Rathbones Group Plc (LSE:RAT) entered into a definitive agreement to acquire Investec Wealth & Investment Limited from Investec plc for approximately £840 million on April 4, 2023. Under the terms of the deal, new Rathbones shares (comprising 27,056,463 Ordinary Shares and 17,481,868 Convertible Non-Voting Ordinary Shares) will be issued in exchange for 100% of Investec W&I UK's share capital. Following completion, Investec will have an economic interest in Rathbones' enlarged share capital of 41.25%. Investec W&I UK's standalone branding will be phased out following an appropriate transitional period. The enlarged Rathbones will remain an independent premium-listed company in London operating under the Rathbones brand with Investec as a long-term, strategic shareholder. Rathbones will be required to pay a termination fee of £9.5 million plus applicable VAT to Investec Group.

Rathbones will continue to be led by Rathbones Chair Clive Bannister and Chief Executive Officer Paul Stockton, bringing together an experienced leadership team from both businesses, including Iain Hooley, CEO of Investec W&I UK. Under the terms of the Combination, two Investec Group representatives will join the Board of the Enlarged Rathbones Group as non-executive directors upon completion. Investec Group intends the nominated non-executive directors to be Ciaran Whelan, plus one other. The combination is subject to, among other things approval of Rathbones shareholder, FCA and LSE, CMA approval and relevant financial and other regulatory approvals and notifications being obtained, including in the UK, Jersey, Guernsey and South Africa. As of June 23, 2023, the transaction has been approved by the shareholders of Rathbones and the combination remains conditional, among other things, on certain regulatory approvals being obtained. Completion is expected to occur in early Q4 2023. Completion is expected to occur either late Q3 or early Q4 2023.As on August 2, 2023, all regulatory clearances in connection with the Combination
have been received. As of September 6, 2023, the completion is anticipated to occur on September 21, 2023. The combination is targeting to deliver total annualised run-rate synergies of at least £60 million on a pre-tax cash basis. The transaction is expected to be accretive to underlying EPS in first full year following completion, targeting low-teens underlying EPS accretion in third full year following completion and double-digit post-tax return on invested capital in the third full year following completion.

Malik Karim, Graham Marchant, Tom Murphy and Josh Needham of Fenchurch Advisory Partners and Christopher Baird, Tom Lewin and Sean Crookes of Investec Investment Banking acted as financial advisor of Investec. Tom Mercer and Harry Thimont of Ashurst acted as legal advisors to Stifel Nicolaus Europe Limited and Merrill Lynch International. Peter Luck, Fraser Allan, Joshua Maguire, Oliver Elias and Alex Penney of Merrill Lynch International ("BofA Securities") acted as financial advisor of Rathbones. Macfarlanes LLP is providing legal advice to Investec Group. Addleshaw Goddard LLP is providing legal advice to Rathbones.

Rathbones Group Plc (LSE:RAT) completed the acquisition of Investec Wealth & Investment Limited from Investec plc on September 21, 2023.