TIDMCAY
RNS Number : 3778W
Charles Stanley Group PLC
21 December 2021
Receipt of Approval from the Financial Conduct Authority
Charles Stanley Group PLC
21 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
FOR IMMEDIATE RELEASE
21 December 2021
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
RECEIPT OF APPROVAL FROM THE FINANCIAL CONDUCT AUTHORITY
On 29 July 2021, the directors of Charles Stanley Group PLC
("Charles Stanley") and Raymond James Financial, Inc. ("Raymond
James") announced that they had reached agreement on the terms of a
recommended acquisition by Raymond James UK Wealth Management
Holdings Limited ("Bidco"), a wholly-owned subsidiary of Raymond
James, of the entire issued and to be issued share capital of
Charles Stanley (the "Acquisition"), to be effected by way of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
The Acquisition and, accordingly, the Scheme is subject to the
Conditions set out in Part A of Part 3 of the scheme document
published on 25 August 2021 in connection with the Acquisition (the
"Scheme Document"), including regulatory and competition law
approvals.
Financial Conduct Authority approval
The regulatory Condition to which the Scheme is subject is the
Financial Conduct Authority (the "FCA") (i) giving written notice
in accordance with section 189(4) or 189(7) of the Financial
Services and Markets Act 2000 ("FSMA") of its approval of Bidco and
Raymond James acquiring control (within the meaning of section 181
of FSMA) of the Charles Stanley UK Regulated Entities ("Approval");
or (ii) being treated as having given such Approval pursuant to
section 189(6) of FSMA. Charles Stanley is pleased to announce that
the FCA has, on 21 December 2021, given Approval and accordingly
Condition 3(a) set out in Part A of Part 3 of the Scheme Document
has been satisfied.
UK Competition and Markets Authority
Charles Stanley can also confirm that the four month period
following the announcement of the Acquisition within which the UK
Competition and Markets Authority (the "CMA") can open a formal CMA
Merger Investigation or make a CMA Phase 2 Reference expired on 29
November 2021 and accordingly Condition 3(b) set out in Part A of
Part 3 of the Scheme Document has been satisfied.
Next steps and timetable
The Acquisition and Scheme remain subject to the fulfilment,
continued satisfaction or (where applicable) waiver of the
remaining Conditions in Part A of Part 3 of the Scheme Document,
including sanction of the Scheme by the High Court at the Sanction
Hearing and the delivery of a copy of the Court Order to the
Registrar of Companies for registration. The date of the Sanction
Hearing to sanction the Scheme will be 19 January 2022.
A request has been made for the suspension of the listing of
Charles Stanley Shares on the premium segment of the Official List
and the admission to trading of Charles Stanley Shares on the Main
Market of the London Stock Exchange for listed securities with
effect from 7.30 a.m. on 21 January 2022.
Applications have also been made to the FCA and the London Stock
Exchange in relation to the de-listing of Charles Stanley Shares
from the premium listing segment of the Official List of the FCA
and the cancellation of admission to trading of Charles Stanley
Shares on the Main Market of the London Stock Exchange for listed
securities, which, subject to the Scheme becoming effective on 21
January 2022, are expected to take effect by 8.00 a.m. on 24
January 2022.
The timetable of principal events relating to the Scheme,
published by Charles Stanley in its announcement on 13 December
2021, is unchanged and is set out again in the Appendix to this
announcement.
Other
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Scheme
Document.
All references to times in this announcement are to London time,
unless otherwise stated.
Enquiries:
+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 any part of, an offer
to sell or an invitation to purchase or subscribe for any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition will be made solely pursuant to the terms of the
Scheme Document, which, together with the Forms of Proxy and the
Loan Note Form of Election, contains the full terms and conditions
of the Acquisition. Any voting decision or response in relation to
the Acquisition should be made solely on the basis of the
information contained in the Scheme Document.
This announcement and any documents referred to in it have been
prepared for the purpose of complying with English law, the City
Code on Takeovers and Mergers (the "Code") and the Listing Rules
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
Important notices relating to financial advisers
Raymond James Financial International Limited ("RJFIL"), which
is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for Raymond James and Bidco as financial adviser
and no one else in connection with the Acquisition and other
matters set out in this announcement and will not be responsible to
anyone other than Raymond James and Bidco for providing the
protections afforded to clients of RJFIL, or for providing advice
in connection with the Acquisition, the content of this
announcement or any matter referred to herein. Neither RJFIL nor
any of its subsidiaries, affiliates or branches owes or accepts any
duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of RJFIL in
connection with this announcement, any statement contained herein
or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Charles Stanley and for no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Charles Stanley for providing the
protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to any matter referred to in this
announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Charles
Stanley and for no one else in connection with the matters
described in this announcement and will not regard any other person
as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Charles Stanley for providing the protections afforded to clients
of Peel Hunt nor for providing advice in relation to matters
described in this announcement.
Overseas shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom (including Restricted
Jurisdictions) should inform themselves about, and observe, any
applicable legal or regulatory requirements. Any failure to comply
with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. This announcement has been prepared for the purpose
of complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Copies of this announcement and any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
or any jurisdiction where to do so would constitute a violation of
the laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the Acquisition.
Further details in relation to Charles Stanley Shareholders in
overseas jurisdictions are contained in the Scheme Document.
Notice to US investors in Charles Stanley
The Acquisition relates to the shares of a UK company and is
being made by way of a scheme of arrangement provided for under
Part 26 of the Companies Act. The Acquisition, implemented by way
of a scheme of arrangement, is not subject to the tender offer
rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable to a scheme of arrangement
involving a target company in England listed on the London Stock
Exchange, which differ from the disclosure requirements of US
tender offer and proxy solicitation rules. If, in the future,
Raymond James exercises its right to implement the Acquisition by
way of an Offer and determines to extend the Offer into the United
States, the Acquisition will be made in compliance with applicable
US laws and regulations.
The Loan Note Alternative is not being offered, and will not be
offered, directly or indirectly in or into, or by use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of or of any facilities of a national securities exchange
of, the United States. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Loan Note
Alternative may not be elected for by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
materials allowing an election for the Loan Note Alternative are
not being, and must not be, directly or indirectly mailed or
otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to any U.S. persons or any persons located or
resident in the United States. Any purported acceptance of the Loan
Note Alternative resulting directly or indirectly from a violation
of these restrictions will be invalid and any purported election
for the Loan Note Alternative made by a person located in the
United States or any agent, fiduciary or other intermediary acting
on a non-discretionary basis for a principal giving instructions
from within the United States will be invalid and will not be
accepted.
Each person electing for the Loan Note Alternative will
represent that it is not a U.S. person, it is not located in the
United States and it is not participating in the Acquisition from
the United States or it is acting on a non-discretionary basis for
a principal that is not a U.S. person, that is located outside the
United States and that is not giving an order to participate in the
Acquisition from the United States. For the purposes of this and
the above paragraph, United States means United States of America,
its territories and possessions (including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands), any state of the United States of America and the
District of Columbia.
It may be difficult for US Charles Stanley Shareholders to
enforce their rights and any claim arising out of the US federal
laws or the laws of any state or other jurisdiction in the US,
because Charles Stanley is located in a non-US country, and some or
all of its officers and directors are residents of a non-US
country. US Charles Stanley Shareholders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the federal US laws or the laws of any state or other
jurisdiction in the US. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US
court's judgment.
US Charles Stanley Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the US
and, that such consequences, if any, are not described herein. US
Charles Stanley Shareholders are urged to consult with legal, tax
and financial advisers in connection with making a decision
regarding this transaction.
Forward Looking Statements
This announcement contains certain forward-looking statements
with respect to Raymond James, Charles Stanley and the Enlarged
Group. These forward-looking statements include information
concerning future strategic objectives, business prospects,
anticipated savings, financial results (including expenses,
earnings, liquidity, cash flow and capital expenditures), industry
or market conditions, demand for and pricing of our products,
acquisitions and divestitures, anticipated results of litigation,
regulatory developments, effects of accounting pronouncements, and
general economic conditions. In addition, words such as "believes",
"expects", "anticipates", "plans", "estimates", and future or
conditional verbs such as "will", "may", "could", "should", and
"would", as well as any other statement that necessarily depends on
future events, are intended to identify forward-looking statements.
Forward-looking statements are not guarantees, and they involve
risks, uncertainties and assumptions.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks and uncertainties because they relate to
events and depend on circumstances that will occur in the future.
The factors described in the context of such forward-looking
statements in this announcement may cause the actual results,
performance or achievements of any such person, or industry results
and developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Raymond James or Charles
Stanley or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Neither Raymond James nor Charles Stanley undertakes any obligation
to update publicly or revise forward-looking statements, whether as
a result of new information, future events or otherwise, except to
the extent legally required.
Publication on website
A copy of this announcement and the documents required to be
published pursuant to Rule 26.1 and Rule 26.2 of the Code will be
made available (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.
Information relating to Charles Stanley Shareholders
Addresses, electronic addresses and certain other information
provided by Charles Stanley Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Charles Stanley may be provided to Raymond James during the
Offer Period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10 (th) 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 10 (th) Business Day (as defined in the Code)
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror . A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror
(s), save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day (as defined in the Code) following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44(0)20 7638
0129.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London, United Kingdom times unless
otherwise stated. All dates and times are indicative only, are
based on Charles Stanley and Raymond James' current expectations
and are subject to change (including as a result of changes to
Court dates and/or times). If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to Charles Stanley Shareholders by announcement through a
Regulatory Information Service. Such announcement will be made
available (subject to certain restrictions relating to persons in
restricted jurisdictions) on Charles Stanley's website at
charles-stanley.co.uk/recommended-offer-for-charles-stanley and on
Raymond James' website at
raymondjames.com/offer-for-charles-stanley.
Event Time and/or date
Latest time for lodging of Loan 11.00 a.m. on 18 January 2022
Note Forms of Election and TTE
Instructions in respect of the
Loan Note Alternative
Sanction Hearing 19 January 2022 (1)
Last day of dealings in, and for 20 January 2022
the registration of transfers of,
and disablement in CREST of, Charles
Stanley Shares
Scheme Record Time 6.00 p.m. on 20 January
2022
Suspension of trading in Charles around 7.30 a.m. on 21 January
Stanley Shares 2022
Effective Date of the Scheme 21 January 2022 (2)
De-listing of Charles Stanley Shares By 8.00 a.m. on 24 January
2022
within 14 days
Latest date for despatch of cheques, of the Effective Date
crediting of CREST accounts and
processing electronic transfers
for cash consideration due under
the Scheme
Long Stop Date 31 January 2022(3)
---------------------------------------- -------------------------------
(1) The time of the Sanction Hearing, the number of the Court
and the name of the Judge will be available on the Business and
Property Court Rolls Building Cause List at www.justice.gov.uk on
the day before the Sanction Hearing.
(2) The Court Order approving the Scheme is expected to be
delivered to the Registrar of Companies two Business Days after the
date of the Sanction Hearing, such that the Effective Date is
expected to be 21 January 2022. The events which are stated as
occurring on subsequent dates are conditional on the Effective Date
and operate by reference to this date.
(3) This is the latest date by which the Scheme may become
effective. However, the Long Stop Date may be extended to such
later date as Raymond James and Charles Stanley may agree and the
Panel and (if required) the Court may allow.
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