TRANSACTION SUMMARY

On 14 June 2018, Rathbone Brothers plc (“Rathbones”) announced that it had signed an agreement to acquire Speirs & Jeffrey, Scotland’s largest independent wealth manager with a total of £6.7bn of client assets under management.

The acquisition of Speirs & Jeffrey will enable Rathbones to establish a much stronger presence in Scotland, with Glasgow becoming the Group's largest office after London following the transaction. The transaction will also further enhance Rathbones' position as one of the UK's largest wealth managers with pro-forma funds under management of £44.5bn. All of Speirs & Jeffrey’s current directors and investment managers will be joining Rathbones, and Speirs & Jeffrey CEO Russell Crichton will become the Head of Rathbones’ Scottish business.

Under the terms of the transaction, initial consideration of £104m is payable at completion structured as £79m in cash and £25m in new Rathbones shares. Contingent consideration of 0.6m new Rathbones shares (with a value of £15m) will also be payable conditional upon meeting certain administrative and procedural targets. Earn-out payments and incentivisation awards totalling up to a maximum of 5.2m Rathbones shares (with a value of c.£129m) are payable to shareholders and investment management and certain operational employees in the third and fourth years following completion. The valuation of all equity elements is based on the average share price over the ten day period prior to the announcement date.

The acquisition is subject to approval by the FCA and is expected to complete in the third quarter of 2018.

SPEIRS & JEFFREY

Speirs & Jeffrey is one of the UK’s leading investment management firms. The firm advises and manages UK and international equity and fixed interest investments on behalf of individuals, families, trusts, charities, pension funds and institutions. Founded in 1906, Speirs & Jeffrey has grown to become Scotland’s largest independent wealth manager, having always been wholly owned by its working directors.

RATHBONE BROTHERS

Rathbones is an independently owned, FTSE 250 listed company employing over 1,100 people across 15 UK locations and Jersey. The company provides discretionary investment management solutions to private clients, professional intermediaries, charities and trustees. Ethical investment services are available through Rathbone Greenbank Investments, and Rathbones also offers banking, financial advisory, tax, legal and trust services.

ROLE

SHP acted as financial adviser to Speirs & Jeffrey.