CAY.L Regulatory News (CAY)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

25 November 2021

RECOMMENDED CASH ACQUISITION

of

CHARLES STANLEY GROUP PLC

by

RAYMOND JAMES UK WEALTH MANAGEMENT HOLDINGS LIMITED

(a wholly-owned subsidiary of Raymond James Financial, Inc.)

to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006

ANNOUNCEMENT REGARDING INTERIM DIVIDEND

On 29 July 2021, the directors of Charles Stanley Group PLC ("Charles Stanley") and Raymond James Financial, Inc. ("Raymond James") announced that they had reached agreement on the terms of a recommended acquisition by Raymond James UK Wealth Management Holdings Limited ("Bidco"), a wholly-owned subsidiary of Raymond James, of the entire issued and to be issued share capital of Charles Stanley (the "Acquisition"), to be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). 

As set out in the scheme document published on 25 August 2021 in connection with the Acquisition (the "Scheme Document"), Raymond James agreed that, if the Scheme had not been sanctioned by the Court by 10 December 2021 then Charles Stanley Shareholders on the register as at that date would be entitled to receive and retain an interim dividend of an amount up to 4 pence per Charles Stanley Share (without a corresponding reduction to the consideration payable for each Charles Stanley Share being made) (the "Permitted Dividend").

In light of the outstanding Conditions (detailed below), the boards of Charles Stanley and Raymond James no longer expect the Sanction Hearing in relation to the Acquisition to occur by 10 December 2021. Accordingly the Permitted Dividend, which was declared by Charles Stanley on 18 November 2021, will be paid on 14 January 2022 to all Charles Stanley Shareholders on the register at 6.00 p.m. (London time) on 10 December 2021.

Next steps and updated timetable

The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions set out in the Scheme Document, including the FCA having notified Raymond James in writing of its approval of the change of control of Charles Stanley & Co Limited as a result of the Acquisition (or the requisite time period for such approval having elapsed without the FCA having objected to the Acquisition) (the "Approval") and the Court sanctioning the Scheme at the Sanction Hearing.

In anticipation of receipt of the Approval, the Company has booked a Sanction Hearing to sanction the Scheme for 20 December 2021. Subject to the Court sanctioning the Scheme, it is anticipated that the Scheme will become Effective on 22 December 2021. As such, the latest time for lodging of Loan Note Forms of Election and TTE Instructions in respect of the Loan Note Alternative will be 11.00 a.m. on 17 December 2021.

A request will be made for the suspension of the listing of Charles Stanley Shares on the premium listing segment of the Official List and the admission to trading of Charles Stanley Shares on the Main Market of the London Stock Exchange for listed securities with effect from 7.30 a.m. on 22 December 2021.

Applications will also be made to the FCA and the London Stock Exchange in relation to the de-listing of Charles Stanley Shares from the premium listing segment of the Official List of the FCA and the cancellation of admission to trading of Charles Stanley Shares on the Main Market of the London Stock Exchange for listed securities, which, subject to the Scheme becoming effective on 22 December 2021, are expected to take effect by 8.00 a.m. on 23 December 2021.

An updated expected timetable of principal events relating to the Scheme is set out in the Appendix to this announcement. If any of the times and/or dates change, the revised times and/or dates will be notified to Charles Stanley Shareholders by announcement through a Regulatory Information Service.

Other

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.

All references to times in this announcement are to London time, unless otherwise stated.

Enquiries:

Norton Rose Fulbright LLP is retained as legal adviser to Charles Stanley.

Skadden, Arps, Slate, Meagher & Flom (UK) LLP is retained as legal adviser to Raymond James.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

The Acquisition will be made solely pursuant to the terms of the Scheme Document, which, together with the Forms of Proxy and the Loan Note Form of Election, contains the full terms and conditions of the Acquisition. Any voting decision or response in relation to the Acquisition should be made solely on the basis of the information contained in the Scheme Document.

This announcement and any documents referred to in it have been prepared for the purpose of complying with English law, the City Code on Takeovers and Mergers (the "Code") and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

This announcement does not constitute a prospectus or a prospectus equivalent document.

Important notices relating to financial advisers

Raymond James Financial International Limited ("RJFIL"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Raymond James and Bidco as financial adviser and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Raymond James and Bidco for providing the protections afforded to clients of RJFIL, or for providing advice in connection with the Acquisition, the content of this announcement or any matter referred to herein. Neither RJFIL nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RJFIL in connection with this announcement, any statement contained herein or otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Charles Stanley and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Charles Stanley for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to any matter referred to in this announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Charles Stanley and for no one else in connection with the matters described in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Charles Stanley for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to matters described in this announcement.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition.

Further details in relation to Charles Stanley Shareholders in overseas jurisdictions are contained in the Scheme Document.

Notice to US investors in Charles Stanley

The Acquisition relates to the shares of a UK company and is being made by way of a scheme of arrangement provided for under Part 26 of the Companies Act. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, Raymond James exercises its right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable US laws and regulations.

The Loan Note Alternative is not being offered, and will not be offered, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Loan Note Alternative may not be elected for by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, materials allowing an election for the Loan Note Alternative are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. persons or any persons located or resident in the United States. Any purported acceptance of the Loan Note Alternative resulting directly or indirectly from a violation of these restrictions will be invalid and any purported election for the Loan Note Alternative made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each person electing for the Loan Note Alternative will represent that it is not a U.S. person, it is not located in the United States and it is not participating in the Acquisition from the United States or it is acting on a non-discretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in the Acquisition from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

It may be difficult for US Charles Stanley Shareholders to enforce their rights and any claim arising out of the US federal laws or the laws of any state or other jurisdiction in the US, because Charles Stanley is located in a non-US country, and some or all of its officers and directors are residents of a non-US country. US Charles Stanley Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the federal US laws or the laws of any state or other jurisdiction in the US. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

US Charles Stanley Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Charles Stanley Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward Looking Statements

This announcement contains certain forward-looking statements with respect to Raymond James, Charles Stanley and the Enlarged Group. These forward-looking statements include information concerning future strategic objectives, business prospects, anticipated savings, financial results (including expenses, earnings, liquidity, cash flow and capital expenditures), industry or market conditions, demand for and pricing of our products, acquisitions and divestitures, anticipated results of litigation, regulatory developments, effects of accounting pronouncements, and general economic conditions. In addition, words such as "believes", "expects", "anticipates", "plans", "estimates", and future or conditional verbs such as "will", "may", "could", "should", and "would", as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements. Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Raymond James or Charles Stanley or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Raymond James nor Charles Stanley undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Publication on website

A copy of this announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at charles-stanley.co.uk/recommended-offer-for-charles-stanley and raymondjames.com/offer-for-charles-stanley by no later than 12 noon on the Business Day following the date of this announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Hard copy documents

In accordance with Rule 30.3 of the Code, Charles Stanley Shareholders, persons with information rights and participants in the Charles Stanley Share Schemes may request a hard copy of this announcement by contacting Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL or by calling Link Group on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information be sent to them in relation to the Acquisition in hard copy form.

Information relating to Charles Stanley Shareholders

Addresses, electronic addresses and certain other information provided by Charles Stanley Shareholders, persons with information rights and other relevant persons for the receipt of communications from Charles Stanley may be provided to Raymond James during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown are London, United Kingdom times unless otherwise stated. All dates and times are indicative only, are based on Charles Stanley and Raymond James' current expectations and are subject to change (including as a result of changes to Court dates and/or times). If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Charles Stanley Shareholders by announcement through a Regulatory Information Service. Such announcement will be made available (subject to certain restrictions relating to persons in restricted jurisdictions) on Charles Stanley's website at www.charles-stanley.co.uk/recommended-offer-for-charles-stanley and on Raymond James' website at www.raymondjames.com/offer-for-charles-stanley.

(1) The time of the Sanction Hearing, the number of the Court and the name of the Judge will be available on the Business and Property Court Rolls Building Cause List at www.justice.gov.uk on the day before the Sanction Hearing.

(2) The Court Order approving the Scheme is expected to be delivered to the Registrar of Companies two Business Days after the date of the Sanction Hearing, such that the Effective Date is expected to be 22 December 2021. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this date.

(3) This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as Raymond James and Charles Stanley may agree and the Panel and (if required) the Court may allow.