£150m IPO of River and Mercantile Group

PSource Capital advises on debt and equity fundraising and M&A in the financial services and energy/infrastructure industries.

River and Mercantile Group PLC

Initial Public Offering – Announcement of Offer Price

June 23, 2014, 5:35 am

Offer Price set at 183 pence per Ordinary Share

River and Mercantile Group PLC (the “Company” and together with its subsidiaries, “River and Mercantile” or the “Group”), the advisory and investment solutions business, today announces the successful pricing of its initial public offering (the “IPO” or the “Offer”) of 22,678,859 ordinary shares of £0.003 each (“Ordinary Shares”). Offer Highlights

. The offer price has been set at 183 pence per Ordinary Share (the ” Offer Price”).

. Based on the Offer Price, the total market capitalisation of River and Mercantile on Admission will be approximately £150.2 million.

. The Offer of 22,678,859 Ordinary Shares represents 27.6 per cent. of the enlarged issued share capital of the Company following completion of the Offer.

. The Offer is expected to raise gross proceeds of approximately £41.5 million.

. The Company expects to receive gross proceeds of £15.0 million from the issue of new Ordinary Shares in the Offer

. The Selling Shareholders expect to receive gross proceeds of approximately £26.5 million from the sale of existing Ordinary Shares in the Offer. The Selling Shareholders consist of Punter Southall Group Limited (“PSG”), Pacific Investments Management Limited, its subsidiary undertakings and its controlling shareholder, Sir John Beckwith (“Pacific Investments” and, together with PSG, the “Major Selling Shareholders”), and other existing shareholders who are selling Ordinary Shares as part of the Offer (“Small Selling Shareholders”) (collectively, the “Selling Shareholders”).

. At Admission, the Company will have 82,095,346 Ordinary Shares in issue.

. Conditional dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. today under the ticker RIV (ISIN: GB00BLZH7X42).

. Admission to the premium listing segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities, and the commencement of unconditional dealings, are expected to take place at 8.00 a.m. on 26 June 2014.

. In relation to the Offer, Canaccord Genuity Limited (“Canaccord Genuity”) and Numis Securities Limited (“Numis”) are acting as joint sponsors and bookrunners.

Full details of the Offer will be set out in the Prospectus, when published.

Mike Faulkner, Chief Executive of River and Mercantile Group PLC, said: “We are pleased with the level of investor interest in the Group and extend our thanks to all who participated in the process.

“Listing our company represents a major step forward and provides us with an ability to continue to invest in our advisory and asset management capabilities in both the UK and abroad. “The Group is well positioned to capitalise on the “Pensions Revolution” and the increasing importance of governance to clients’ investment strategies. We look forward to building on our strong investment performance and high levels of client satisfaction.”

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