Raymond James Financial, Inc. (NYSE:RJF) signed an agreement to acquire Charles Stanley Group PLC (LSE:CAY) from Howard Family, Paul Abberley, Ben Money-Coutts and other shareholders for approximately £270 million on July 29, 2021. As reported, shareholders of Charles Stanley are entitled to receive £5.15 in cash. The acquisition to be effected by a scheme of arrangement. 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. The loan note alternative will be made available based on £1 nominal value for every £1 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 buyer, credited as fully paid, in amounts and integral multiples of £1 and any entitlement that is not a whole multiple of £1 will be rounded down to the nearest £1 and the balance of the consideration disregarded and not paid. The loan notes will constitute direct, unsecured, and unsubordinated obligations of buyer. The obligations of buyer under the loan notes will be guaranteed by Raymond James. Raymond James will finance the cash consideration payable to Charles Stanley shareholders pursuant to the acquisition from existing cash resources on its balance sheet.

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. Raymond James Investment Services will continue to operate in the UK as a separately branded and managed subsidiary of Raymond James. 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 David Howard, Raymond James expects to replace some or all of Charles Stanley's other non-executive directors following the completion of the acquisition. Each of Charles Stanley's other Non-Executive Directors shall resign from his or her office as a director of Charles Stanley, although Anna Troup will remain as an independent non-executive director of CSC, the Charles Stanley Group's principal trading company. Raymond James has received irrevocable undertakings to vote in favor of the transaction from members of the Howard Family.

The transaction is conditional on, among other things the approval of Charles Stanley shareholders at the court meeting, third party approval and the passing of the resolutions by Charles Stanley shareholders at the general meeting, the sanction of the scheme by the court at the Sanction Hearing, which is expected to be held in the fourth quarter of 2021, FCA having notified Raymond James and/or Charles Stanley of its approval of the change of control of any UK authorized persons within the Charles Stanley Group as a result of the acquisition, the CMA either having not opened a CMA Merger Investigation in relation to the acquisition or any matters arising therefrom or, having opened a CMA merger investigation, the CMA having indicated in terms satisfactory offeror that the CMA does not intend to make a CMA Phase 2 reference in connection with the acquisition or any matters arising therefrom. The Board of Charles Stanley Group unanimously recommends that Charles Stanley Shareholders vote in favor of the scheme at the court meeting. On September 16, 2021, the requisite majority of Charles Stanley shareholders voted in favor of the scheme at the court meeting and general meeting. As of November 25, 2021, the Scheme remains subject to the Financial Conduct Authority and FSMA for anticipation of the forthcoming receipt of Approval, the Company has booked a Sanction Hearing to sanction the Scheme, due to take place on December 20, 2021. In light of the FCA Approval Condition remaining outstanding and due to concerns on the part of Raymond James and Charles Stanley that FCA Approval would not be received sufficiently far in advance so as to allow the filing of the necessary court documentation in time for the Sanction Hearing on December 20, 2021, Charles Stanley and Raymond James have agreed to release the Sanction Hearing date of December 20, 2021 and have instead secured an alternative Sanction Hearing date on January 19, 2022. The transaction is expected to become effective in the fourth quarter of 2021. As of October 28, 2021, transaction is expected to close in first or second quarter of fiscal year 2022. Scheme would become effective on 22 December 2021. Subject to the FCA Approval Condition being satisfied and the Court sanctioning the Scheme, it is anticipated that the Scheme will become Effective on January 21, 2022. As of December 21, 2021, Financial Conduct Authority approved the transaction. As of January 19, 2022, the High Court of Justice of England and Wales has made an order sanctioning the Scheme. De-listing of Charles Stanley Shares will occur on January 24, 2022. Long Stop Date of the transaction is January 31, 2022.

Jonathan Eddis and Rohit Nigam of N.M. Rothschild & Sons Limited and Andrew Buchanan and James Britton of Peel Hunt LLP acted as financial advisors while Fiona Millington, Richard Sheen, Kit McCarthy, Dominic Stuttaford, Matt Findley, Ian Giles, Imogen Garner, Lesley Browning and Catrina Smith of Norton Rose Fulbright LLP acted as legal advisors to Charles Stanley. Edward Griffin and Jack Wills of Raymond James Financial International, Ltd. acted as financial advisors and John Adebiyi of Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal advisor for Raymond James. Link Market Services Limited acted as registrar to Charles Stanley.

Raymond James Financial, Inc. (NYSE:RJF) completed the acquisition of Charles Stanley Group PLC (LSE:CAY) from Howard Family, Paul Abberley, Ben Money-Coutts and other shareholders on January 21, 2022. 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.