Deutsche Bank Aktiengesellschaft reached agreement to acquire Numis Corporation Plc from group of shareholders for approximately £390 million.
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.