Rathbones : Combined Prospectus and Class 1 Shareholder Circular in Relation to the All-Share Combination of Rathbones Group Plc and Investec Wealth & Investment Limited

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

This document comprises (i) a prospectus for the purpose of the Prospectus Regulation and (ii) a circular prepared in accordance with the Listing Rules of the Financial Conduct Authority (the "FCA") made under section 73A of FSMA relating to Rathbones Group Plc ("Rathbones" or the "Company"). The share capital of Rathbones as at the date of this document comprises Ordinary Shares listed on the premium segment of the Official List of the FCA and admitted to trading on the London Stock Exchange's Main Market for listed securities ("Existing Ordinary Shares"). As part of a combination of the Rathbones and Investec Wealth & Investment Limited ("Investec W&I UK") (the "Combination"), Rathbones proposes to issue 44,538,331 Consideration Shares to Investec Bank PLC ("Investec Bank") (a subsidiary of Investec PLC). The Consideration Shares shall be issued by Rathbones in consideration for the acquisition of the entire issued share capital of Investec W&I UK in accordance with the Share Purchase Agreement the terms of which are referred to in Part 2 (Summary of Key Combination Terms) of this document. The Consideration Shares shall comprise (i) 27,056,463 New Ordinary Shares; and (ii) 17,481,868 Convertible Non-Voting Ordinary Shares. An application for Admission of the New Ordinary Shares is intended to be made as set out in this document. It is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares will commence on London Stock Exchange at 8.00 a.m. on the date on which Completion takes place. No applications are intended to be made for the New Ordinary Shares to be admitted to listing or dealing on any exchange other than London Stock Exchange, and no applications will be made for the Convertible Non-Voting Ordinary Shares to be admitted to listing or dealing on any exchange.

The prospectus comprised within this document has been prepared in accordance with the Prospectus Regulation Rules of the FCA and approved by the FCA as competent authority under the UK version of Regulation (EU) 2017/1129, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. The FCA only approves the prospectus comprised within this document as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of the document. Recipients should make their own assessment as to the suitability of investing in the securities. This document has been filed with the FCA and made available to the public in accordance with paragraph 3.2.1 of the Prospectus Regulation Rules.

The Company, each of the Rathbones Directors and the Proposed Directors, whose names appear on page 30 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company, the Rathbones Directors and the Proposed Directors (who have taken all reasonable care to ensure that such is case), the information contained in this document is in accordance with the facts and this document makes no omission likely to affect the import of such information.

The Company, each of the Rathbones Directors and the Proposed Directors, whose names appear on page 30 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company, the Rathbones Directors and the Proposed Directors, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.

You should read the whole of this document and the documents incorporated herein by reference. In particular, your attention is drawn to the section of this document entitled "Risk Factors" on pages 11 to 29, which you should read in full, and the "Letter from the Chair of Rathbones" on pages 39 to 48 of this document which recommends that Shareholders vote in favour of the Rathbones Shareholder Resolutions to be proposed at the General Meeting. Certain terms used in this document are defined in Part 14 (Definitions) of this document.

RATHBONES GROUP PLC

(incorporated in England and Wales with registered number 01000403)

Proposed issue of 27,056,463 New Ordinary Shares and 17,481,868 Convertible Non-Voting Ordinary Shares to Investec Bank (a subsidiary of Investec PLC) in connection with the proposed Combination of Rathbones and Investec W&I UK

Admission of the New Ordinary Shares to the premium listing segment of the Official List

and to trading on the Main Market of the London Stock Exchange

and

Circular to Shareholders and Notice of General Meeting

BofA Securities

Financial Adviser, Joint Corporate Broker, and Sponsor

None of the Existing Ordinary Shares nor the Consideration Shares are being made generally available to the public in conjunction with the proposed Combination.

Notice of the General Meeting, to be held at 10.30 a.m. on 23 June 2023 at 8 Finsbury Circus, London EC2M 7AZ, is set out in Part 17 (Notice of General Meeting) of this document. A Form of Proxy is enclosed for use by Shareholders in connection with the

General Meeting. To be valid, a Form of Proxy, completed in accordance with the instructions thereon, must be received by the registrar of Rathbones, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible but in any event by no later than 10.30 a.m. on 21 June 2023 (or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned meeting). Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish.

Shareholders who hold their Ordinary Shares in uncertificated form in CREST may alternatively use the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual as explained in the notes accompanying the Notice of General Meeting. Proxies submitted via CREST must be received by Equiniti (ID RA19) by no later than 10.30 a.m. on 21 June 2023 (or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned meeting). The appointment of a proxy using the CREST Proxy Voting Service will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish. Alternatively, Shareholders may appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.sharevote.co.uk.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for the Company and no-one else in connection with the Combination and Admission, and it will not regard any other person (whether or not a recipient of this document) as a client in relation to the Combination and Admission and it will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Combination or Admission or another transaction, matter or arrangement referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on BofA Securities by FSMA or the regulatory regime established thereunder or under the regulatory regime of any other applicable jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither BofA Securities nor any of its affiliates accepts any responsibility whatsoever for the contents of this document including its accuracy, completeness and verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or its subsidiaries, the Ordinary Shares, the Combination or Admission. BofA Securities and its affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this document or any such statement. No representation or warranty, express or implied, is made by BofA Securities or any of its affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this document, and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future.

NONE OF THE COMPANY, BOFA SECURITIES, INVESTEC W&I UK OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, IS MAKING ANY REPRESENTATION TO ANY RECIPIENT OR HOLDER OF THE ORDINARY SHARES REGARDING THE LEGALITY OF ANY INVESTMENT BY A RECIPIENT UNDER THE LAWS APPLICABLE TO SUCH RECIPIENT. THE CONTENTS OF THIS DOCUMENT ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE. EACH RECIPIENT OR SHAREHOLDER SHOULD CONSULT HIS, HER OR ITS OWN SOLICITOR, INDEPENDENT FINANCIAL ADVISOR OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE.

THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY RATHBONES SHARES IN ANY JURISDICTION.

Recipients of this document are authorised to use it solely for the purpose of considering the terms of the Combination and may not reproduce or distribute this document, in whole or in part, and may not disclose any of the contents of this document or use any information herein for any purpose other than considering the terms of the Combination. Recipients agree to the foregoing by accepting delivery of this document. If you have sold or otherwise transferred all of your Rathbones Shares you should send this document and, if relevant, the enclosed Form of Proxy at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

This document is being made available to the public in accordance with the Prospectus Regulation and can be accessed free of charge in electronic form on Rathbones' website at www.rathbones.com/investor-relations.

Without prejudice to any legal or regulatory obligation on the Company to publish a supplementary prospectus pursuant to section 87G of FSMA and Rule 3.4 of the Prospectus Regulation Rules, neither the delivery of this document, completion of the Combination nor Admission shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company, the Rathbones Group or the Investec W&I UK Group since the date of this document or that the information in it is correct as of any time subsequent to its date. The Company will comply with its obligation to publish a supplementary prospectus containing further updated information if so required by law or by any regulatory authority but assumes no further obligation to publish additional information.

Recipients should only rely on the information contained in this document and the documents (or parts thereof) incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this document and the documents (or parts thereof) incorporated herein by reference, and if given or made, such information or representations must not be relied on as having been so authorised by or on behalf of Rathbones, the Rathbones Directors, the Proposed Directors or BofA Securities. None of the above persons take any responsibility or liability for, and can provide no assurance as to the reliability of, other information that recipients may have been given. In particular, save for the information incorporated by reference into this document as set out in Part 13 (Information Incorporated by Reference) of this document, the contents of Rathbones' website does not form part of this document and should not be relied upon.

NOTICE TO OVERSEAS SHAREHOLDERS AND RECIPIENTS

This document does not constitute an offer of, or the solicitation of an offer to subscribe for or buy, any Rathbones Shares to any person in any jurisdiction. The distribution of this document in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been or will be taken by Rathbones to permit an issue of the Rathbones Shares or to permit the possession or distribution of this document (or any other issuing or publicity materials relating to the Rathbones Shares) in any jurisdiction where action for that purpose may be required or where to do so may be unlawful. Neither this document, any advertisement nor any other material relating to it may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of any such restrictions by any person.

None of the Existing Ordinary Shares or the Consideration Shares may be offered in or into any Restricted Jurisdiction or to or for the account or benefit of any national, resident or citizen of a Restricted Jurisdiction. Any persons (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward this document or any accompanying document into a Restricted Jurisdiction should seek appropriate advice before taking any such action. Accordingly, neither this document nor any advertisement nor any other offering material may be distributed or published in any Restricted Jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such requirements by any person.

THE CONTENTS OF THIS DOCUMENT ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE. EACH SHAREHOLDER AND ANY OTHER PERSON WHO RECEIVES THIS DOCUMENT SHOULD CONSULT HIS, HER OR ITS OWN LEGAL ADVISER, FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE.

The date of this document is 1 June 2023.

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TABLE OF CONTENTS

SUMMARY	4
RISK FACTORS	11
RATHBONES DIRECTORS, PROPOSED DIRECTORS, REGISTERED OFFICE
AND ADVISORS	30
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	32
COMBINATION STATISTICS	33
IMPORTANT INFORMATION	34
Part 1 Letter from the Chair of Rathbones	39
Part 2 Summary of Key Combination Terms	49
Part 3 Information relating to Rathbones, Investec W&I UK and their Industries	59
Part 4 Regulatory Overview	70
Part 5 Historical Financial Information of Rathbones	87
Part 6 Operating and Financial Review of Rathbones	88
Part 7 Historical Financial Information of Investec W&I UK Group	90
Part 8 Capitalisation and Indebtedness	133
Part 9 Unaudited Pro Forma Financial Information on the Enlarged Rathbones Group	135
Part 10 Directors, Proposed Directors, Senior Management and Corporate Governance	141
Part 11 Investec Wealth Profit Estimate	163
Part 12 Additional Information	164
Part 13 Information Incorporated by Reference	181
Part 14 Definitions	185
Part 15 To vote on the Combination	196
Part 16 Action to be taken	197
Part 17 Notice of General Meeting	199

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SUMMARY

Section 1 - Introduction and warnings

As at 30 May 2023, being the latest practicable date prior to the publication of this document (the "Latest Practicable Date"), there are 63,433,381 ordinary shares of 5 pence each in the capital of Rathbones ("Ordinary Shares") in issue (the "Existing Ordinary Shares").

As consideration for Rathbones' proposed acquisition of Investec W&I UK (the "Combination"), Rathbones has agreed to issue 44,538,331 consideration shares comprising: (i) 27,056,463 Ordinary Shares ("New Ordinary Shares"); and

1. 17,481,868 convertible non-voting ordinary shares with a nominal value of 5 pence each (the "Convertible Non-Voting Ordinary Shares", and together with such New Ordinary Shares, the "Consideration Shares").

The Legal Entity Identifier ("LEI") of Rathbones is 213800MBTHM6UE8ZQP29. The Existing Ordinary Shares have, and the New Ordinary Shares will have, the ISIN GB0002148343 and SEDOL number 0214834 and are and will be traded on the Main Market under the ticker symbol 'RAT'. The registered office of Rathbones is 8 Finsbury Circus, London EC2M 7AZ. The contact telephone number for Rathbones is [phone].

The prospectus comprised within this document has been approved by the United Kingdom Financial Conduct Authority ("FCA"), 12 Endeavour Square, London E20 1JN, as competent authority under the UK version of Regulation (EU) 2017/1129, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("Prospectus Regulation"). The FCA only approves the prospectus comprised within this document as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of the document. Recipients should make their own assessment as to the suitability of investing in the securities. This document was approved on 1 June 2023.

This summary should be read as an introduction to this document. Any decision to invest in the securities should be based on a consideration of the document as a whole. Any investor could lose all or part of their invested capital.

Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or where it does not provide, when read together with the other parts of the document, key information in order to aid investors when considering whether to invest in such securities. A Recipient should not rely solely on the summarised financial information.

Section 2 - Key information on the issuer 2.1 - Who is the issuer of the securities?

The legal and commercial name of the issuer is Rathbones. Rathbones was incorporated and registered in England and Wales on 21 January 1971 under the Companies Acts 1948 to 1967, with the name Comprehensive Financial Services Limited, as a private company limited by shares with registered number 1000403. In 1984, Rathbones re-registered as a public company limited by shares with the name Comprehensive Financial Services Public Limited Company. On 29 September 1988, Rathbones changed its name to Rathbone Brothers Public Limited Company and in 1992, following a one for one capitalisation issue, Rathbones was admitted to the Official List. On 3 December 2021, Rathbones changed its name to Rathbones Group Plc.

The registered office of Rathbones is at 8 Finsbury Circus, London EC2M 7AZ. Rathbones' LEI is 213800MBTHM6UE8ZQP29. Rathbones is listed on the Main Market of the London Stock Exchange and is a constituent of the FTSE 250 index. It has approximately 2,011 employees in 15 locations across the UK and Jersey. Rathbones' headquarters are located at 8 Finsbury Circus, London EC2M 7AZ. Rathbones has appointed Deloitte LLP as its auditor.

The principal legislation under which Rathbones operates is the Companies Act, and the Consideration Shares will be issued pursuant to the Articles and the Companies Act. Rathbones is subject to the Prospectus Regulation Rules, MAR and all other laws and regulations which apply to securities sold and traded in England and Wales and, to the extent such rules apply to companies with a Premium Listing, the Listing Rules and the Disclosure Guidance and Transparency Rules.

Rathbones, through its subsidiaries, is a leading provider of high-quality, personalised investment and wealth management services for private clients, charities, and trustees. Rathbones' services include discretionary investment management, unit trusts, banking and loan services, financial planning, unitised portfolio services, and UK trust, legal, estate and tax advice.

Rathbones is the ultimate holding company of the Rathbones Group. The table below contains a list of the principal subsidiaries of Rathbones.

Name	Country of incorporation		Business activity
Rathbones Investment Management	England and Wales		Investment management and banking
Limited				services
Rathbone Unit Trust Management Limited		England and Wales		Unit trust management
Rathbones Investment Management	Jersey		Investment Management
International Limited
Rathbones Trust Company Limited		England and Wales		Trust and tax services
Rathbones Legal Services Ltd		England and Wales		Legal services
Vision Independent Financial Planning	England and Wales		Financial planning services
Limited
Castle Investment Solutions Limited		England and Wales		Investment support services
Saunderson House Limited		England and Wales		Financial planning and investment
				management

Rathbones owns, directly or indirectly, 100 per cent. of the ordinary share capital of all of the above-listed subsidiaries.

Key managing directors

The members of the Rathbones Board are Clive Bannister (Chair), Paul Stockton (Group Chief Executive Officer), Jennifer Mathias (Group Chief Financial Officer), Iain Cummings (Non-executive Director), Terri Duhon (Non-executive Director), Sarah Gentleman (Senior Independent Director) and Dharmash Mistry (Non-executive Director). On Completion and Admission, Ciaran Whelan and Henrietta Baldock ("Proposed Directors") will each be appointed to the Rathbones Board as Non-executive Directors.

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Major shareholders

Information provided to Rathbones pursuant to the Disclosure Guidance and Transparency Rules regarding its substantial shareholders is published on a Regulatory Information Service and on the Company's website.

So far as Rathbones is aware, based on an analysis of its shareholder register as at the Latest Practicable Date (but without analysing any potential underlying beneficial owners not reflected on the shareholder register), the following have an interest in 3 per cent. or more of the Company's issued share capital and/or, are anticipated to have an interest in 3 per cent. or more of the Company's issued share capital immediately following Admission:

		As at the Latest Practicable	As at Admission (1)(2)(3)
		Date
								Convertible		Percentage
				Percentage			Non-Voting		of voting
		Ordinary		of issued	Ordinary		Ordinary		interest in
Name	Shares		share capital	Shares		Shares		Rathbones
Investec Bank	-		-	27,056,463	17,481,868	29.9
Lindsell Train Ltd	6,642,000	10.47		6,642,000		-	7.34
Franklin Resources	3,451,422	5.44		3,451,422		-	3.81
Heronbridge Investment Management	3,111,530	4.91		3,111,530		-	3.44
Vanguard Group	2,939,329	4.63		2,939,329		-	3.25
Aviva Investors	2,798,288	4.41		2,798,288		-	3.09
BlackRock	2,771,789	4.37		2,771,789		-	3.06
Aberforth Partners	1,950,812	3.08		1,950,812		-	2.16

-----

Notes:

1. Figures are subject to any additional Rathbones Shares being issued between the Latest Practicable Date and Admission other than the Consideration Shares.
2. Figures assume that the number of Ordinary Shares held by the relevant person will not change between the Latest Practicable Date and Admission, other than in respect of the issue of the Consideration Shares to Investec Bank (a subsidiary of Investec PLC).
3. Figures are indicative only and such persons' interests in Rathbones Shares as at Admission may differ from the interests set out in this table.

Save in respect of the Convertible Non-Voting Ordinary Shares to be issued to Investec Bank (a subsidiary of Investec PLC) on Completion, none of the Company's major shareholders have different voting rights attached to the shares they hold in the Company.

As at the Latest Practicable Date, the Company was not aware of any person or persons who, directly or indirectly, jointly, or severally, exercise(s) or could exercise, control over the Company.

2.2 - What is the key financial information regarding the issuer? Selected financial information of Rathbones

The tables below set out the selected historical audited key financial information of Rathbones for the three financial years ended 31 December 2020, 31 December 2021 and 31 December 2022 which have been extracted without material adjustment from Rathbones' published financial information.

Consolidated statement of comprehensive income

	Year ended	Year ended	Year ended
	31 December	31 December	31 December
	2020		2021		2022
	(£'000)	(£'000)	(£'000)
Net interest income	8,422		3,876		18,303
Net fee and commission income	353,749		428,634		435,212
Operating income	366,088		435,927		455,875
Operating expenses	(322,309)	(340,892)	(391,821)
Profit before tax	43,779		95,035		64,054
Profit after tax	26,652		75,229		48,984
Profit for the year attributable to equity holders of the company	26,652		75,229		48,984
Other comprehensive income net of tax	(3,014)	13,844		(3,722)
Total comprehensive income for the year net of tax attributable to equity
holders of the company	23,638		89,073		45,262
Earnings per share for the year attributable to equity holders of the
Company:
Basic	49.6p	133.5p	83.6p
Diluted	47.6p	129.3p	81.6p

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