River and Mercantile Group PLC (the "Group" or "R&M") announces the proposed sale of its US Solutions business, River and Mercantile LLC (the "Company") by River and Mercantile US Holdings Limited, a wholly owned subsidiary of the Group (the "Seller") to Agilis Holding Company LLC (the "Purchaser") for a minimum consideration of $8.6 million (the "Transaction"). The Transaction is a key step in the Group's strategy of realising value for shareholders and follows the announcement in October 2021 of the sale of its UK Solutions business to Schroders and the proposed all-share acquisition of RMG by AssetCo plc, the terms of which are disclosed in the Rule 2.7 announcement issued this afternoon, which has been unanimously recommended by RMG's Independent Directors.
Michael Faulkner, Ryan McGlothlin, Tom Cassara and David Rosenblum, the key senior managing personnel of the US Solutions business, hold the interests in the Purchaser and are providing the funding to complete on the Transaction. Michael Faulkner and Ryan McGlothlin are also directors of the Seller and therefore the transaction constitutes a related party transaction under Chapter 11 of the Listing Rules and requires R&M shareholder approval. R&M expects to publish a circular shortly relating to the Transaction which will contain a notice of General Meeting at which the resolution to approve the Transaction will be put to shareholders.
The Transaction is also conditional on the transfer of the Group's emerging markets equities "ILC" business out of the Company. ILC will continue to be part of the Group's asset management activities and will be supported by R&M's remaining business.
The Transaction is expected to complete in the second quarter of the year (the "Closing Date").
Description of the business
Details of the transaction
Company Financial Information and Impact of the Transaction on R&M
The gross assets of the Company were $5.7m as at 31 December 2021 and it delivered a loss before tax for the year ended 30 June 2021 of $1.9m. Assets under advice and management total $7.4bn.
The impact of the Transaction will be to increase R&M's surplus cash resources. The Transaction will not impact the operations of R&M's remaining business.
River and Mercantile Group PLC
Jonathan Dawson (Chairman)
James Barham (CEO)
+44 (0) 20 3327 5100
Lazard (Joint Financial Adviser to RMG)
+44 (0) 20 7187 2000
Fenchurch Advisory Partners (Joint Financial Adviser to RMG)
+44 (0) 20 7382 2222
Jefferies International Limited (Corporate Broker to RMG)
+44 (0) 20 7029 8211
Montfort Communications Limited (PR Adviser to RMG)
+44 (0) 7798 626282
+44 (0) 7931 500066
Allen & Overy LLP is acting as legal adviser to RMG.