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A&O advising River and Mercantile Group plc on the sale of its UK Solutions business

Allen & Overy is advising River and Mercantile Group plc (RMG) on the sale of its UK Solutions business to a subsidiary of the Schroders Group, Schroders International Holdings Limited, for GBP230 million.  

The Solutions business provides services to over one hundred clients, principally trustees of pension schemes, via fully or partially delegated fiduciary management mandates and advisory only mandates. Solutions' assets under management as at 30 September 2021 amounted to GBP42 billion.  

The sale price represents a premium of 28.2% over RMG's undisturbed market capitalisation on 9 August 2021, the day prior to the announcement by RMG that it had received a number of expressions of interest in Solutions.

As a Class 1 transaction under the Listing Rules, completion of the sale is conditional on RMG shareholder approval and is also conditional on approval by the Financial Conduct Authority (FCA). 

The board of RMG will enter into a consultation with shareholders on the use of the proceeds of the sale. It intends to return the majority of proceeds to shareholders while retaining sufficient funds both to ensure that its existing business remains well capitalised and to facilitate its plans for the development of its asset management business.

The A&O team is led by Corporate partners Richard Cranfield and Stephen Mathews with support from senior associate Karishma Naravane and associates Neil Rogers, Daniel Ayad and Andrew Boyce, and trainees Danielle Swinnerton and Ali Butler.

Specialist advice is being provided by partner Jim Ford, senior associate Alex Shandro and associates Ben Scrace on TSA, IP and IT matters, partner Paul McCarthy on incentives, partner Robbie Sinclair on employment matters, partner Dominic Von Wulffen on regulatory matters, and partner Lydia Challen with associate Patrick Rohan on tax.