individuals has continued to expand
and further growth is forecast for the medium term. The proposed combination
with Rensburg would create a leading independent private wealth manager with
significant scale and national coverage.

Rathbones, as enlarged by an acquisition of Rensburg (the 'Enlarged Group')
would have aggregate funds under management of up to £11.9 billion, of which
£1.4 billion would be in its own unit trusts and OEICs, making it one of the
leading discretionary private wealth managers in the UK.

Excellent cultural and geographical fit

The Rathbones Board believes that the cultural and geographical fit between the
two businesses is excellent.

From a cultural perspective, Rathbones and Rensburg are both independent UK
listed companies which are focused on private client wealth management,
primarily offering fee paying discretionary and advisory fund management and
wealth management services, and operating through a regional network of offices.

Outside London, the average size of clients' portfolios and the mix of advisory
and discretionary clients are broadly similar. Fee structures are also
complementary. Both Rathbones and Rensburg have successful track records of fund
out-performance, a testimony to the calibre of fund managers and the quality
investment process within each firm. The Rathbones Board believes that the
Enlarged Group represents a significant opportunity to retain and attract the
highest quality fund managers and assimilate best practice in investment process
from across the two firms.

Geographically, Rathbones and Rensburg have complementary networks.
Headquartered in London, Rathbones has a strong southern presence with offices
in Bristol, Cambridge, Chichester and Winchester together with offices in the
north west of England and in Edinburgh. It also has tax and trust offices in
London, Liverpool, Geneva, Jersey and the British Virgin Islands. Although it
has a small office in London, Rensburg's network is predominantly outside
southern England, with offices in Belfast, Glasgow, Leeds, Liverpool, Manchester
and Sheffield. Both firms were founded in Liverpool, where the substantive
element of their respective back and middle offices remain to this day.

Rathbones' operations and systems

Rathbones' existing operations and systems have proved efficient and robust and,
the Rathbones Directors believe, have the capacity to cope with a significant
increase in client numbers and funds under management. It is anticipated that as
part of the integration the majority of Rensburg's clients would be migrated on
to Rathbones' systems. Liverpool will be the operational centre for the Enlarged
Group.

Enhanced growth prospects

The Rathbones Directors believe that the Enlarged Group will be attractive to
fund managers and clients.

Improved career prospects, equity participation and being part of an independent
group with a strong balance sheet may attract fund managers who perceive they
lack some or all of these benefits in their current positions.

The Enlarged Group's continuing independence is, the Rathbones' Directors
believe, often regarded positively by many clients and their advisers. Combined
with the extended geographical spread, the Enlarged Group's ability to attract
clients should be increased. Over time, it will also be possible to offer
Rathbones' tax and trust services to Rensburg's clients and Rensburg's financial
planning services to Rathbones' clients.

In recent years Rensburg has increased its proportion of funds managed on a
discretionary basis. The existing strong investment processes in Rathbones and
Rensburg combined with Rensburg's record of converting clients to discretionary
management would allow the Enlarged Group to continue to increase the proportion
of funds managed on a discretionary basis.

Unit trusts and OEICs have been an area of recent growth for both companies
building on the strong investment performance achieved over the last five years.
The Rathbones Directors believe that the Enlarged Group's unit trusts operations
have the potential for considerable further growth.

Strengthened management team and enhanced career prospects

There will be considerable potential within the Enlarged Group for senior career
opportunities for key management given the expected scale and market position of
the Enlarged Group's business. Rathbones has a policy of encouraging awards of
Rathbones equity to its employees, believing it assists in the long-term
development of the Group by aligning the interests of employees and
shareholders. Rathbones staff, Directors, former Directors and their families
currently own over 25 per cent. of the Group's equity, with over 80 per cent. of
Rathbones staff currently owning equity. The Rathbones Directors intend to
continue the policy of encouraging awards of Rathbones equity to employees of
the Enlarged Group.

Financial effects

The Rathbones Directors expect that the acquisition of Rensburg will result in
annual pre-tax cost savings of at least £8 million being achieved by the year
ending 31 December 2008, with a significant proportion expected to be achieved
in the year ending 31 December 2007. Implementation costs of approximately £6
million in total are expected to be incurred, primarily in 2005 and 2006. These
cost savings are anticipated to arise from bringing subcontracted Rensburg
operations on to Rathbones' existing systems, limited reductions in staff
numbers, and removing duplication of certain head office and PLC costs.

The Rathbones Directors believe that the Revised Offer Proposal will be earnings
enhancing in the first full financial year following completion of the
acquisition and materially earnings enhancing thereafter (see note 7). The above
statement excludes the benefit arising from potential revenue growth
opportunities. The Rathbones Directors believe that these opportunities exist
and that the Enlarged Group will be able to take advantage of them to grow
revenue further over the medium term.

As stated in Rathbones' preliminary results announcement of 2 March 2005,
Rathbones continues to incur professional advisory costs in connection with its
proposed offer for Rensburg. In the event that an offer for Rensburg is made and
becomes unconditional, it is anticipated that the majority of Rathbones'
professional advisory costs (including stamp duty and those costs which are only
payable in the event of an offer being successful) of £5.3 million will be
capitalised. Rensburg's own professional advisory costs will be in addition to
these costs.

Under the Revised Offer Proposal Rensburg shareholders will have the opportunity
to retain their interest in a UK independent, listed private client fund
management company with a significant free float, as well as being able to
realise part of their investment in cash.

Timing

Rathbones has agreed with the Takeover Panel to either announce by 5pm on Monday
11 April 2005 a firm intention to make an offer for Rensburg under Rule 2.5 of
the Code or announce that it does not intend to make an offer for Rensburg.

Enquiries:

Rathbones

Mark Powell, Chairman                                 Tel: 020 7399 0000
Andy Pomfret, Chief Executive

Financial Dynamics
(Financial PR advisers to Rathbones)
Andrew Waterworth
Ed Gascoigne-Pees                                     Tel: 020 7831 3113

Dresdner Kleinwort Wasserstein Limited
(Joint financial adviser to Rathbones)
Christopher Baird                                     Tel: 020 7623 8000

Hawkpoint Partners Limited
(Joint financial adviser to Rathbones)
Charles Williams                                      Tel: 020 7665 4500

Bridgewell Securities Limited
(Corporate Broker to Rathbones)
Ben Money-Coutts                                      Tel: 020 7003 3000

This press release does not constitute an offer to sell or the solicitation of 
an offer to buy securities in any jurisdiction.

The availability of any offer to persons outside the United Kingdom, if made, 
may be affected by the laws of other jurisdictions. Such persons would need to 
inform themselves about and observe any applicable requirements of those 
jurisdictions.

Unless Rathbones determines otherwise, any offer will not be made, directly or 
indirectly, in or into, or by use of the mails or by any means or instrumentality 
(including, without limitation, by means of telephone, facsimile, telex, 
internet or other forms of electronic communication) of interstate or foreign 
commerce of, or by any facilities of a national securities exchange of, the 
United States, nor will any offer be made in or into Canada, Australia or Japan 
and any offer will not be capable of acceptance by any such use, means, 
instrumentality or facility or from within the United States, Canada, Australia 
or Japan. Accordingly, copies of this announcement and any offer announcement or 
documents are not being, and must not be, mailed or otherwise forwarded, 
distributed or sent, in whole or in part, in, into or from, the United States, 
Canada, Australia or Japan.  Securities may not be offered or sold in the United 
States absent registration under the US Securities Act of 1933 or an exemption 
from registration.

This announcement contains a number of forward-looking statements relating to 
Rathbones with respect to, among others, the following: financial condition; 
results of operation; the businesses of Rathbones; future benefits of the 
transaction; and management plans and objectives. Rathbones considers any 
statements that are not historical facts as 'forward-looking statements'. 
They involve a number of risks and uncertainties that could cause actual results 
to differ materially from those suggested by the forward-looking statements. 
Important factors that could cause actual results to differ materially from 
stimates or forecasts contained in the forward-looking statements include, among 
others, the following possibilities: future revenues are lower than expected; 
costs or difficulties relating to the integration of the businesses of Rathbones, 
or of other future acquisitions, are greater than expected; expected cost 
savings from the transaction or from other future acquisitions are not fully 
realised or realised within the expected time frame; competitive pressures in 
the industry increase; general economic conditions or conditions affecting the 
relevant industries, whether internationally or in the places Rathbones does 
business are less favourable than expected, and/or conditions in the securities 
market are less favourable than expected.

Dresdner Kleinwort Wasserstein Limited and Hawkpoint Partners Limited, which are
authorised and regulated in the United Kingdom by the Financial Services
Authority, are acting as joint financial advisers to Rathbones Plc and for no
one else in connection with the possible offer and other matters described
herein and will not be responsible to anyone other than Rathbones Plc for
providing the protections afforded to customers of Dresdner Kleinwort
Wasserstein Limited or Hawkpoint Partners Limited or for giving advice in
relation to the possible offer or in relation to the contents of this
announcement or any other matter described in this announcement.

Bridgewell Securities Limited which is regulated in the UK by the Financial
Services Authority, is acting exclusively for Rathbones and no one else in
connection with the possible offer and other matters described herein and will
not be responsible to anyone other than Rathbones for providing the protections
afforded to customers of Bridgewell Securities Limited or for giving advice in
relation to the possible offer or in relation to the contents of this
announcement or any other matter described in this announcement.

Note to editors:

 1. Fractions of new Rathbones shares will not be allotted or issued.
 2. Rathbones' Revised Offer Proposal has been made on the basis of a number of
    pre-conditions and assumptions. These include the recommendation of the
    Rensburg board and satisfactory completion of due diligence. The Board of
    Rathbones reserves the right to reconsider the requirement for any of these
    pre-conditions. There is no certainty that any offer will be made.
 3. Rathbones reserves the right to make any eventual offer at a price of less
    than 610 pence per Rensburg share (being Rathbones' proposal of 14 January
    2005) either (i) if the Board of Rensburg recommends an offer by Rathbones
    at a lower price or (ii) if another offeror announces a firm intention to
    make an offer at a lower price and to vary the nature and any mix of the
    consideration depending upon, inter alia, its review of the information to
    be supplied by Rensburg and any discussions which are held.
 4. If made, Rathbones' offer for Rensburg would be subject to Rathbones
    shareholder approval and would include customary terms and conditions for a
    UK public offer.
 5. Based on Rensburg's Group funds under management of £4.18 billion as at 30
    November 2004 (as disclosed in Rensburg's preliminary announcement for the
    year ended 30 November 2004 made on 15 February 2005) and on 22,089,151
    Rensburg ordinary shares currently in issue (as disclosed in the listing
    particulars of Rensburg posted in connection with the proposed reverse
    takeover by Carr Sheppards Crosthwaite Ltd of Rensburg).
 6. Based on Rensburg's 2004 basic earnings per share (before goodwill
    amortisation and exceptional items) of 27.9p (as disclosed in Rensburg's
    preliminary announcement for the year ended 30 November 2004 made on 15
    February 2005).
 7. This statement should not be interpreted to mean that the future earnings 
    per share of Rathbones following the proposed acquisition will necessarily 
    match or exceed the historical earnings per share of Rathbones and no 
    forecast is intended or implied.




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