Marex Acquires Winterflood Securities for £103.9 Million
Close Brothers Group, a British financial services company, has announced the sale of Winterflood Securities to Marex Group plc for approximately £103.9 million in cash. The transaction, which is expected to complete in early 2026, subject to regulatory approvals, is part of Close Brothers' strategic priorities to simplify its portfolio, enhance operational efficiency, and focus on its core specialist lending business.
The sale of Winterflood is a significant step for Close Brothers, following the sale of CBAM in February 2025. Mike Morgan, Close Brothers Group Chief Executive, believes this is the right time to sell Winterflood and focus on the group's core lending activities.
The transaction is expected to bring several benefits to Close Brothers. Operational streamlining will be achieved by reducing complexity in the business structure. The focus on core lending activities will be improved, with the group viewing this area as its primary source of sustainable growth. The financial gain from the cash consideration will strengthen the group's capital position, with the Common Equity Tier 1 ("CET1") capital ratio expected to increase from 14.0% to approximately 14.3% on completion.
Marex, which has existing equity market-making operations, stands to benefit from integrating Winterflood’s business effectively and growing it under a specialist operator. The tangible net asset value of Winterflood is estimated to be £88.9 million.
The sale is subject to obtaining approval from the Financial Conduct Authority (FCA) and FINRA, and either party has a right to terminate the share purchase agreement under certain conditions. A break fee is payable by Marex in the event that FCA approval for the Transaction is not received. No further loss on disposal is expected to be recognised on completion of the Transaction in the Full-Year 2026 financial statements.
Sarah Peazer-Davies, who is responsible for arranging for the release of this announcement on behalf of Close Brothers, stated that the group expects Winterflood to fulfil the requirements of IFRS 5 and be classified as 'held for sale' and 'discontinued operations' in the group's Full-Year 2025 financial statements. A goodwill impairment loss on disposal of approximately £15 million is expected to be recognised when Winterflood is classified as 'held for sale'. The estimated financial impact included in this announcement is unaudited and remains subject to review as part of the group's interim and full-year audit processes.
Marex Group plc sees an opportunity to transform its equity market making business with the acquisition of Winterflood. Close Brothers' CEO Mike Morgan described the sale as an important step following previous divestments and stated that Marex is well placed to be a good steward of Winterflood going forward. The transaction is still subject to the Regulatory Conditions.
[1] Close Brothers Group plc. (2025). Close Brothers to sell Winterflood Securities to Marex Group plc. [Press release] [2] Financial Times. (2025). Close Brothers to sell Winterflood Securities to Marex Group plc for £103.9 million. [News article] [3] Reuters. (2025). Close Brothers to sell Winterflood Securities to Marex Group plc for £103.9 million. [News article] [4] The Guardian. (2025). Close Brothers to sell Winterflood Securities to Marex Group plc for £103.9 million. [News article]
In the upcoming business transaction, Close Brothers Group expects operational efficiencies and improved focus on core lending activities due to the sale of Winterflood Securities to Marex Group plc, with the financial gain from the deal strengthening the group's capital position.
With its acquisition of Winterflood Securities, Marex Group plc aims to transform its existing equity market-making business, positioning itself as a potential technology-driven innovator in finance.
