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Rathbone Brothers (RAT)

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Monday 28 February, 2005

Rathbone Brothers

Update on offer proposal

Rathbone Brothers PLC
28 February 2005

RATHBONE BROTHERS PLC

27 FEBRUARY 2005



            Pre-conditional offer proposal for Rensburg plc - update



Since its announcement of 14 January 2005, Rathbone Brothers Plc ('Rathbones')
has continued to work towards making a recommended offer for Rensburg plc 
('Rensburg').  Rathbones has devoted significant time and management resource to
the evaluation of Rensburg and remains convinced that there are compelling
strategic, operational and financial arguments for a combination of the two
businesses.

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

Following these discussions, on 23 February 2005 Rathbones submitted a revised
pre-conditional offer proposal (the '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 4);
   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 25 February 2005 of 819
pence, the Revised Offer Proposal values each Rensburg share at 656 pence, a 31
per cent. premium to the price of 500 pence at which Rensburg shares were
suspended on 10 December 2004.  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.

This Revised Offer Proposal, which remained subject to certain pre-conditions,
including the recommendation of the Rensburg board, was rejected by the Rensburg
board on 25 February 2005.

The Board of Rathbones considers that the Revised Offer Proposal represents a
full and fair valuation of Rensburg and provides Rensburg shareholders with the
opportunity to participate in the enhanced prospects of the enlarged group.  In
particular, the Board of Rathbones believes its proposal would provide Rensburg
shareholders with:

•  a shareholding in a well-regarded independent group which is firmly
   within the FT-SE 250 with a 100 per cent. free float;

•  an immediate capital uplift; and

•  an increase in income.

Mark Powell, Chairman of Rathbone Brothers Plc, said: 'We have enjoyed full
cooperation from Rensburg and this led to us submitting an improved proposal.
Our increased understanding of Rensburg and constructive dialogue with a broad
range of Rensburg's senior people has led us to be confident of the cultural
fit, likely cost savings and the low implementation risk of bringing these two
successful businesses together.  We continue to believe this would be of real
benefit to the shareholders, clients and staff of both groups.'

                                      Ends


Enquiries:

Rathbone Brothers Plc                                              020 7399 0000
Mark Powell, Chairman
Andy Pomfret, Chief Executive

Financial Dynamics     
Geoffrey Pelham-Lane                                                07733 124226
Ed Gascoigne-Pees                                                   07884 001949

Dresdner Kleinwort Wasserstein                                     020 7623 8000
Christopher Baird

Hawkpoint                                                          020 7665 4500
Charles Williams

Bridgewell                                                         020 7003 3000
Ben Money-Coutts

Dresdner Kleinwort Wasserstein Limited ('DrKW'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
for Rathbones and no one else in connection with this matter and will not be
responsible to anyone else other than Rathbones for providing the protections
afforded to customers of DrKW or for giving advice in relation to this matter or
in relation to the contents of this announcement.

Hawkpoint Partners Limited ('Hawkpoint'), which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting for Rathbones
and no one else in connection with this matter and will not be responsible to
anyone else other than Rathbones for providing the protections afforded to
customers of Hawkpoint or for giving advice in relation to this matter or in
relation to the contents of this announcement.

Bridgewell Securities Limited ('Bridgewell'), which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting for
Rathbones and no one else in connection with this matter and will not be
responsible to anyone else other than Rathbones for providing the protections
afforded to customers of Bridgewell or for giving advice in relation to this
matter or in relation to the contents of this announcement.

Notes to editors:

1. Rathbones will announce its preliminary results for the year ended 31
   December 2004 on 2 March 2005.

2. As stated on 14 January 2005, Rathbones reserves the right to reconsider its
   requirement for a number of pre-conditions to its proposal.

3. Sources and bases of information.



a) Comparison of capital uplift
Market value of one Rensburg share on 9 December 2004, prior to its suspension on 10                  500p
December 2004

Market value of 0.74 new Rathbones shares, based on a Rathbones share price of 819 pence              606p
(the closing share price on 25 February 2005)
Special dividend to be declared by Rensburg as part of Revised Offer Proposal                          50p
Total value                                                                                           656p

Increase in value per Rensburg share                                                                  156p



b) Comparison of income
Rensburg
2003/04 interim dividend                                                                              6.0p
2003/04 proposed final dividend                                                                      12.0p
Gross dividend on one Rensburg share                                                                 18.0p

Rathbones
2003 final dividend                                                                                  16.0p
2004 interim dividend                                                                                10.5p
Gross dividend on one Rathbones share                                                                26.5p

Equivalent to gross dividend on 0.74 new Rathbones shares                                            19.6p

Gross annual interest of 4.6% (the gross annual redemption yield on 8.5% 2005 UK Gilt as              2.3p
obtained from the Financial Times on 26 February 2005) on 50p special dividend to be
declared by Rensburg as part of Revised Offer Proposal

Increase in gross income per Rensburg share                                                           3.9p



4. Fractions of new Rathbones shares will not be allotted or issued.


                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                       

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