30 Nov 2021 16:28
Charles Stanley Group PLC
Directorate and Board Committee Changes
In accordance with Listing Rule 9.6.11, Charles Stanley Group PLC (the "Company") announces the following Directorate and Board Committee changes:
Andrew Didham
On 29 November 2021 Andrew Didham notified the Company of his decision to retire from his role as an Independent Non-Executive Director of the Company with effect from 16 December 2021.
Andrew joined the Company in 2015. He is the Company's Senior Independent Director and Chair of the Remuneration Committee.
In accordance with Section 430 (2B) of the Companies Act 2006, the Company confirms that no payments will be made to Andrew as a result of his retirement from the Board. Andrew will continue to receive his fees in line with his contractual terms.
The Company's Chairman, Sir David Howard, Bt. commented:
"The Board would like to acknowledge and to thank Andrew sincerely for his valued contribution as an Independent Non-Executive Director of Charles Stanley. He has played an important role in supporting Charles Stanley over the last six years, and in particular his commitment and skill have been pivotal in developing its proposition for the benefit of all stakeholders. Andrew leaves with our very best wishes."
Anna Troup
Anna Troup, an Independent Non-Executive Director of the Company since October 2020, will replace Andrew Didham as Chair of the Remuneration Committee with effect from 17 December 2021, subject to regulatory approval. Anna will also become a member of the Audit Committee from that date.
Marcia Campbell
Marcia Campbell will become a member of the Remuneration Committee with effect from 17 December 2021. Marcia has been an Independent Non-Executive Director of the Company since October 2017 and is Chair of the Risk Committee.
Following these changes becoming effective, the Company's Board Committee memberships will be as follows:
Audit Committee | Nomination Committee | Remuneration Committee | Risk Committee |
Hugh Grootenhuis (Chair) | Sir David Howard (Chair) | Anna Troup (Chair) | Marcia Campbell (Chair) |
Marcia Campbell | Marcia Campbell | Hugh Grootenhuis | Hugh Grootenhuis |
Anna Troup | Hugh Grootenhuis | Marcia Campbell | Anna Troup |
Acquisition Update
As announced by the Company on 29 July 2021, the directors of the Company and Raymond James Financial, Inc. ("Raymond James") 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"), details of which were set out in the Scheme Document published by the Company on 25 August 2021 in connection with the Acquisition (the "Scheme Document").
The Scheme remains subject (among other conditions) to the Financial Conduct Authority (the "FCA") (i) giving written notice in accordance with section 189(4) or 189(7) of the Financial Services and Markets Act 2000 ("FSMA") of its approval of Bidco and Raymond James acquiring control (within the meaning of section 181 of FSMA) of Charles Stanley & Co Limited ("Approval"); or (ii) being treated as having given such Approval pursuant to section 189(6) of FSMA. This Approval has not been received to date but as announced on 25 November 2021, in anticipation of the forthcoming receipt of Approval, the Company has booked a Sanction Hearing to sanction the Scheme, due to take place on 20 December 2021.
For further information, please contact:
Charles Stanley Joanne Higginson Head of Communications 020 7149 6061 | Peel Hunt Andrew Buchanan 020 3597 8680 | KTZ Communications Katie Tzouliadis 020 3178 6384 Katie.tzouliadis@ktz.co.uk
| N.M Rothschild & Sons Limited Jonathan Eddis 020 7280 5000 |
Notes
Charles Stanley Group PLC, through its main operating company Charles Stanley & Co. Limited, provides holistic wealth management services to private clients, charities, trusts and institutions. Its origins trace back to 1792 and the Group is one of the oldest firms on the London Stock Exchange. The Group has a national presence, with 26 locations and over 800 professionals. Its wealth management services are provided directly to clients and to intermediaries.