Royal Bank of Canada announces proposed acquisition of Brewin Dolphin

Deal to create premier integrated wealth management provider in UK, Channel Islands and Ireland

TORONTO, March 31, 2022 /PRNewswire/ - Royal Bank of Canada ("RBC") today announced that, subject to Brewin Dolphin Holdings PLC ("Brewin Dolphin") shareholder approval and receipt of all regulatory approvals, RBC is acquiring Brewin Dolphin.

RBC Wealth Management (Jersey) Holdings Limited ("Bidco"), a wholly owned subsidiary of RBC, has published a Rule 2.7 announcement in the UK under the City Code on Takeovers and Mergers, announcing its recommended cash offer for the entire issued and to be issued share capital of Brewin Dolphin for 515 pence per share, implying an equity value of approximately C$2.6bn (£1.6bn) on a fully diluted basis.

Brewin Dolphin is one of the UK's leading independent providers of discretionary wealth management in the UK and Ireland, with a network of more than 30 offices and Assets under Management of £59bn as at December 31, 2021. Brewin Dolphin has an impressive track record of growth and innovation and a longstanding record of delivering superior client service and robust investment performance.

Commenting on the acquisition, Doug Guzman, Group Head, RBC Wealth Management, RBC Insurance and RBC Investor & Treasury Services, said:
"The UK is a key growth market for RBC, and Brewin Dolphin provides us with an exceptional platform to significantly transform our wealth management business in the region, giving RBC Wealth Management a # 3 market position in the UK and Ireland, in addition to being a market leader in Canada, with a growing position in the United States. By combining two highly complementary businesses, we will increase the depth and breadth of our services and position the combined business as a premier integrated wealth management provider to private and institutional clients.

Both management teams are excited by a shared vision of high quality client service, client-centric culture and the exceptional growth opportunities that we can deliver together. We look to continue investing in the combined business and take it to greater heights. We are confident that this acquisition will deliver benefits to our combined clients, employees and stakeholders."

David Thomas, CEO, RBC Capital Markets Europe and Head, Wealth Management added:
"This is a transformative acquisition for RBC Wealth Management and cements RBC's position as a market leader across multiple business platforms in the UK, the Channel Islands and Europe. We look forward to welcoming Brewin Dolphin's employees and clients and working together to leverage RBC's global reach and significant capabilities to create new opportunities for the combined business to grow."

Robin Beer, Chief Executive Officer of Brewin Dolphin, said:
"The Brewin Dolphin Board is pleased to recommend the offer by RBC in the interests of our shareholders, our clients, our people and our business partners. Building on the strong organic growth that we have achieved to date, the combined businesses will create an attractive platform for future growth. As part of RBC we would be able to provide our clients with a broader range of products and services, and expand our distribution channels through leveraging RBC's global presence. We share complementary values which emphasize the importance of long-standing client relationships and an inclusive culture supportive of employees and local communities. Our focus will be on maintaining continuity, so that we build on what we have already achieved. I am looking forward to us working together to enhance our market position as a leading advice-focused, digitally enabled wealth manager."

The acquisition is anticipated to result in a ~40 bps reduction in RBC's Common Equity Tier 1 ("CET1") ratio1 at the Effective Date2. RBC believes that the acquisition will result in an adjusted EPS accretion for RBC of ~1% in the first year following the Effective Date excluding the benefit of future revenue synergies.3 Over the medium term RBC believes that the combined wealth management business in the UK, Ireland and Channel Islands can generate revenue CAGR of ~9% and achieve adjusted profit before tax of ~C$0.5 billion including the benefit of cost and revenue synergies4. The acquisition is expected to generate a double-digit IRR5 excluding the benefit of future revenue synergies.

The acquisition is subject to a number of customary conditions specified in the Rule 2.7 Announcement, including regulatory approvals and Brewin Dolphin shareholder approval. We anticipate completion of this transaction by end of Q3 2022.

Full details of the acquisition can be found in the Rule 2.7 announcement which is available at: https://www.rbc.com/investor-relations/offer-for-brewin-dolphin.html.

About RBC
Royal Bank of Canada is a global financial institution with a purpose-driven, principles-led approach to delivering leading performance. Our success comes from the 88,000+ employees who leverage their imaginations and insights to bring our vision, values and strategy to life so we can help our clients thrive and communities prosper. As Canada's biggest bank, and one of the largest in the world based on market capitalization, we have a diversified business model with a focus on innovation and providing exceptional experiences to our 17 million clients in Canada, the U.S. and 27 other countries. Learn more at rbc.com.

We are proud to support a broad range of community initiatives through donations, community investments and employee volunteer activities. See how at rbc.com/community-social-impact.

About RBC Wealth Management
RBC Wealth Management directly serves affluent, high net worth and ultra-high net worth clients globally with a full suite of banking, investment, trust and other wealth management solutions, from our key operational hubs in Canada, the United States, the British Isles, and Asia. The business also provides asset management products and services directly and through RBC and third party distributors to institutional and individual clients, through its RBC Global Asset Management business (which includes BlueBay Asset Management). RBC Wealth Management has C$1.3 trillion of assets under administration, C$1 trillion of assets under management and over 5,500 client facing advisors globally. For more information, please visit www.rbcwealthmanagement.com.

About Brewin Dolphin
Brewin Dolphin is a UK FTSE 250 provider of discretionary wealth management. With £59.0* billion in total funds, we offer award-winning, personalised wealth management services that meet the varied needs of our clients including individuals, charities and corporates.

Our services range from bespoke, discretionary investment management to retirement planning and tax-efficient investing. Our focus on discretionary investment management has led to significant growth in client funds and we now manage £52.0* billion on a discretionary basis.

Our intermediary business manages £19.0* billion of assets for over 1,700 advice firms either on a discretionary basis or via our Managed Portfolio Service, the MI Brewin Dolphin Voyager fund range and Sustainable MPS.

In line with the premium we place on personal relationships, we've built a network of over 30 offices across the UK and Republic of Ireland, staffed by qualified investment managers and financial planners. We are committed to the most exacting standards of client service, with long-term thinking and absolute focus on our clients' needs at the core.

For more information, visit: www.brewin.co.uk

*as at 31st December 2021.

Brewin Dolphin is authorised and regulated by the FCA (Financial Services Register reference number 124444)

Key performance and non-GAAP measures

We use a variety of financial measures to evaluate our performance. In addition to generally accepted accounting principles (GAAP) prescribed measures, we use certain key performance and non-GAAP measures we believe provide useful information to investors regarding our financial condition and result of operations. EPS excluding the impact of intangibles amortization, dilutive impact of exchangeable shares and certain deal, transaction and integration costs enhances comparability as some institutions do not utilize such structures.

Readers are cautioned that key performance measures and non-GAAP measures, do not have any standardized meanings prescribed by GAAP, and therefore are unlikely to be comparable to similar measures disclosed by other financial institutions.

Caution Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of certain securities laws, including the "safe harbour" provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation, with respect to RBC's and Brewin Dolphin's financial performance, beliefs, plans, expectations, and estimates. Forward-looking statements in this press release may include, but are not limited to, statements with respect to plans for the combined operations of RBC and Brewin Dolphin, the financial, operational and capital impacts of the proposed transaction, our strategies or future actions, and our objectives and commitments. The forward-looking information contained in this press release is presented for the purpose of assisting shareholders and analysts in understanding the proposed transaction and may not be appropriate for other purposes. Forward looking statements are typically identified by words such as "believe", "expect", "foresee", "forecast", "anticipate", "intend", "estimate", "goal", "plan" and "project" and similar expressions of future or conditional verbs such as "will", "may", "should", "could" or "would".

By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that our predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct and that our actual results may differ materially from such predictions, forecasts, projections, expectations or conclusions.

We caution readers not to place undue reliance on these statements as a number of risk factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors – many of which are beyond our control and the effects of which can be difficult to predict – include, but are not limited to: the possibility that the proposed transaction does not close when expected or at all because of the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the proposed transaction, including because required regulatory, shareholder or other approvals and/or other conditions to closing are not received or satisfied on a timely basis or at all or are received subject to adverse conditions or requirements; the possibility that the anticipated benefits from the proposed transaction, such as being accretive to adjusted earnings per share (EPS), creating synergy opportunities and growing our UK operations are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations (including changes to capital requirements) and their enforcement, and the degree of competition in the geographic and business areas in which RBC and Brewin Dolphin currently operate; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the transaction; the possibility that the business of RBC and Brewin Dolphin may not perform as expected or in a manner consistent with historical performance; the ability to promptly and effectively integrate Brewin Dolphin; RBC's ability to achieve its capital objectives; RBC's ability to cross-sell more products to customers; reputational risks and the reaction of Brewin Dolphin's customers and employees to the transaction; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management time on transaction-related issues; increased exposure to exchange rate fluctuations; material adverse changes in economic and industry conditions; general competitive, economic, political and market conditions; and those other factors discussed in the risks sections and Impact of COVID-19 pandemic section of RBC's 2021 Annual Report and the Risk management section of RBC's Q1 2022 Report to Shareholders, and the factors discussed in Brewin Dolphin's Annual Report and Accounts 2021 all of which outline certain key factors and risks that may affect our future results and our ability to anticipate and effectively manage risks arising from all of the foregoing factors.

We caution that the foregoing list of risk factors is not exhaustive and other factors could also adversely affect our results. When relying on our forward-looking statements to make decisions with respect to us, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Material economic assumptions underlying the forward looking-statements contained in this press release are set out in the Economic, market and regulatory review and outlook section and for each business segment under the Strategic priorities and Outlook headings in RBC's 2021 Annual Report, as updated by the Economic, market and regulatory review and outlook section of RBC's Q1 2022 Report to Shareholders.

Any forward-looking statements contained in this document represent the views of RBC and Brewin Dolphin only as of the date hereof. Except as required by law, neither RBC nor Brewin Dolphin undertakes to update any forward-looking statement, whether written or oral, that may be made from time to time by us or on our behalf.

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SOURCE RBC