TIDMCAY
RNS Number : 2193Z
Charles Stanley Group PLC
21 January 2022
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
RECOMMED 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 GBP15
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:
+44 0 20 7739
Charles Stanley Group PLC 8200
Paul Abberley, Chief Executive Officer
Ben Money-Coutts, Chief Financial Officer
N.M. Rothschild & Sons Limited +44 0 20 7280
(Lead financial adviser to Charles Stanley) 5000
Jonathan Eddis
Peel Hunt LLP
(Joint financial adviser and broker to Charles +44 0 20 7418
Stanley) 8900
Andrew Buchanan
James Britton
Raymond James Financial, Inc. +1 727 567 1000
Alexandra Band, Senior Vice President, Head
of Corporate
Development
Lars Moore, Vice President, Corporate Development
Raymond James Financial International Limited +44 0 203 798
(Financial adviser to Raymond James and Bidco) 5700
Edward Griffin
Jack Wills
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 (sub ject 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, 10 (th) 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.
This information is provided by RNS, the news service of the
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Policy.
END
ACQPPUCWGUPPUMG
(END) Dow Jones Newswires
January 21, 2022 02:35 ET (07:35 GMT)
Charles Stanley (LSE:CAY)
過去 株価チャート
から 11 2024 まで 12 2024
Charles Stanley (LSE:CAY)
過去 株価チャート
から 12 2023 まで 12 2024
