CAY.L Regulatory News (CAY)

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

FOR IMMEDIATE RELEASE

21 January 2022

RECOMMENDED CASH ACQUISITION

of

CHARLES STANLEY GROUP PLC

by

RAYMOND JAMES UK WEALTH MANAGEMENT HOLDINGS LIMITED

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

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

SCHEME BECOMES EFFECTIVE

On 29 July 2021, the directors of Charles Stanley Group PLC ("Charles Stanley") and Raymond James Financial, Inc. ("Raymond James") announced that they had reached agreement on the terms of a recommended acquisition by Raymond James UK Wealth Management Holdings Limited ("Bidco"), a wholly-owned subsidiary of Raymond James, of the entire issued and to be issued share capital of Charles Stanley (the "Acquisition"), which is to be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The scheme document in connection with the Acquisition was published on 25 August 2021 (the "Scheme Document"). Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document. 

On 19 January 2022, Charles Stanley announced that the High Court of Justice of England and Wales had sanctioned the Scheme at the Sanction Hearing on 19 January 2022 (the "Court Sanction Date").

Charles Stanley and Raymond James are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued share capital of Charles Stanley is now owned by Bidco.

Settlement of consideration

Scheme Shareholders on Charles Stanley's register of members at the Scheme Record Time, being 6.00 p.m. (London time) on 20 January 2022 will be entitled to receive 515 pence in cash for each Scheme Share held. As announced on 19 January 2022, the aggregate number of valid Loan Note Elections received would not require the issue of Loan Notes of, in aggregate nominal amount, at least £15 million and, as such, Charles Stanley Shareholders who elected for the Loan Note Alternative will instead receive cash consideration in accordance with the terms of the Acquisition. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by despatch of a cheque (for Scheme Shareholders holding Scheme Shares in certificated form) or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in uncertificated form) as soon as practicable and in any event not later than 14 days after the Effective Date, as set out in the Scheme Document.

As announced on 25 November 2021, in light of the Scheme not having been sanctioned by 10 December 2021, Charles Stanley Shareholders on the register as at that date were entitled to receive and retain an interim dividend of an amount up to 4 pence per Charles Stanley Shares (without a corresponding reduction to the consideration payable for each Charles Stanley Share being made). This permitted dividend was paid on 14 January 2022 to all Charles Stanley Shareholders on the register at 6.00 p.m. (London time) on 10 December 2021.

In the case of Scheme Shares issued or transferred to satisfy the exercise of options under the Charles Stanley Share Schemes after the making of the Court Order on 19 January 2022 and prior to the Scheme Record Time, being 6.00 p.m. (London time) on 20 January 2022, settlement of consideration to which any employee or director of Charles Stanley is due in respect of those Scheme Shares will be effected by payment through payroll as soon as practicable subject to the deduction of any applicable exercise price, income taxes and social security contributions. Awards granted under the Charles Stanley Save-as You Earn Plan which were unvested immediately prior to the Court Sanction Date became exercisable on 19 January 2022 and will remain exercisable for a period of six months until 19 July 2022, as set out in the Scheme Document.

Suspension and cancellation of listing and trading of Charles Stanley Shares

The listing of Charles Stanley Shares on the premium segment of the Official List of the Financial Conduct Authority and the admission to trading of Charles Stanley Shares on the Main Market of the London Stock Exchange for listed securities were suspended with effect from approximately 7.30 a.m. on 21 January 2022.

Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of Charles Stanley Shares from the premium listing segment of the Official List of the Financial Conduct Authority and the cancellation of the admission to trading of Charles Stanley Shares on the Main Market of the London Stock Exchange for listed securities, which is expected to take effect by 8.00 a.m. on 24 January 2022. A further announcement will be made when admission to listing and admission to trading of Charles Stanley Shares have each been cancelled.

Dealing disclosures

Charles Stanley is no longer in an "Offer Period" as defined in the City Code on Takeovers and Mergers and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Full details of the Acquisition are set out in the Scheme Document.

Enquiries:

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

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

Further Information

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

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

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

Important notices relating to financial advisers

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

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

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

Overseas shareholders

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

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

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

Notice to US investors in Charles Stanley

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

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

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

Forward Looking Statements

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

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

Publication on website

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

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

Hard copy documents

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