공시 • Oct 15
Deutsche Bank Aktiengesellschaft (XTRA:DBK) completed the acquisition of Numis Corporation Plc (AIM:NUM) from group of shareholders.
Deutsche Bank Aktiengesellschaft (XTRA:DBK) reached agreement to acquire Numis Corporation Plc (AIM:NUM) from group of shareholders for approximately £390 million on April 28, 2023. Under the terms, Deutsche Bank made a cash off to acquire all shares at a price of 350 pence per share. The shareholders will receive 339 pence in cash, an interim dividend of 6 pence per Numis Share for the six months ended March 31, 2023, which is not conditional upon the Transaction becoming effective and an additional interim dividend of 5 pence per Numis Share, which is conditional upon the Transaction becoming effective. Deutsche Bank has also received an irrevocable undertaking from Aktieselskabet af 1.3.2017, an investment vehicle which is wholly-controlled and 95% owned by Anders Holch Povlsen, to vote in favour of the Scheme, is the beneficial owner of 25,078,486 Numis Shares in aggregate, representing approximately 22.8% stake. Deutsche Bank also received an irrevocable undertakings from Alexander Ham, Ross Mitchinson, Andrew Holloway, Catherine James, Luke Savage, Kathryn Gray and Richard Hennity to accept the offer. Numis' employees will have key positions in the combined UK franchise to continue to drive growth alongside Deutsche Bank. Deutsche Bank intends to merge most of its existing UKI corporate finance team of approximately 35 people into the combined business. Leadership Team comprising representatives from both Numis' current senior leadership team and Deutsche Bank will be established to ensure the combined client base gains access to, and benefits from, the combined resources and capabilities. In addition to the Leadership Team, Deutsche Bank intends to establish an Integration Team with representatives from Numis and Deutsche Bank, led by Deutsche Bank's investment banking Global COO and by Numis' chief operating officer. As on June 21, 2023, Transaction has been approved by Court as well as Numis shareholders.
The Numis Board of Directors intend unanimously to recommend that Numis Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings. The transaction remains subject to approval of the Scheme by a majority in number of the Scheme Shareholders present and voting at the Court Meeting, either in person or by proxy, representing not less than 75% of the Scheme Shares held by such Scheme Shareholders, the passing of a special resolution at the Numis General Meeting, requiring the approval of Numis Shareholders representing at least 75% of the votes cast at the Numis General Meeting, the receipt of certain regulatory clearances and approvals, the approval of the Scheme by the Court, the delivery of a copy of the Scheme Court Order to the Registrar of Companies, the Financial Conduct Authority, the UK CMA clearance, the Central Bank of Ireland having confirmed that it does not object to the indirect acquisition of a qualifying holding in Numis Europe Limited by Deutsche Bank, and in the event that the Transaction is deemed a change in ownership or control pursuant to FINRA Rule 1017(a), Numis Securities Inc., having submitted an application to FINRA in connection with such change in ownership or control as required by FINRA Rule 1017. Prior to the Scheme becoming Effective, it is intended that application will be made to the London Stock Exchange for the cancellation of the admission to trading of Numis Shares on AIM, with effect from or shortly following the Effective Date, and to re-register Numis as a private company. Trading in Numis shares is expected to be suspended on or shortly before the Effective Date. Assuming completion in the fourth quarter of 2023, Deutsche Bank anticipates that the Transaction will be EPS accretive from 2024 and will deliver an attractive return on regulatory capital consumed. Deutsche Bank will finance the Cash Consideration payable to Numis Shareholders from existing cash resources. Catherine James and Kathryn Gray have resigned from the Board of Numis with effect from October 13, 2023. As on October 11, 2023, Numis Corp announced the court has sanctioned the scheme for keover by Deutsche Bank AG. 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 October 13, 2023.
Daniel Ross, Derek Shakespeare, Oliver Ives, and Nicholas Hunt of Deutsche Bank AG, London Branch and Cyrus Kapadia, Nicholas Millar, and Stephen Dibsdale of Lazard & Co., Limited acted as financial advisors, David Johnson, Claire Jackson, Warwick Brennand, Phil Linnard, Philippa O'Malley, and Nick Bonsall of 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. Kunal Gandhi, Rob Williams, and Richard Locke of Fenchurch Advisory Partners LLP and Philip Secrett, and Harrison Clarke of Grant Thornton Corporate Finance acted as financial advisors, 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 and Computershare Investor Services PLC acted as registrar to Numis. Ashurst LLP acted as legal advisor to Numis Corporation Plc (AIM:NUM). Karen Davies of Ashurst LLP acted as legal advisor to Lazard & Co., Limited.
Deutsche Bank Aktiengesellschaft (XTRA:DBK) completed the acquisition of Numis Corporation Plc (AIM:NUM) from group of shareholders on October 13, 2023. Alex Ham and Ross Mitchinson will become Co-CEOs of Deutsche Numis, reporting to Henrik Johnsson, Co-Head of EMEA Investment Banking at Deutsche Bank and the new Chairman of Deutsche Numis. Luke Savage, former Chairman of Numis, will continue to sit on the Board and work closely with the leadership team.
