Arbuthnot Securities Limited (3379S)
18 Novembre 2011 - 8:00AM
UK Regulatory
TIDMARBB TIDMWHL
RNS Number : 3379S
Arbuthnot Banking Group PLC
18 November 2011
For Immediate Release
PRESS RELEASE 18 November 2011
ARBUTHNOT BANKING GROUP PLC
ANNOUNCEMENT RE ARBUTHNOT SECURITIES LIMITED
Further to the announcement made by Arbuthnot Banking Group PLC
("Arbuthnot" or "the Group") on 9 November 2011 regarding Arbuthnot
Securities Limited ("Arbuthnot Securities"), Arbuthnot today
announces that it has entered into a conditional contract to sell
its investment banking division, Arbuthnot Securities, to Westhouse
Holdings PLC ("Westhouse"). The sale remains subject to regulatory
approval.
In the year to 31 December 2010 Arbuthnot Securities made a
profit before tax of GBP1.0m and for the six months to 30 June 2011
it reported a pre-tax loss of GBP3.4m. Westhouse has agreed to buy
Arbuthnot Securities together with its outstanding subordinated
loan of GBP1.5m for a total of GBP1.9m. It has also been agreed
that, when utilised, Arbuthnot will receive 75 per cent. of a
GBP1.9m deferred tax asset which Westhouse will acquire with the
business. The total consideration including the deferred tax asset
represents a GBP1.2m discount to the aggregate of the GBP3.0m of
the approximate unaudited net assets of Arbuthnot Securities as at
31 October 2011 and the GBP1.5m subordinated loan.
The balance sheet effect of the transaction for Arbuthnot will
be a reduction in net assets of GBP4.4m. This will include the cost
of closing a Long Term Incentive Plan ("LTIP") set up for employees
of Arbuthnot Securities and does not include any benefit from
deferred consideration resulting from the deferred tax asset.
Arbuthnot's regulatory capital requirement is expected to be
reduced by approximately GBP3.3m as it will no longer need to hold
capital for an investment banking business.
The upfront consideration payable by Westhouse will consist of
GBP1.0m in cash, 1.25m Westhouse shares (resulting in Arbuthnot
owning 9.37% of the enlarged share capital) and GBP350,000 of
convertible loan notes. Arbuthnot has agreed to retain its
shareholding in Westhouse for a minimum of 12 months.
Enquiries:
Arbuthnot Banking Group PLC Tel: 020 7012 2400
Henry Angest, Chairman and Chief Executive
Andrew Salmon, Chief Operating Officer
James Cobb, Group Finance Director
David Marshall, Director of Communications
Hawkpoint Partners Limited (Nominated Adviser) Tel: 020 7665 4500
Lawrence Guthrie
Numis Securities Limited Tel: 020 7260 1000
Christopher Wilkinson
Mark Lander
Pelham Bell Pottinger Tel: 020 7861 3232
Ben Woodford
Dan de Belder
Hawkpoint Partners Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
as nominated adviser to Arbuthnot Banking Group PLC and is acting
for no-one else in connection with the sale of Arbuthnot Securities
Limited and will not be responsible to anyone other than Arbuthnot
Banking Group PLC providing the protections afforded to clients of
Hawkpoint Partners Limited nor for providing advice in connection
with the sale of Arbuthnot Securities Limited or any other matter
referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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