Scheme becomes effective

Numis Corporation PLC

13 October 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

13 October 2023

RECOMMENDED CASH ACQUISITION
OF
Numis Corporation plc ("Numis")
BY
Deutsche Bank AG ("Deutsche Bank")

Scheme becomes Effective

On 28 April 2023, the Board of Numis and the Management Board of Deutsche Bank announced that they had reached agreement on the terms of a recommended all cash offer pursuant to which Deutsche Bank will acquire the entire issued and to be issued ordinary share capital of Numis (the "Transaction"). The Transaction is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Capitalised terms used but not defined in this Announcement have the meanings given to them in the scheme document published on 18 May 2023 containing the full terms and conditions of the Transaction (the "Scheme Document").

The Board of Numis and the Management Board of Deutsche Bank are pleased to announce that, further to the announcement on 11 October 2023 that the Court had approved the Scheme, the Court Order has been delivered to the Registrar of Companies today and accordingly the Scheme has become Effective in accordance with its terms.

Scheme Shareholders on the register of members of Numis at 6.00 p.m. on 12 October 2023 will be entitled to receive 339 pence in cash for each Scheme Share held. Additionally, Scheme Shareholders on the register of members of Numis at 6.00 p.m. on 12 October 2023 will be entitled to receive the Second Permitted Dividend of 5 pence in cash per Numis Share.

Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by the despatch of a cheque or electronic payment to the Scheme Shareholder's specified account (for Scheme Shareholders holding Scheme Shares in certificated form) or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in uncertificated form) as soon as practicable and in any event not later than 14 days after the Effective Date, being 27 October 2023.

In the case of Scheme Shares which have been issued or transferred pursuant to the exercise of options or the vesting of awards granted under the Numis Share Schemes after the making of the Court Order on 11 October 2023 and prior to the Scheme Record Time, being 6.00 p.m. on 12 October 2023, settlement of the consideration and payments pursuant to the Second Permitted Dividend to which any Numis Directors or employees of the Numis Group is due in respect of those Scheme Shares will be effected through Numis payroll reasonably promptly (but is not required to be effected within 14 days of the Effective Date) subject to the deduction of any applicable exercise price, income tax and national insurance contributions or social security contributions or any other required withholding in any relevant jurisdiction.

Suspension and cancellation of admission to trading of Numis Shares

Trading in Numis Shares on AIM is expected to be suspended with effect from 7.30 a.m. today and the cancellation of the admission to trading of Numis Shares on AIM is expected to take place at 7.00 a.m. on 16 October 2023.

Board changes

Catherine James and Kathryn Gray have resigned from the Board of Numis with effect from 13 October 2023. Alex Ham, Ross Mitchinson, Andrew Holloway, Luke Savage and Richard Hennity will remain on the Board of Numis. In addition, Henrik Johnsson, Andrea Cozzi, Vathany Vijayaratna, Nicola Atkinson, Dominic Smyth and Christopher Jaques have been nominated by Deutsche Bank and appointed to the Board of Numis with effect from 13 October 2023.

Dealing disclosures

Numis is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Enquiries:

Deutsche Bank                                                                                                                       [phone]

Ioana Patriniche - Head of Investor Relations

Silke-Nicole Szypa

Deutsche Bank, London Branch (Financial Adviser to Deutsche Bank)                       [phone]

Daniel Ross

Derek Shakespeare

Oliver Ives

Nicholas Hunt

Lazard (Financial Adviser to Deutsche Bank)                                                                    [phone]

Cyrus Kapadia

Nicholas Millar

Stephen Dibsdale

FGS Global (PR Adviser to Deutsche Bank)                                                                       [phone]

James Murgatroyd

Charlie Chichester

Rory King

Numis (Communications)                                                                                                     [phone]

Noreen Biddle Shah

Fenchurch Advisory Partners (Financial Adviser to Numis)                                           [phone]

Kunal Gandhi

Rob Williams

Richard Locke

Grant Thornton UK LLP (Nominated Adviser to Numis)                                                   [phone]

Philip Secrett

Harrison Clarke

FTI Consulting LLP (PR Adviser to Numis)                                                                          [phone]

Edward Bridges

Daisy Hall

Cat Stirling

Ambrose Fullalove

Slaughter and May is acting as legal adviser, Cleary Gottlieb Steen & Hamilton LLP is acting as US regulatory legal adviser and Arthur Cox LLP is acting as Irish regulatory legal adviser to Deutsche Bank.

Travers Smith LLP is acting as legal adviser, Latham & Watkins LLP is acting as remuneration regulatory legal adviser and Holland & Knight LLP is acting as US regulatory legal adviser to Numis.

Important notices

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of an offer to buy any securities, any vote or approval in any jurisdiction pursuant to the Transaction or otherwise.

The Transaction will be made solely pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Transaction. Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information in the Scheme Document.

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with the laws of England and Wales and the Code and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales. Nothing in this Announcement should be relied on for any other purpose.

This Announcement does not constitute a prospectus or a prospectus-equivalent document.

Disclaimers

Deutsche Bank is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank is authorised under German banking law. The London branch of Deutsche Bank is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the United Kingdom, Deutsche Bank is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank on request.

Deutsche Bank, London Branch is acting as financial adviser to Deutsche Bank and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Deutsche Bank for providing the protections afforded to clients of Deutsche Bank, London Branch nor for providing advice in connection with the subject matter of this Announcement or any other matter referred to in this Announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to Deutsche Bank and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Deutsche Bank for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this Announcement. Neither Lazard nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this Announcement, any statement contained herein or otherwise.

Fenchurch Advisory Partners LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Numis and no-one else in connection with the Transaction described in this Announcement and accordingly will not be responsible to anyone other than Numis for providing the protections afforded to its clients nor for providing advice in relation to the matters described in this Announcement.

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Numis and no-one else in connection with the Transaction described in this Announcement and accordingly will not be responsible to anyone other than Numis for providing the protections afforded to its clients nor for providing advice in relation to the matters described in this Announcement.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe any applicable requirements. This Announcement has been prepared for the purpose of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Copies of this Announcement and any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Transaction is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Transaction shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the AIM Rules.

Notice to US investors in Numis

The Transaction relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act of 1934. Accordingly, the Transaction and the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Deutsche Bank exercises the right to implement the Transaction by way of an Offer and determines to extend the Offer into the United States, the Transaction will be made in compliance with applicable United States laws and regulations.

Financial information included in this Announcement has been or will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Transaction by a US holder of Numis Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Numis Shareholder is urged to consult with independent professional advisers immediately regarding the tax consequences of the Transaction applicable to it.

It may be difficult for US holders of Numis Shares to enforce their rights and any claim arising out of the US federal laws, since Deutsche Bank and Numis are located in non-US jurisdictions, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Numis Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Neither the United States Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Transaction, passed upon the merits or fairness of the Transaction or passed any opinion upon the accuracy, adequacy or completeness of this Announcement. Any representation to the contrary is a criminal offence in the United States.

Publication on website and requesting hard copies

A copy of this Announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on https://www.numis.com/investors by no later than 12 noon (London time) on the business day following the date of this Announcement. The content of the website is not incorporated into, and does not form part of, this Announcement.

In accordance with Rule 30.3 of the Code, Numis Shareholders, persons with information rights and participants in the Numis Share Schemes may request a hard copy of this Announcement by contacting Computershare Investor Services PLC during business hours (8.30 a.m. to 5.30 p.m.) on [phone] or by submitting a request in writing to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. In accordance with Rule 30.3 of the Code, you may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be in hard copy form.

 

END