CAY.L Regulatory News (CAY)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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 SUCH JURISDICTION

For immediate release

29 July 2021

RECOMMENDED 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 implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006)

Summary

· The boards of Raymond James Financial, Inc. ("Raymond James") and Charles Stanley Group PLC ("Charles Stanley") are pleased to announce that they have reached agreement on the terms of a recommended acquisition by Raymond James UK Wealth Management Holdings Limited ("Bidco") of the entire issued and to be issued share capital of Charles Stanley (the "Acquisition"). It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

· Under the terms of the Acquisition, Charles Stanley Shareholders will be entitled to receive:

for each Charles Stanley Share 515 pence in cash

· The terms of the Acquisition value each Charles Stanley Share at 515 pence and Charles Stanley's entire issued and to be issued share capital at approximately £278.9 million.

· The terms of the Acquisition represent a premium of approximately:

· 43.5 per cent. to the Closing Price per Charles Stanley Share of 359 pence on 28 July 2021 (being the last practicable date prior to the date of this Announcement);

· 47.6 per cent. to the volume weighted average Closing Price per Charles Stanley Share of 349 pence for the three months ended on 28 July 2021 (being the last practicable date prior to the date of this Announcement); and

· 53.8 per cent. to the volume weighted average Closing Price per Charles Stanley Share of 334.8 pence for the six months ended on 28 July 2021 (being the last practicable date prior to the date of this Announcement).

· Under the terms of the Acquisition, a Loan Note Alternative will be available to Charles Stanley Shareholders (other than Charles Stanley Shareholders resident or located in a Restricted Jurisdiction, including the United States) which will enable eligible Charles Stanley Shareholders to elect to receive Loan Notes in lieu of part or all of the cash consideration to which they would otherwise be entitled under the terms of the Acquisition.

· Raymond James has long admired Charles Stanley's reputation, heritage and its talented pool of investment managers, financial planners (collectively referred to as wealth managers) and professionals. The two firms share a common client-centric approach and both offer employed and self-employed affiliation models, while Raymond James also provides platform services, enabling the flexibility that wealth managers value. Charles Stanley meets Raymond James' historical acquisition criteria, in particular as an excellent strategic fit with a complementary culture.

· The Acquisition would provide both Raymond James and Charles Stanley with the opportunity to accelerate the growth of their respective current UK wealth management businesses, creating operations with the scale to support expansion and flourish in a highly competitive and consolidating UK marketplace. Charles Stanley would allow Raymond James to benefit from the contributions of approximately 200 additional wealth managers, many of whom are located in key geographic areas across the United Kingdom that Raymond James has targeted for expansion. Charles Stanley would add approximately £27.1 billion in client assets, bringing Raymond James' total client assets in the UK to over £40 billion. Raymond James shares Charles Stanley's vision of a broad holistic wealth proposition offering discretionary, advisory and execution services delivered from bespoke through to digitally-supported formats.

· Raymond James is confident that the Acquisition would provide major benefits to all stakeholders, and that, with further investment, it would strengthen and enhance the range of services available to clients of both Raymond James Investment Services ("RJIS"), Raymond James' UK wealth management business, and Charles Stanley and their respective wealth managers.

· The Charles Stanley Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Charles Stanley Directors, Rothschild & Co has taken into account the commercial assessments of the Charles Stanley Directors.

· Accordingly, the Charles Stanley Directors intend to recommend unanimously that Charles Stanley Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting, as the Charles Stanley Directors have irrevocably undertaken to do in respect of their entire beneficial holdings of 7,648,192 Charles Stanley Shares, in aggregate, representing approximately 14.7 per cent. of the issued share capital of Charles Stanley as at 28 July 2021 (being the last practicable date prior to this Announcement).

· Raymond James has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting from members of the Howard Family in respect of 10,330,864 Charles Stanley Shares, representing approximately 19.8 per cent. of Charles Stanley's issued share capital as at 28 July 2021 (being the last practicable date prior to this Announcement). Sir David Howard has also undertaken to use reasonable endeavours to procure that Queen Street Securities Limited, a company incorporated in Jersey through which Sir David Howard and his wife hold interests in certain Charles Stanley Shares, will, as soon as practicable following this Announcement, enter into an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting in respect of 2,102,500 Charles Stanley Shares, representing approximately 4.0 per cent. of Charles Stanley's issued share capital as at 28 July 2021 (being the last practicable date prior to this Announcement).

· In aggregate, therefore, Raymond James has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting from the holders of 17,979,056 Charles Stanley Shares in total representing approximately 34.5 per cent. of Charles Stanley's issued share capital as at 28 July 2021 (being the last practicable date prior to this Announcement). Further, if Sir David Howard succeeds in procuring Queen Street Securities Limited to enter into an irrevocable undertaking in respect of its entire holding of Charles Stanley Shares, Raymond James will, in aggregate, have received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting from the holders of 20,081,556 Charles Stanley Shares in total representing approximately 38.5 per cent. of Charles Stanley's issued share capital as at 28 July 2021 (being the last practicable date prior to this Announcement).

· Raymond James is a US company with its headquarters located in St. Petersburg, Florida. Public since 1983, the firm has been listed on the New York Stock Exchange since 1986 under the symbol RJF. Raymond James is a multinational independent investment bank and financial services company providing financial services to individuals, corporations, and municipalities through its subsidiary companies that engage primarily in investment and financial planning, in addition to capital markets, banking and asset management services.

· Bidco is a newly incorporated Jersey private limited company and a direct subsidiary of Raymond James. Bidco has been formed at the direction of Raymond James for the purposes of implementing the Acquisition. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

· Having been founded over 200 years ago, Charles Stanley is one of the UK's leading wealth management firms, providing a range of financial planning and investment management services principally to private clients but also serving national charities, trusts, financial advisers and professional institutions.

· Commenting on the Acquisition, Paul Reilly, CEO of Raymond James, said:

"We have long respected and admired Charles Stanley and believe our proposal presents an extremely attractive opportunity to combine our respective UK wealth management operations. Raymond James will seek to leverage the respective strengths of Charles Stanley and Raymond James through further investment in technology, infrastructure and back office partnerships to enhance the firms' already strong offering in wealth management."

· Commenting on the Acquisition, Paul Abberley, CEO of Charles Stanley, said:

"The Board believes that the terms of the Acquisition represent fair value and an attractive premium for Charles Stanley shareholders and therefore intends to recommend unanimously that Shareholders vote in favour of the Acquisition. Raymond James recognises Charles Stanley' reputation, heritage and talented staff, as well as our shared client-centric approach and compatible structures and cultures. Supported by the clear strategic rationale and intentions Raymond James has described today, I believe all stakeholders will benefit from the opportunities for growth arising from Charles Stanley becoming embedded within the Raymond James group."

· Save for the Permitted Dividend, if any dividend or other distribution is authorised, declared, made or paid in respect of Charles Stanley Shares on or after the date of this Announcement, Raymond James reserves the right to reduce the consideration payable for each Charles Stanley Share by the amount of such dividend or other distribution.

· It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or, if Raymond James so elects, subject to the approval of the Panel and with the consent of Charles Stanley under the terms of the Co-operation Agreement, an Offer).

· The Acquisition is conditional on, among other things: (i) the approval of Charles Stanley Shareholders at the Court Meeting and the passing of the resolutions by Charles Stanley Shareholders at the General Meeting; (ii) the sanction of the Scheme by the Court; and (iii) the FCA having notified Raymond James and/or Charles Stanley of its approval of the change of control of any UK authorised persons within the Charles Stanley Group as a result of the Acquisition (or the requisite assessment period for such approval to be provided having elapsed without the FCA having objected to the Acquisition).

· The Acquisition is expected to become Effective in the fourth quarter of 2021, subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix I to this Announcement.

Further details of the Acquisition will be contained in the Scheme Document which is intended to be published along with notices of the Court Meeting and General Meeting and the Forms of Proxy within 28 days of the date of this Announcement, unless Charles Stanley and Raymond James otherwise agree, and the Panel consents, to a later date. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Raymond James' website at raymondjames.com/offer-for-charles-stanley and Charles Stanley's website at charles-stanley.co.uk/investor-relations.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices).

The Acquisition is subject to the Conditions and further terms that are set out in Appendix I, and to the full terms and conditions which will be set out in the Scheme Document. Appendix II contains the bases and sources of certain information used in this Announcement. Appendix III contains details of the irrevocable undertakings received in relation to the Acquisition that are referred to in this Announcement. Appendix IV contains definitions of terms used in this Announcement.

Enquiries:

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

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 LLP nor for providing advice in relation to matters described in this Announcement.

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 subject to English law and to the applicable requirements of the Code, the Panel, the Listing Rules, the London Stock Exchange and the FCA.

The Acquisition will be made solely by the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Acquisition should be made solely on the basis of the Scheme Document. Charles Stanley Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been published. Each Charles Stanley Shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Acquisition.

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

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.

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. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to vote their Charles Stanley Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. 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 will be 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.

The financial information included in this Announcement has been prepared in accordance with International Financial Reporting Standards (as adopted by the European Union) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

It may be difficult for US Charles Stanley Shareholders to enforce their rights and any claim arising out of the US federal securities laws, 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 US securities laws. 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.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this Announcement is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share, for Raymond James or Charles Stanley, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Raymond James or Charles Stanley, respectively.

Right to switch to an Offer

Raymond James reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of Charles Stanley as an alternative to the Scheme. In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part C of Appendix I to this Announcement.

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 raymondjames.com/offer-for-charles-stanley and charles-stanley.co.uk/investor-relations 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 Market Services Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling Link Market Services Limited on +44 (0) 371 664 0300. 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.

Market Abuse Regulation

This Announcement contains inside information for the purposes of Article 7 of MAR. Market soundings (as defined in MAR) were taken in respect of a potential offer with the result that certain persons became aware of inside information (as defined in MAR) as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to Charles Stanley and its securities.

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.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Charles Stanley confirms that, as at the close of business on 28 July 2021, being the last practicable date prior to this Announcement, it had in issue 52,128,937 ordinary shares of 25 pence each. The International Securities Identification Number (ISIN) for Charles Stanley Shares is GB0006556046.

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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 SUCH JURISDICTION

For immediate release

29 July 2021

RECOMMENDED 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 implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006)

1. Introduction

The boards of Raymond James and Charles Stanley are pleased to announce that they have reached agreement on the terms of a recommended acquisition by Raymond James of the entire issued and to be issued share capital of Charles Stanley. It is intended that the Acquisition be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

2. The Acquisition

Under the terms of the Acquisition, Charles Stanley Shareholders will be entitled to receive:

for each Charles Stanley Share 515 pence in cash

The terms of the Acquisition value Charles Stanley's issued and to be issued share capital at approximately £278.9 million.

The terms of the Acquisition represent a premium of approximately:

· 43.5 per cent. to the Closing Price per Charles Stanley Share of 359 pence on 28 July 2021 (being the last practicable date prior to the date of this Announcement);

· 47.6 per cent. to the volume weighted average Closing Price per Charles Stanley Share of 349 pence for the three months ended on 28 July 2021 (being the last practicable date prior to the date of this Announcement); and

· 53.8 per cent. to the volume weighted average Closing Price per Charles Stanley Share of 334.8 pence for the six months ended on 28 July 2021 (being the last practicable date prior to the date of this Announcement).

Under the terms of the Acquisition, a Loan Note Alternative will be available to Charles Stanley Shareholders (other than Charles Stanley Shareholders resident or located in a Restricted Jurisdiction, including the United States) which will enable eligible Charles Stanley Shareholders to elect to receive Loan Notes in lieu of part or all of the cash consideration to which they would otherwise be entitled under the terms of the Acquisition. Further detail in relation to the Loan Note Alternative is set out in Section 11 below.

The Charles Stanley Shares will be acquired by Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the Effective Date or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Charles Stanley Shares.

Save for the Permitted Dividend, if any dividend or other distribution in respect of the Charles Stanley Shares is announced, declared, payable or paid in respect of the Charles Stanley Shares on or after the date of this Announcement and prior to the Effective Date, Raymond James reserves the right to reduce the consideration payable for each Charles Stanley Share by the amount of all or part of any such dividend or other distribution.

Raymond James has agreed that, if the Scheme has not been sanctioned by the Court by 10 December 2021 then Charles Stanley Shareholders on the register as at that date will 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").

3. Background to and reasons for the Acquisition

Raymond James has long admired Charles Stanley's reputation, heritage and its talented pool of investment managers, financial planners (collectively referred to as wealth managers) and professionals. The two firms share a common client-centric approach and both offer employed and self-employed affiliation models, while Raymond James also provides platform services, enabling the flexibility that wealth managers value. Charles Stanley meets Raymond James' historical acquisition criteria, in particular as an excellent strategic fit with a complementary culture.

The Acquisition would provide both Raymond James and Charles Stanley with the opportunity to accelerate the growth of their respective current UK wealth management businesses, creating operations with the scale to support expansion and flourish in a highly competitive and consolidating UK marketplace. Charles Stanley would allow Raymond James to benefit from the contributions of approximately 200 additional wealth managers, many of whom are located in key geographic areas across the United Kingdom that Raymond James has targeted for expansion. Charles Stanley would add approximately £27.1 billion in client assets, bringing Raymond James' total client assets in the UK to over £40 billion. Raymond James shares Charles Stanley's vision of a broad holistic wealth proposition offering discretionary, advisory and execution services delivered from bespoke through to digitally-supported formats.

Raymond James is confident that the Acquisition would provide major benefits to all stakeholders, and that, with further investment, it would strengthen and enhance the range of services available to clients of both RJIS, Raymond James' UK wealth management business, and Charles Stanley and their respective wealth managers.

4. Recommendation

The Charles Stanley Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Charles Stanley Directors, Rothschild & Co has taken into account the commercial assessments of the Charles Stanley Directors.

Accordingly, the Charles Stanley Directors intend to recommend unanimously that Charles Stanley Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting, as they have irrevocably committed to do in respect of their entire beneficial holdings of 7,648,192 Charles Stanley Shares, representing approximately 14.7 per cent. of Charles Stanley's issued share capital as at 28 July 2021, being the last practicable date prior to this Announcement.

5. Background to and reasons for the recommendation

The Charles Stanley Board believes that Charles Stanley has a resilient business model, a strong position in the UK marketplace and a strategy to continue to grow the business. Nevertheless, it recognises the benefits of scale in a sector which continues to consolidate and need for resources to invest in people and systems to deliver excellent client service. In this context, the Board considers that the cash offer from Raymond James not only represents an attractive premium to the historic trading range of the Charles Stanley Shares, but will also bring together two businesses with compatible organisational structures and cultures and that Charles Stanley will benefit from being backed by the very substantial resources and wealth management expertise of Raymond James. Consequently, in reaching its decision to recommend unanimously the Acquisition, the Charles Stanley Board, in addition to the financial terms of the Acquisition, took account of the interests of all of its key stakeholders - clients, staff and shareholders alike.

6. Irrevocable undertakings

Raymond James has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting from the Charles Stanley Directors, in respect of their entire beneficial holdings, amounting to 7,648,192 Charles Stanley Shares, in aggregate, representing approximately 14.7 per cent. of the issued share capital of Charles Stanley as at 28 July 2021, being the last practicable date prior to this Announcement.

Raymond James has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting from members of the Howard Family in respect of 10,330,864 Charles Stanley Shares, representing approximately 19.8 per cent. of Charles Stanley's issued share capital as at 28 July 2021 (being the last practicable date prior to this Announcement). Sir David Howard has also undertaken to use reasonable endeavours to procure that Queen Street Securities Limited, a company incorporated in Jersey through which Sir David Howard and his wife hold interests in certain Charles Stanley Shares, will, as soon as practicable following this Announcement, enter into an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting in respect of 2,102,500 Charles Stanley Shares, representing approximately 4.0 per cent. of Charles Stanley's issued share capital as at 28 July 2021 (being the last practicable date prior to this Announcement).

In aggregate, therefore, Raymond James has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting in respect of 17,979,056 Charles Stanley Shares, in aggregate, representing approximately 34.5 per cent. of Charles Stanley's issued share capital as at 28 July 2021 (being the last practicable date prior to this Announcement). Further, if Sir David Howard succeeds in procuring Queen Street Securities Limited to enter into an irrevocable undertaking in respect of its entire holding of Charles Stanley Shares, Raymond James will, in aggregate, have received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting from the holders of 20,081,556 Charles Stanley Shares in total representing approximately 38.5 per cent. of Charles Stanley's issued share capital as at 28 July 2021 (being the last practicable date prior to this Announcement).

Further details of these irrevocable undertakings are set out in Appendix III.

7. Information on Raymond James and Bidco

Raymond James

Raymond James is a US company with its headquarters located in St. Petersburg, Florida. Public since 1983, the firm has been listed on the New York Stock Exchange since 1986 under the symbol RJF. Raymond James is a multinational independent investment bank and financial services company providing financial services to individuals, corporations, and municipalities through its subsidiary companies that engage primarily in investment and financial planning, in addition to capital markets, banking and asset management services.

Raymond James has approximately 8,400 financial advisers and total client assets of $1.17 trillion. 

Bidco

Bidco is a newly-incorporated Jersey private limited company and a direct subsidiary of Raymond James. Bidco has been formed at the direction of Raymond James for the purposes of implementing the Acquisition. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

8. Information on Charles Stanley

Charles Stanley provides holistic wealth management services to private clients, charities, trusts and institutions in the UK. Its origins trace back to 1792 and it is one of the oldest firms on the London Stock Exchange. Charles Stanley has a national presence, with 26 locations and over 800 professionals. Its wealth management services are provided direct to clients and to intermediaries.

Charles Stanley operates through three client facing divisions, Investment Management Services ("IMS"), Financial Planning and Central Financial Services ("CFS"). IMS offers bespoke discretionary, advisory and execution only investment management and stock broking services to over 52,000 clients. Financial Planning provides tailored advice to approximately 2,100 clients, helping them plan and structure their wealth. The CFS division comprises Charles Stanley's centrally managed products and services offered to some 71,000 clients. These include Charles Stanley Direct, which provides online execution only services, asset management products for the retail and institutional intermediary markets, and Foundation Planning, a simplified advice and guidance service.

For the year ended 31 March 2021 Charles Stanley reported audited revenues of £171.2 million (financial year 2020: £173.0 million) and profit before tax of £13.4 million (financial year 2020: £17.3 million). As at 31 March 2021, it had net assets of £123.3 million, including £105.4 million of cash, and £25.6 billion funds under management and administration. As announced in Charles Stanley's Trading Update for the three month period ended 30 June 2021, published on 12 July 2021, since the financial year end, funds under management and administration have grown 5.9 per cent. to £27.1 billion at 30 June 2021 and unaudited revenues for the three months ended 30 June 2021 were £45.6 million (2020: £42.2 million).

9. Financing

Raymond James will finance the cash consideration payable to Charles Stanley Shareholders pursuant to the Acquisition from existing cash resources on its balance sheet.

RJFIL, as financial adviser to Raymond James, is satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Charles Stanley Shareholders under the terms of the Acquisition.

10. Management, employees, pensions and locations

Intentions and Plans

Given its long held admiration for Charles Stanley, Raymond James' priority will be to preserve and cultivate the unique strengths it sees in Charles Stanley, particularly its culture, heritage, brand and approach to managing clients. Accordingly, Raymond James intends to preserve the terms on which clients are serviced as well as Charles Stanley's employed and self-employed models. More generally, Raymond James does not intend to make any changes to the conditions of employment within the Charles Stanley Group (including the balance of skills and functions).

Raymond James envisages that Charles Stanley will continue to operate as a separately branded firm, doing business as Charles Stanley, a division of Raymond James, and will operate as a stand-alone division and subsidiary of the Raymond James Group. Sir David Howard, Charles Stanley's former Chief Executive and current Chairman, will remain Chairman of Charles Stanley. Paul Abberley and Ben Money-Coutts will continue as Charles Stanley's Chief Executive Officer and Chief Financial Officer, respectively. Peter Moores, the Chief Executive Officer of Raymond James' UK operations, will have overall responsibility for the respective UK businesses of Raymond James and Charles Stanley. Other than Sir David Howard, Raymond James expects to replace some or all of Charles Stanley's other non-executive directors following the completion of the Acquisition.

RJIS will continue to operate in the UK as a separately branded and managed subsidiary of Raymond James.

Raymond James will seek to leverage the respective strengths of Charles Stanley and Raymond James through further investment in technology, infrastructure and back office partnerships to further enhance the firms' already strong offering in wealth management. This will accelerate growth and create benefits for clients, wealth managers and employees through scale, broadened expertise and enhanced solutions.

Raymond James' goal is to deliver outstanding wealth management services to all clients and their wealth managers, whether wealth managers affiliate as employed or self-employed or use Raymond James' platform services. Charles Stanley and RJIS personnel should, given the combined businesses' profile, scale, and market leading position, benefit from increased career growth opportunities.

Other areas which are likely to benefit from enhanced scale and investment include accelerating the recruitment of new wealth managers, sales and marketing, and investment research.

Employees and Pensions

Raymond James recognises that Charles Stanley's strong brand and culture are largely a reflection of its staff. Accordingly, Raymond James attaches significant importance to the continued commitment of these individuals. Charles Stanley and Raymond James staff should benefit from enhanced career growth opportunities arising from the greater scale and profile of what will be Raymond James' UK wealth management operations. Given the intention to maintain the Charles Stanley Group as a separate division and to invest further in both the Charles Stanley Group and RJIS to propel growth, Raymond James does not expect the Acquisition to result in significant job overlap, or in the need for staff reductions in either the Charles Stanley Group or the Raymond James Group.

Furthermore, following completion of the Acquisition, Raymond James will ensure that the existing employment and pension rights of Charles Stanley employees are safeguarded and that Charles Stanley continues to comply with its defined benefit and defined contribution pension scheme funding obligations.

The Charles Stanley Group sponsors the Charles Stanley Retirement Benefits Scheme (the "Charles Stanley Pension Scheme") in the UK, which is a funded defined benefit arrangement and is fully funded on a self-sufficiency basis. The Charles Stanley Pension Scheme was closed to new members in 1988 and closed to further benefit accruals in 2016. Raymond James currently has no intention of re-opening the Charles Stanley Pension Scheme to benefit accrual or new entrants and envisages no change in the rate of contribution made to Charles Stanley's defined contribution pension schemes following the Acquisition.

Given how important Charles Stanley and Raymond James' personnel will be to the ultimate success of the Acquisition, Raymond James intends to put in place retention and reward arrangements following the Acquisition completing. As at this time, discussions have not taken place regarding such awards and Raymond James intends to initiate these discussions shortly following the Effective Date.

Raymond James intends to maintain Charles Stanley's existing offices throughout the UK and its corporate headquarters (including headquarters functions) in London. Raymond James does not expect the Acquisition to have an impact on its own places of business, including the location of its headquarters (including headquarters functions).

Maintenance of existing trading facilities

Prior to the Scheme becoming Effective, it is intended that applications will be made to cancel trading in Charles Stanley Shares on the London Stock Exchange, with effect from or shortly following the Effective Date, and to re-register Charles Stanley as a private company.

Other items

Raymond James does not intend to make any changes to the research and development functions of Charles Stanley. Raymond James also does not intend to redeploy any of Charles Stanley's fixed assets.

No statements in this Section 10 (Management, employees, pensions and locations) constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

11. Loan Note Alternative

As an alternative to part or all of the cash consideration to which they would otherwise be entitled under the terms of the Acquisition, Charles Stanley Shareholders (other than Charles Stanley Shareholders resident or located in a Restricted Jurisdiction, including the United States) will be able to elect to receive Loan Notes to be issued by Bidco. The Loan Note Alternative will be made available on the basis of £1.00 nominal value for every £1.00 of cash to which a Charles Stanley Shareholder would otherwise be entitled.

The Loan Notes will be governed by English law and will be issued by Bidco, credited as fully paid, in amounts and integral multiples of £1.00 and any entitlement that is not a whole multiple of £1.00 will be rounded down to the nearest £1.00 and the balance of the consideration disregarded and not paid. The Loan Notes will constitute direct, unsecured and unsubordinated obligations of Bidco. The obligations of Bidco under the Loan Notes will be guaranteed by Raymond James.

The Loan Notes will bear interest payable twelve months in arrear at a rate of the aggregate of 0.1 per cent. per annum, plus an amount equal to 50 per cent. of the Base Rate Differential where the Reference Base Rate is higher than the Initial Base Rate, or less an amount equal to 50 per cent. of the Base Rate Differential where the Reference Base Rate is lower than Initial Base Rate (the "Interest Rate"), provided that the Interest Rate in respect of any interest period shall not be less than zero nor greater than 1.5 per cent.

Holders of Loan Notes will have the right (subject to certain restrictions) to redeem them for cash at par on each anniversary of the date of issue of the Loan Notes. All or part of the Loan Notes held by an individual may be redeemed at par in the event of the death of the Loan Note holder. Any Loan Notes not previously repaid, redeemed or purchased will be repaid in full at their principal amount, together with all accrued and unpaid interest, on the fifteenth anniversary of their issue. With effect from the fifth anniversary of the date of issue of the Loan Notes, the Loan Notes may be redeemed by Bidco if more than 50 per cent. of the nominal amount of all of the Loan Notes has been redeemed.

Full details of the Loan Note Alternative and an estimate of the value of the Loan Notes by Raymond James Financial International Limited for the purposes of Rule 24.11 of the Code will be contained in the Scheme Document. The Loan Notes are not being offered to persons in the United States or in, or to, or for the account or benefit of any person located in any other Restricted Jurisdiction.

12. Charles Stanley Share Schemes

Participants in the Charles Stanley Share Schemes will be contacted regarding the effect of the Acquisition on their rights under the Charles Stanley Share Schemes, and appropriate proposals will be made to such participants in accordance with Rule 15 of the Code. The Loan Note Alternative will not be made available to participants in the Charles Stanley Share Schemes as part of these proposals. Further details of such proposals will be set out in the Scheme Document and in separate letters to be sent to the participants in the Charles Stanley Share Schemes in due course.

13. Acquisition-related arrangements

Confidentiality Agreement

Raymond James and Charles Stanley entered into the Confidentiality Agreement on 24 May 2021, pursuant to which Raymond James has undertaken to keep confidential information relating to Charles Stanley and not to disclose it to third parties (with certain exceptions) unless required by law or regulation or permitted pursuant to limited carve-outs to the obligations of confidentiality. The Confidentiality Agreement also includes customary standstill and non-solicitation obligations applicable to Raymond James.

The confidentiality obligations will remain in force until the Scheme becomes Effective or, in the event the Scheme does not become Effective, until the date falling two years from the date of the Confidentiality Agreement. The standstill provisions ceased to apply upon publication of this Announcement.

Co-operation Agreement

Raymond James, Bidco and Charles Stanley have entered into a co-operation agreement dated 29 July 2021 (the "Co-operation Agreement"), pursuant to which: (i) Charles Stanley has agreed to co-operate with Raymond James and Bidco to secure the satisfaction of certain regulatory conditions, and Raymond James and Bidco have entered into commitments in relation to obtaining regulatory clearances; (ii) Raymond James and Bidco have agreed to provide Charles Stanley with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; and (iii) Charles Stanley, Raymond James and Bidco have agreed to implement certain proposals in relation to the Charles Stanley Share Schemes.

The Co-operation Agreement will terminate in the following circumstances: (i) if the Acquisition is withdrawn or lapses, subject to certain exceptions (ii) if the Charles Stanley Directors withdraw their recommendation of the Acquisition, (iii) if the Acquisition does not become Effective in accordance with its terms by the Long Stop Date; or (iv) as otherwise as agreed between Raymond James and Charles Stanley.

14. Structure of the Acquisition

Scheme

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Charles Stanley and the Charles Stanley Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued share capital of Charles Stanley. This is to be achieved by the transfer of the Charles Stanley Shares to Bidco in consideration for which the Charles Stanley Shareholders who are on Charles Stanley's register of members at the Scheme Record Time will receive the cash consideration (or, if a valid election is made, Loan Notes pursuant to the Loan Note Alternative) on the basis set out in Section 2 (The Acquisition) of this Announcement.

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, among other things the:

(a) satisfaction (or, where applicable, waiver) of the Conditions, including the FCA having notified Raymond James and/or Charles Stanley of its approval of the change of control of any UK authorised persons within the Charles Stanley Group as a result of the Acquisition (or the requisite assessment period for such approval to be provided having elapsed without the FCA having objected to the Acquisition);

(b) approval of a majority in number of the Charles Stanley Shareholders who are present and vote, either in person or by proxy, at the Court Meeting and who represent not less than 75 per cent. in value of the Charles Stanley Shares voted by those Charles Stanley Shareholders;

(c) approval of not less than 75 per cent. of the votes cast, either in person or by proxy, of the resolutions necessary in order to implement the Scheme at the General Meeting; and

(d) sanction of the Scheme by the Court and, following such sanction, the delivery of a copy of the Court Order to the Registrar of Companies.

Application to Court to sanction the Scheme

Once the approvals of the Charles Stanley Shareholders have been obtained at the Court Meeting and the General Meeting, and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Court Hearing.

The Scheme will become effective in accordance with its terms on delivery of a copy of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Charles Stanley Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will contain further information about the Acquisition and the notices of the Court Meeting and General Meeting, together with the associated Forms of Proxy. Further details of the Scheme will be set out in the Scheme Document, including the expected timetable and the action to be taken by Charles Stanley Shareholders.

The Scheme will be governed by the laws of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the Listing Rules.

It is expected that the Scheme Document will be published and sent to Charles Stanley Shareholders and, for information only, to participants in the Charles Stanley Share Schemes within 28 days of this Announcement, unless Raymond James and Charles Stanley otherwise agree, and the Panel consents, to a later date.

At this stage, subject to the approval and availability of the Court (which is subject to change), and subject to the satisfaction (or, where applicable, waiver) of the Conditions, Raymond James expects the Acquisition will become Effective in the fourth quarter of 2021.

Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on Raymond James' website at raymondjames.com/offer-for-charles-stanley and Charles Stanley's website at charles-stanley.co.uk/investor-relations.

Conditions to the Acquisition

The Acquisition will be subject to the Conditions and further terms set out in full in Appendix I to this Announcement and to be set out in the Scheme Document.

Amongst others, the Conditions include the FCA having notified Raymond James and/or Charles Stanley of its approval of the change of control of any UK authorised persons within the Charles Stanley Group as a result of the Acquisition (or the requisite assessment period for such approval to be provided having elapsed without the FCA having objected to the Acquisition).

The Conditions set out in paragraphs 1 and 2 of Part A of Appendix I to this Announcement provide that the Scheme will lapse if:

(a) it does not become Effective by 11.59 p.m. on the Long Stop Date;

(b) the Court Meeting is not held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Raymond James and Charles Stanley and the Court may allow);

(c) the General Meeting is not held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Raymond James and Charles Stanley and the Court may allow); or

(d) the Scheme is not sanctioned on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Raymond James and Charles Stanley and the Court may allow) and a copy of the Court Order is not delivered to the Registrar of Companies,

and such deadlines are not waived by Raymond James or otherwise extended by agreement between Raymond James, Charles Stanley, the Panel and the Court.

Right to switch to an Offer

Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of Charles Stanley as an alternative to the Scheme. In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part C of Appendix I to this Announcement.

15. De-listing, cancellation of trading and re-registration

Prior to the Scheme becoming Effective, requests will be made by Charles Stanley to the London Stock Exchange to cancel the admission to trading in Charles Stanley Shares on its Main Market for listed securities to take effect on, or shortly after, the Effective Date and the FCA will be requested to cancel the listing of the Charles Stanley Shares from the Official List on, or shortly after, the Effective Date.

On the Effective Date, share certificates in respect of Charles Stanley Shares will cease to be valid (and should be destroyed) and entitlements to Charles Stanley Shares held within the CREST system will be cancelled.

As soon as practicable after the Effective Date and after the cancellation of the admission to trading in Charles Stanley Shares on the London Stock Exchange's Main Market for listed securities and the cancellation of the listing of the Charles Stanley Shares on the Official List, it is intended that Charles Stanley will be re-registered as a private limited company under the relevant provisions of the Companies Act.

16. Disclosure of interests in Charles Stanley

As at the close of business on 28 July 2021 (being the last practicable date prior to this Announcement), save for: (i) the disclosures in this Section 16; and (ii) the Irrevocable Undertakings referred to in Section 6, none of Raymond James or any of its directors or, so far as Raymond James is aware, any person acting, or deemed to be acting, in concert with Raymond James had:

· any interest in, or right to subscribe for, relevant securities of Charles Stanley;

· any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Charles Stanley;

· procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Charles Stanley; or

· borrowed or lent any Charles Stanley Shares.

Furthermore, no dealing arrangement (of the kind referred to in Note 11 of the definition of "acting in concert" in the Code) exists between Raymond James or Charles Stanley or any person acting in concert with Raymond James or Charles Stanley in relation to Charles Stanley Shares.

It has not been practicable for Raymond James to make enquiries of all of its concert parties prior to this Announcement. Therefore, if Raymond James becomes aware, following such enquiries being made, that any of its concert parties has any additional interests in the relevant securities of Charles Stanley, all relevant details in respect of Raymond James' concert parties will be included in Raymond James' Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.

17. General

The Acquisition will be subject to the Conditions and other terms set out in Appendix I and to be set out in the Scheme Document.

RJFIL, Rothschild & Co and Peel Hunt have each given and not withdrawn their consent to the inclusion in this Announcement of the references to their names in the form and context in which they appear.

18. Documents available on a website

Subject to certain restrictions relating to persons in Restricted Jurisdictions, copies of the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on Raymond James' website at raymondjames.com/offer-for-charles-stanley and Charles Stanley's website at charles-stanley.co.uk/investor-relations (as applicable) until the end of the Offer Period:

(a) this Announcement;

(b) the Confidentiality Agreement;

(c) the Co-operation Agreement; and

(d) the Irrevocable Undertakings.

Neither the contents of Raymond James' website nor the contents of Charles Stanley's website, nor the content of any other website accessible from hyperlinks on either such website, is incorporated into or forms part of, this Announcement.

Enquiries:

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

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 LLP nor for providing advice in relation to matters described in this Announcement.

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 subject to English law and to the applicable requirements of the Code, the Panel, the Listing Rules, the London Stock Exchange and the FCA.

The Acquisition will be made solely by the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Acquisition should be made solely on the basis of the Scheme Document. Charles Stanley Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been published. Each Charles Stanley Shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Acquisition.

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

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.

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. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to vote their Charles Stanley Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. 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 will be 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.

The financial information included in this Announcement has been prepared in accordance with International Financial Reporting Standards (as adopted by the European Union) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

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.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this Announcement is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share, for Raymond James or Charles Stanley, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Raymond James or Charles Stanley, respectively.

Right to switch to an Offer

Raymond James reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of Charles Stanley as an alternative to the Scheme. In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Part C of Appendix I to this Announcement.

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 raymondjames.com/offer-for-charles-stanley and charles-stanley.co.uk/investor-relations 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 Market Services Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling Link Market Services Limited on +44 (0) 371 664 0300. 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.

Market Abuse Regulation

This Announcement contains inside information for the purposes of Article 7 of MAR. Market soundings (as defined in MAR) were taken in respect of a potential offer with the result that certain persons became aware of inside information (as defined in MAR) as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to Charles Stanley and its securities.

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.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Charles Stanley confirms that, as at the close of business on 28 July 2021, being the last practicable date prior to this Announcement, it had in issue 52,128,937 ordinary shares of 25 pence each. The International Securities Identification Number (ISIN) for Charles Stanley Shares is GB0006556046.

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 I

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

Part A

Conditions to the Acquisition

1. The Acquisition will be conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by no later than 11.59 p.m. on the Long Stop Date.

Scheme approval

2. The Scheme will be conditional upon:

(a) (i) its approval by a majority in number representing not less than 75 per cent. in value of the Charles Stanley Shareholders (or the relevant class or classes thereof, if applicable) in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting; and

(ii) the Court Meeting and any separate class meeting which may be required by the Court or any adjournment of any such meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Raymond James and Charles Stanley may agree and the Court may allow);

(b) (i) all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment of that meeting; and

(ii) the General Meeting or any adjournment of that meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Raymond James and Charles Stanley may agree and the Court may allow); and

(c) (i) the sanction of the Scheme by the Court (with or without modification (but subject to any such modification being acceptable to Raymond James and Charles Stanley)) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii) the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as Raymond James and Charles Stanley may agree and the Court may allow).

Other Conditions

3. The Acquisition will also be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where capable of waiver, waived:

Competition law and regulatory approvals

FCA change in control

(a) the FCA:

(i) giving written notice in accordance with section 189(4) or 189(7) of FSMA of its approval of Bidco, Raymond James and Raymond James' controllers acquiring control (within the meaning of section 181 of FSMA) of the Charles Stanley UK Regulated Entities; or

(ii) being treated as having given such approval pursuant to section 189(6) of FSMA;

United Kingdom

(b) by the time of the Court Sanction Hearing, and following Bidco having submitted a briefing note to the CMA in relation to the Acquisition, the CMA either:

(i) having not opened a CMA Merger Investigation in relation to the Acquisition or any matters arising therefrom; or

(ii) having opened a CMA Merger Investigation, the CMA having indicated in terms satisfactory to Bidco (acting reasonably) that the CMA does not intend to make a CMA Phase 2 Reference in connection with the Acquisition or any matters arising therefrom;

General third party clearances

(c) the waiver (or non-exercise within any applicable time limits) by any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction (each a "Third Party") of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Charles Stanley Group or the Wider Raymond James Group taken as a whole) arising as a result of or in connection with the Acquisition including, without limitation, its implementation or the proposed direct or indirect acquisition of any shares or other securities in, or control of, Charles Stanley by Raymond James or any member of the Raymond James Group;

(d) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:

(i) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Raymond James Group or any member of the Wider Charles Stanley Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which in any such case would be material in the context of the Wider Charles Stanley Group or Wider Raymond James Group taken as a whole;

(ii) require, prevent or materially delay, or materially alter the terms envisaged for, any proposed divestiture by any member of the Wider Raymond James Group of any shares or other securities in Charles Stanley;

(iii) impose any material limitation on, or result in a delay in, the ability of any member of the Wider Raymond James Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Charles Stanley Group or the Wider Raymond James Group or to exercise management control over any such member, in each case, to an extent which is material in the context of the Wider Charles Stanley Group or the Wider Raymond James Group;

(iv) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Raymond James Group or of any member of the Wider Charles Stanley Group to an extent which is material in the context of the Wider Raymond James Group or the Wider Charles Stanley Group, in either case taken as a whole;

(v) make the Acquisition or its implementation or the acquisition or proposed acquisition by Raymond James or any member of the Wider Raymond James Group of any shares or other securities in, or control of Charles Stanley void, illegal, or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose material additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

(vi) save as envisaged by the Acquisition or pursuant to sections 974 to 991 of the Companies Act, require any member of the Wider Raymond James Group or the Wider Charles Stanley Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Charles Stanley Group or the Wider Raymond James Group owned by any third party where such acquisition would be material in the context of the Wider Charles Stanley Group taken as a whole or, as the case may be, the Wider Raymond James Group taken as a whole;

(vii) impose any limitation on the ability of any member of the Wider Raymond James Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Charles Stanley Group which is adverse to and material in the context of the Wider Charles Stanley Group or the Wider Raymond James Group, in each case taken as a whole; or

(viii) result in any member of the Wider Charles Stanley Group ceasing to be able to carry on business under any name under which it presently does so to an extent that is material in the context of the Wider Charles Stanley Group taken as a whole,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Charles Stanley Shares having expired, lapsed or been terminated;

(e) in addition to the competition law and regulatory approvals referred to in Conditions 3(a) and 3(b) above, all necessary filings or applications having been made in connection with the Acquisition and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Raymond James Group of any shares or other securities in, or control of, Charles Stanley and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals or the proposed acquisition of any shares or other securities in, or control of, Charles Stanley by any member of the Wider Raymond James Group having been obtained in terms and in a form reasonably satisfactory to Raymond James from all appropriate Third Parties or persons with whom any member of the Wider Charles Stanley Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Charles Stanley Group, in each case which is material in the context of the Wider Raymond James Group or the Wider Charles Stanley Group as a whole, remaining in full force and effect and all material filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

Certain matters arising as a result of any arrangement, agreement etc.

(f) except as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Charles Stanley Group is a party or by or to which any such member or any of its assets are or may be bound, entitled or subject, which, in each case as a consequence of the Acquisition would or could reasonably be expected to result in (in each case to an extent which is material in the context of the Wider Charles Stanley Group taken as a whole):

(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely affected or any onerous obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member other than in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so;

(viii) the creation of any liability, actual or contingent, by any such member, other than trade creditors or other liabilities incurred in the ordinary course of business; or

(ix) any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Charles Stanley Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this Condition 3(f), in each case which is or would be material in the context of the Wider Charles Stanley Group taken as a whole;

No material transactions, claims or changes in the conduct of the business of the Charles Stanley Group

(g) except as Disclosed, no member of the Wider Charles Stanley Group having, since 31 March 2021:

(i) save as between Charles Stanley and wholly-owned subsidiaries of Charles Stanley or for Charles Stanley Shares issued pursuant to the exercise of options or vesting of awards granted under the Charles Stanley Share Schemes, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between Charles Stanley and wholly-owned subsidiaries of Charles Stanley or for the grant of options and awards under the Charles Stanley Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Charles Stanley Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise, save for the Permitted Dividend;

(iv) save for intra-Charles Stanley Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any material assets or any right, title or interest in any material asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and which, in any such case, is material in the context of the Wider Charles Stanley Group taken as a whole;

(v) save for intra-Charles Stanley Group transactions, made or authorised or proposed or announced an intention to propose any material change in its loan capital;

(vi) issued, authorised or proposed the issue of any debentures or (save for intra-Charles Stanley Group transactions or in the ordinary course of business) incurred or increased any indebtedness or become subject to any liability (actual or contingent) and which, in any such case, is material in the context of the Wider Charles Stanley Group taken as a whole;  

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph 3(g) (i) above, made any other change to any part of its share capital;

(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement (other than the Acquisition) otherwise than in the ordinary course of business;

(ix) entered into or varied the terms of any contract with any director or senior executive otherwise than in the ordinary course of business;

(x) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could reasonably be expected to be restrictive on the businesses of any member of the Wider Charles Stanley Group or the Wider Raymond James Group or which involves an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which, in any such case, is material in the context of the Wider Charles Stanley Group or the Wider Raymond James Group taken as a whole;

(xi) (other than in respect of a member of the Wider Charles Stanley Group which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any material part of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xii) waived or compromised any claim otherwise than in the ordinary course of business and which is material in the context of the Wider Charles Stanley Group taken as a whole;

(xiii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (g) and which is material in the context of the Wider Charles Stanley Group taken as a whole;

(xiv) except in relation to changes made or agreed as a result of, or arising from, changes to legislation, having made or agreed or consented to any significant change to:

(A) the terms of the trust deeds constituting the Charles Stanley Pension Scheme;

(B) the contributions payable to the Charles Stanley Pension Scheme or to the benefits which accrue or to the pensions which are payable thereunder;

(C) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions under the Charles Stanley Pension Scheme are calculated or determined; or

(D) the basis upon which the liabilities (including pensions) of the Charles Stanley Pension Scheme are funded, valued or made,

in each case, to the extent which is material in the context of the Wider Charles Stanley Group taken as a whole;

(xv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Charles Stanley Group and in each case which is material in the context of the Wider Charles Stanley Group taken as a whole; or

(xvi) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Charles Stanley Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

No adverse change, litigation or regulatory enquiry

(h) except as Disclosed, since 31 March 2021:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Charles Stanley Group which is material in the context of the Wider Charles Stanley Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal or regulatory proceedings to which any member of the Wider Charles Stanley Group is or is reasonably likely to become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Charles Stanley Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider Charles Stanley Group, in each case which has or might reasonably be expected to have a material adverse effect on the Wider Charles Stanley Group taken as a whole;

(iii) no contingent or other liability of any member of the Wider Charles Stanley Group having arisen or become apparent to Raymond James which has or could be reasonably likely to have a material adverse effect on the business, assets, financial or trading position or profits of the Wider Charles Stanley Group taken as a whole;

(iv) no steps having been taken which result or are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Charles Stanley Group which is necessary for the proper carrying on of its business; and

(v) no member of the Wider Charles Stanley Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider Charles Stanley Group taken as a whole;

No discovery of certain matters

(i) except as Disclosed, Raymond James not having discovered:

(i) that any financial, business or other information concerning the Wider Charles Stanley Group as contained in the information publicly disclosed at any time prior to the date of this Announcement by or on behalf of any member of the Wider Charles Stanley Group is misleading, contains a material misrepresentation of fact or omits to state a material fact necessary to make that information not misleading; or

(ii) that any member of the Wider Charles Stanley Group is subject to any liability (actual or contingent) which is not disclosed in the annual report and accounts of Charles Stanley for the financial year ended 31 March 2021,

in each case, to the extent which is material in the context of the Wider Charles Stanley Group taken as a whole;

(j) except as Disclosed, Raymond James not having discovered that:

(i) any past or present member of the Wider Charles Stanley Group has failed to comply in any material respect with any applicable legislation or regulations, of any jurisdiction with regard to the use, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair materially the environment (including property) or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance has or would be likely to give rise to any material liability (actual or contingent) on the part of any member of the Wider Charles Stanley Group; or

(ii) there is, or is reasonably likely to be, for that or any other reason whatsoever, any material liability (actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Charles Stanley Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction; or

Anti-corruption, sanctions and criminal property

(k) save as Disclosed, Raymond James not having discovered that:

(i) any past or present member, director, officer or employee of the Wider Charles Stanley Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation or any person that performs or has performed services for or on behalf of the Wider Charles Stanley Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which has or would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation; or

(ii) any asset of any member of the Wider Charles Stanley Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(iii) any past or present member, director, officer or employee of the Charles Stanley Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the US Office of Foreign Assets Control, or HM Treasury in the UK; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the UK, the European Union or any of its member states; or

(iv) no member of the Charles Stanley Group being engaged in any transaction which has or would cause Raymond James to be in breach of any law or regulation upon its acquisition of Charles Stanley, including the economic sanctions of the US Office of Foreign Assets Control, or HM Treasury & Customs in the UK, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the UK, the European Union or any of its member states,

in each case, to the extent which is material in the context of the Wider Charles Stanley Group taken as a whole.

Part B

Waiver and Invocation of the Conditions

1. Subject to the requirements of the Panel in accordance with the Code, Raymond James reserves the right to waive, in whole or in part, all or any of the Conditions in Part A above, except for Condition 2(a)(i), 2(b)(i) and 2(c)(i) (Scheme approval), which cannot be waived.

2. The Acquisition will be subject to the satisfaction (or waiver, if permitted) of the Conditions in Part A above, and to certain further terms set out in Part D below, and to the full terms and conditions which will be set out in the Scheme Document.

3. Conditions 2(a)(i), 2(b)(i) and 3(a) to (k) (inclusive) must be fulfilled, determined by Raymond James to be or to remain satisfied or (if capable of waiver) waived, by no later than 11.59 p.m. on the date immediately preceding the date of the Court Hearing, failing which the Acquisition will, with the consent of the Panel, lapse. Raymond James shall be under no obligation to waive or treat as satisfied any of Conditions 3(a) to (k) (inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions to the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4. Under Rule 13.5(a) of the Code, Bidco may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or be withdrawn, unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. Whether or not such Condition can be invoked would be determined by the Panel. Any Condition that is subject to Rule 13.5(a) may be waived by Bidco. Conditions 1 and 2 of Part A (and, if applicable, any acceptance condition adopted on the basis specified in paragraph 2 of Part C below in relation to any Offer) are not subject to this provision of the Code.

Part C

Implementation by way of an Offer

1. Raymond James reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of an Offer as an alternative to the Scheme.

2. In such event, such Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments to reflect the change in method of effecting the Offer, including (without limitation) the inclusion of an acceptance condition set at such percentage of the Charles Stanley Shares to which the Offer relates as Raymond James may, subject to the rules of the Code and the terms of the Cooperation Agreement and with the consent of the Panel, decide.

Part D

Certain further terms of the Acquisition

1. The Acquisition will lapse if the Scheme does not become effective by 11.59 p.m. on the Long Stop Date.

2. The availability of the Acquisition to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the UK should inform themselves about, and observe, any applicable requirements. Charles Stanley Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay and observe any applicable requirements.

3. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and any proxies will be governed by English law and be subject to the jurisdiction of the English courts. The Acquisition will be subject to applicable requirements of the FCA, the London Stock Exchange, the Code and the Panel.

4. The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I and the further terms and conditions to be set out in the Scheme Document when issued and such further terms as may be required to comply with the rules and regulations of the FCA, London Stock Exchange and the Code.

5. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

6. The Charles Stanley Shares will be acquired by Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the Charles Stanley Shares.

7. Save for the Permitted Dividend, if any dividend or other distribution is announced, declared, made or paid in respect of the Charles Stanley Shares on or after the date of this Announcement and prior to the Effective Date, Raymond James reserves the right to reduce the consideration payable in respect of each Charles Stanley Share by the amount of all or part of any such dividend or other distribution.

8. If Raymond James is required by the Panel to make an offer for Charles Stanley pursuant to Rule 9 of the Code, Raymond James may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of the Code.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement:

(a) unless otherwise stated, financial information concerning Charles Stanley has been extracted from the Annual Report and Accounts of Charles Stanley for the year ended 31 March 2021;

(b) the value of the Acquisition is based upon:

 (i) 52,128,937 Charles Stanley Shares in issue on 28 July 2021 (being the last practicable date prior to this Announcement); and

(ii) 2,026,103 Charles Stanley Shares to be issued on the expected vesting of awards and the exercise of options granted or expected to be granted under the Charles Stanley Share Schemes being the maximum number of Charles Stanley Shares which could be issued on or after the date of this Announcement on the vesting of awards or the exercise of options under the Charles Stanley Shares Schemes;

(c) unless otherwise stated, all prices for Charles Stanley Shares are the Closing Price derived from the Daily Official List of the London Stock Exchange for the relevant date;

(d) the volume-weighted average prices of Charles Stanley Shares and trading volume data have been derived from Capital IQ and, in the case of volume-weighted average prices, have been rounded to the nearest single decimal place.

APPENDIX III

IRREVOCABLE UNDERTAKINGS

Directors' Irrevocable Undertakings

Raymond James has received irrevocable undertakings from the Charles Stanley Directors to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting in respect of their beneficial holdings of Charles Stanley Shares representing in aggregate approximately 14.7 per cent. of the existing issued ordinary share capital of Charles Stanley as at 28 July 2021 (being the last practicable date prior to this Announcement).

These irrevocable undertakings given by the Charles Stanley Directors will continue to be binding in the event that a higher competing offer is made for Charles Stanley.

The irrevocable undertakings given by the Charles Stanley Directors will cease to be binding if:

· the Scheme Document is not published within 28 days (or such longer period as the Panel may agree) or the date of this Announcement;

· Raymond James announces, with the consent of the Panel and prior to the publication of the Scheme Document, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme is announced by Raymond James in accordance with Rule 2.7 of the Code at the same time;

· the Scheme lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme is announced by Raymond James in accordance with Rule 2.7 of the Code at the same time; or

· the Scheme has not become effective by 11:59 p.m. on the Long Stop Date.

Other Irrevocable Undertakings

Howard Family

Raymond James has received irrevocable undertakings from the following Charles Stanley Shareholders (collectively, the "Howard Family") to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting in respect of their beneficial holdings of Charles Stanley Shares representing in aggregate approximately 19.8 per cent. of the existing issued ordinary share capital of Charles Stanley as at 28 July 2021 (being the last practicable date prior to this Announcement). Sir David Howard has also undertaken to use reasonable endeavours to procure that Queen Street Securities Limited, a company incorporated in Jersey through which Sir David Howard and his wife hold interests in certain Charles Stanley Shares, will, as soon as practicable following this Announcement, enter into an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting in respect of 2,102,500 Charles Stanley Shares, representing approximately 4.0 per cent. of Charles Stanley's issued share capital as at 28 July 2021 (being the last practicable date prior to this Announcement).

Summary of irrevocables

These irrevocable undertakings given by the Howard Family will continue to be binding in the event that a higher competing offer is made for Charles Stanley.

The irrevocable undertakings given by the members of the Howard Family and Queen Street Securities Limited (if provided) will cease to be binding if:

· the Scheme Document is not published within 28 days (or such longer period as the Panel may agree) or the date of this Announcement;

· Raymond James announces, with the consent of the Panel and prior to the publication of the Scheme Document, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme is announced by Raymond James in accordance with Rule 2.7 of the Code at the same time;

· the Scheme lapses or is withdrawn in accordance with its terms and no new, revised or replacement Scheme is announced by Raymond James in accordance with Rule 2.7 of the Code at the same time; or

· the Scheme has not become effective by 11:59 p.m. on the Long Stop Date.

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context otherwise requires:

All references to GBP, pence, Sterling, Pounds, Pounds Sterling, p or £ are to the lawful currency of the United Kingdom. All references to USD, $, US$, US dollars, United States dollars and cents are to the lawful currency of the United States of America.

All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, amended, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

All references to "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given to them in the Companies Act.