TIDMNUM
RNS Number : 8195P
Numis Corporation PLC
11 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
11 October 2023
RECOMMED CASH ACQUISITION
OF
Numis Corporation plc ("Numis")
BY
Deutsche Bank AG ("Deutsche Bank")
Court sanction of the Scheme
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").
On 21 June 2023, the Scheme was approved by the requisite
majority of Scheme Shareholders at the Court Meeting and the
resolution in connection with the implementation of the Scheme was
passed by the requisite majority of Numis Shareholders at the
General Meeting.
Further to the announcement made on 28 September 2023 in
relation to the satisfaction of key conditions, update on the
Scheme timetable and declaration of the Second Permitted Dividend,
the Board of Numis and the Management Board of Deutsche Bank are
pleased to announce that the Court has today issued the Court Order
sanctioning the Scheme under section 899 of the Companies Act
2006.
Admission of new Numis Shares
In order to satisfy the conditional exercises by the holders of
options and/or vesting of awards granted under the Numis Share
Schemes, Numis will issue 2,749,020 new Numis Shares (the "New
Shares") to Computershare Trustees (Jersey) Limited as a trustee of
the Numis Corporation Plc Employee Benefit Trust (No.2).
An application has been made to the London Stock Exchange for
the New Shares to be admitted to trading on AIM at 8.00 a.m. on 12
October 2023.
A further announcement regarding the Numis Share Schemes will be
made tomorrow, 12 October 2023.
Next steps and timetable
The Scheme remains conditional on the delivery of a copy of the
Court Order to the Registrar of Companies, which is expected to
occur on 13 October 2023.
Numis confirms that the Scheme Record Time will be 6.00 p.m. on
12 October 2023. Scheme Shareholders on the register of members of
Numis at the Scheme Record Time will, upon the Scheme becoming
Effective, be entitled to receive 339 pence in cash for each Scheme
Share held. Additionally, Numis Shareholders on the register of
members of Numis at the Scheme Record Time will, upon the Scheme
becoming Effective, be entitled to receive the Second Permitted
Dividend of 5 pence in cash per Numis Share held.
The last day and time for dealings in, and for registrations of
transfers of, and disablement in CREST of, Numis Shares is 12
October 2023 at 6.00 p.m., and trading in Numis Shares on AIM will
be suspended with effect from 7.30 a.m. on 13 October 2023. With
effect from, or as soon as practicable after the Effective Date,
share certificates in respect of Numis Shares will cease to be
valid and entitlements to Numis Shares held within the CREST system
will be cancelled.
It is expected that, subject to the Scheme becoming Effective,
the cancellation of admission to trading of Numis Shares on AIM
will take place at 7.00 a.m. on 16 October 2023.
Further announcements will be made when the Scheme becomes
Effective and when the admission to trading of Numis Shares on AIM
has been cancelled.
Enquiries:
Deutsche Bank +49 80 0910 8000
Ioana Patriniche - Head of Investor Relations
Silke-Nicole Szypa
Deutsche Bank, London Branch (Financial Adviser to Deutsche
Bank) +44 20 7545 8000
Daniel Ross
Derek Shakespeare
Oliver Ives
Nicholas Hunt
Lazard (Financial Adviser to Deutsche Bank) +44 20 7187 2000
Cyrus Kapadia
Nicholas Millar
Stephen Dibsdale
FGS Global (PR Adviser to Deutsche Bank) +44 20 7251 3801
James Murgatroyd
Charlie Chichester
Rory King
Numis (Communications) +44 7904 529 515
Noreen Biddle Shah
Fenchurch Advisory Partners (Financial Adviser to Numis) +44 20
7382 2222
Kunal Gandhi
Rob Williams
Richard Locke
Grant Thornton UK LLP (Nominated Adviser to Numis) +44 20 7383
5100
Philip Secrett
Harrison Clarke
FTI Consulting LLP (PR Adviser to Numis) +44 20 3727 1000
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.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference into this Announcement) may contain certain
forward-looking statements with respect to the financial condition,
strategies, objectives, results of operations and businesses of the
Deutsche Bank Group and the Numis Group. All statements other than
statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are
statements of future expectations that are based on management's
current expectations and assumptions and involve known and unknown
risks and uncertainties that could cause actual results,
performance or events to differ materially from those expressed or
implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of
Deutsche Bank and the Deutsche Bank Group and Numis and the Numis
Group to market risks, statements as to accretion and statements
expressing management's expectations, beliefs, estimates,
forecasts, projections and assumptions, including as to future
potential cost savings, synergies, earnings, cash flow, return on
capital employed, production and prospects. These forward-looking
statements are identified by their use of terms and phrases such as
"aims", "anticipate", "believe", "could", "estimate", "expect",
"goals", "hopes", "intend", "may", "objectives", "outlook", "plan",
"probably", "project", "risks", "seek", "should", "target", "will",
"would" and similar terms and phrases.
By their very nature, forward-looking statements involve risks
and uncertainties. There are a number of factors that could affect
the future operations of Deutsche Bank and the Deutsche Bank Group
and Numis and the Numis Group and could cause those results to
differ materially from those expressed in the forward-looking
statements included in this Announcement.
Such factors include the conditions in the financial markets in
Germany, in Europe, in the United States and elsewhere from which
the Deutsche Bank Group and/or the Numis Group derives a
substantial portion of its revenues and in which the Deutsche Bank
Group and/or the Numis Group holds a substantial portion of its
assets, the development of asset prices and market volatility,
potential defaults of borrowers or trading counterparties, the
implementation of Deutsche Bank's and/or Numis' strategic
initiatives, the reliability of Deutsche Bank's and/or Numis' risk
management policies, procedures and methods, and other risks
referenced in Deutsche Bank's and/or Numis' filings with the U.S.
Securities and Exchange Commission. Such factors are described in
detail in Deutsche Bank's SEC Form 20-F of 17 March 2023 under the
heading "Risk Factors" (available at http://www.db.com/ir). These
factors also should be considered by the reader.
Neither Deutsche Bank, Numis, the Wider Deutsche Bank Group nor
the Wider Numis Group, nor any of their respective associates or
directors, officers or advisers, provide any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur. Given these risks and uncertainties, potential
investors are cautioned not to place any reliance on these
forward-looking statements.
Other than in accordance with their legal or regulatory
obligations, neither Deutsche Bank, Numis, the Wider Deutsche Bank
Group nor the Wider Numis Group is under any obligation, and each
such person expressly disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
No profit forecasts, estimates or quantified benefits
statements
No statement in this Announcement, or incorporated by reference
into this Announcement, is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per share for Numis or Deutsche Bank, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Numis or Deutsche Bank, as appropriate.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (London time) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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 +44 (0)370 707 1203 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOALFLFFXBLBFBV
(END) Dow Jones Newswires
October 11, 2023 08:10 ET (12:10 GMT)
Numis (LSE:NUM)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Numis (LSE:NUM)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025