Sale of Brooks Macdonald International

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Brooks Macdonald Group plc

Brooks Macdonald Group plc

Sale of Brooks Macdonald International

to Canaccord Genuity Wealth Management Limited

Brooks Macdonald Group plc ("Brooks Macdonald", the "Group" or the "Company") is pleased to announce that it has entered into a binding agreement with Canaccord Genuity Wealth (International) Holdings Limited ("Canaccord") to sell its wholly owned subsidiary, Brooks Macdonald Asset Management (International) Limited and its subsidiaries ("BMI"), for a total consideration of up to £50.85 million, including an initial consideration of £28 million payable in cash upon completion (the "Disposal"). Completion is expected by March 2025 subject to regulatory approvals.

The Disposal concludes the previously announced strategic review of the Group's international operations (the "Strategic Review").

Transaction highlights & key terms

• Initial consideration of £28 million, payable in cash on completion.
• Contingent consideration of up to £22.85 million, payable in cash two years post-completion. The contingent consideration will be dependent on the revenue performance of the BMI business.
• The proceeds of the Disposal will allow for focused investment in the Group's core proposition and will enhance its ability to capitalise on the structural opportunities in the UK, to grow organically and through targeted M&A.
• As of 30 June 2024, BMI had £2.3 billion of Funds under Management ("FUM"). In the financial year 2024, BMI delivered revenue of £19.9 million and £3.3 million of underlying profit before tax1.

Background and rationale for the Disposal

On 7 March 2024, the Group announced it had commenced the Strategic Review. Various options for BMI have been considered as part of this review.

The Board has now concluded that the sale of BMI is in the best interests of the Group as it simplifies the Group's operations to focus on its core activities of high-quality investment management and financial planning within the UK. The proceeds of the Disposal will allow for focused investment in the Group's core proposition and will enhance its ability to capitalise on the structural opportunities in the UK, to grow organically and through targeted M&A.

In reaching an agreement with Canaccord, the Board has achieved an attractive result for the Company and its shareholders. The transaction also secures a highly credible future owner for BMI with a strong presence in the Crown Dependencies. The Group will work with Canaccord to ensure a smooth transition for existing BMI clients.

BMI will be acquired by Canaccord with an agreed level of regulatory capital, with any surplus paid for at completion.

The Group will incur £3-5m separation and transitional arrangement costs which will be treated as exceptional items in the current and the following financial year.

Andrea Montague, CEO Designate & Chief Financial Officer of Brooks Macdonald, commented:

"We are pleased to announce the sale of BMI to Canaccord as their presence and understanding of the local markets will provide a strong foundation for the future growth and development of the business. I would like to thank all our BMI colleagues for their commitment to their clients and professionalism. We wish them all the best for the future."

David Esfandi, Chief Executive Officer of Canaccord Genuity Wealth Management, commented:

"Brooks Macdonald International is a quality business and an excellent strategic fit for our international division. This is a mutually beneficial transaction that will cement Canaccord's position as a fully-fledged integrated wealth manager. Both firms are well-established across the Crown Dependencies, and BMI will also add significant financial planning expertise in our international business. Canaccord has a robust and scalable operating platform with a proven track record of successfully integrating businesses, and we anticipate a smooth process for BMI in 2025."

Brooks Macdonald is being advised by Raymond James Financial International Limited, and Travers Smith LLP as legal adviser, in relation to the sale of BMI.

About BMI

BMI provides its services to international clients and intermediaries through its Crown Dependencies based investment management, financial planning, and fund management subsidiaries, Brooks Macdonald Asset Management (International) Limited and Brooks Macdonald International Fund Managers Limited. BMI has offices in Jersey, Guernsey and the Isle of Man with the majority of its 57 employees located in the Jersey office.

As of 30 June 2024, BMI had £2.3 billion of FUM with annual revenue of £19.9 million and £3.3 million of underlying profit before tax[1]. This is after accounting for £4.3 million of central cost recharges from Group functions which will not transfer as part of the Disposal. BMI had net assets of £29.8m as of 30 June 2024.