Arbuthnot Regulatory News (ARBB)

27 Apr 2006 16:26

Arbuthnot Banking Group PLC27 April 2006 Not for release, distribution or publication in whole or in part in or into theUnited States, Canada, Japan, Australia, the Republic of Ireland or South Africa PRESS ANNOUNCEMENT For Immediate Release 27 April 2006 ARBUTHNOT BANKING GROUP PLC ("ARBUTHNOT BANKING GROUP", THE "GROUP" OR THE"COMPANY") RESULTS OF THE PLACING AND OFFERS AND EXTRAORDINARY GENERAL MEETING On 31 March 2006, Arbuthnot Banking Group posted a circular to its shareholderscontaining details of the Placing and Offers, pursuant to which the Group hastoday allotted a total of 709,725 New Ordinary Shares to raise a total of £4.3million (£4.0 million net of expenses). It was proposed that up to 710,000 New Ordinary Shares be issued at 600 penceper share through the Placing and Offers, which comprised (1) a firm placing of347,305 Placing Shares to Flowidea, a company beneficially owned by Mr HenryAngest, the Chairman of Arbuthnot Banking Group; (2) a placing of 115,136 VendorShares (subject to the Second Offer) with Cherrydene, a company alsobeneficially owned by Mr Angest; (3) the First Offer of up to 247,559 OfferShares made by Hawkpoint on behalf of the Group to Qualifying EligibleShareholders; and (4) the Second Offer of up to 115,136 Vendor Shares made byCherrydene to Qualifying Institutional Shareholders. In addition, the FirstOffer was fully underwritten by Cherrydene. Of the 709,725 New Ordinary Shares allotted under the Placing and Offers,Flowidea has subscribed for 347,305 Placing Shares, representing approximately48.9 per cent. of the New Ordinary Shares issued under the Placing and Offers.Valid applications have been received from shareholders in respect of 63,592Offer Shares under the First Offer and in respect of 69,208 Vendor Shares underthe Second Offer, representing, in aggregate, approximately 18.7 per cent. ofthe New Ordinary Shares issued under the Placing and Offers. Under the terms ofthe Placing and Offers, Cherrydene has therefore subscribed for the 183,692Offer Shares not taken up by the Qualifying Eligible Shareholders and the 45,928Vendor Shares not taken up by the Qualifying Institutional Shareholders,representing in aggregate approximately 32.4 per cent. of the New OrdinaryShares issued under the Placing and Offers. Following the issue of the New Ordinary Shares, Henry Angest, will, throughFlowidea and Cherrydene, have a total beneficial shareholding of 7,557,219Ordinary Shares, representing approximately 50.6 per cent. of the Enlarged ShareCapital of the Group. At the Extraordinary General Meeting of Arbuthnot Banking Group, which tookplace earlier today, the Resolution put to Independent Shareholders (in respectof the waiver of Rule 9 of the City Code) was duly passed. The New OrdinaryShares will be admitted and begin trading on the Alternative Investment Marketat 8.00 a.m. tomorrow. Terms defined in the Circular of Arbuthnot Banking Group dated 31 March 2006shall, unless the context requires otherwise, have the same meaning in thisannouncement. For further information contact: Arbuthnot Banking Group PLC 020 7012 2400Stephen LockleyAndrew Salmon Hawkpoint Partners Limited 020 7665 4500Paul BainesLawrence Guthrie The Directors of Arbuthnot Banking Group accept responsibility for theinformation contained in this announcement. To the best of the knowledge andbelief of the Directors (who have taken all reasonable care to ensure that suchis the case) the information contained in this announcement is in accordancewith the facts and does not omit anything likely to affect the import of suchinformation. Hawkpoint Partners Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for ArbuthnotBanking Group in connection with the Placing and Offers and no-one else. NeitherHawkpoint Partners Limited nor Arbuthnot Securities Limited, broker to ArbuthnotBanking Group, will be responsible to anyone other than Arbuthnot Banking Groupfor providing the protections afforded to customers of Hawkpoint PartnersLimited or Arbuthnot Securities Limited and will not be responsible forproviding advice to any such person in relation to the Placing and Offers or thecontents of this financial promotion or any other matter referred to herein. The New Ordinary Shares have not been, nor will they be, registered under theUnited States Securities Act of 1933 (as amended), or under the securities lawsof any state of the United States or under the applicable securities laws of anyother Excluded Territory. The New Ordinary Shares may not be offered or sold,directly or indirectly, in or into the United States or any other ExcludedTerritory, or to or for the benefit of any national, resident or citizen of anyother Excluded Territory. There will be no public offer of securities in theUnited States or any other Excluded Territory. This announcement does not constitute an offer of, or the solicitation of anyoffer to subscribe for or buy, any of the new ordinary shares to any person inany jurisdiction to whom or in which such offer or solicitation is unlawful. Thedistribution of this announcement in certain jurisdictions may be restricted bylaw and therefore persons into whose possession this announcement comes shouldinform themselves about and observe any such restrictions. Any failure to complywith these restrictions may constitute a violation of the securities laws ofsuch jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange