Details of the capital changes for Charles Stanley Group Limited.
Charles Stanley Group Limited was incorporated on 16 July 1896 in the name of The Oceana Consolidated Company Ltd. The company changed its name on 16 July 1996 to Charles Stanley Group PLC. It was re-registered as a private company on 7 February 2022 under the name of Charles Stanley Group Limited.
New share certificates were issued on 30 November 1960. No share certificate dated earlier than 30 November 1960 is now valid.
The company underwent a number of reconstructions and capital write-downs between 1896 and 1960. Since 1970 there have also been several bonus and rights issues. Details of these are set out below, together with information on share warrants to bearer which were issued.
Between 1896 and 1960 the company underwent a series of capital reconstructions as follows:
1909: 10s. was written off each share of £1, leaving the number of issued shares unaltered. (13.5.09)
1915: 5s. was written off each share of 10s., leaving the number of issued shares unaltered. (23.6.15)
1936: 4s 4½d was written off each ordinary share of 5s. The resulting shares of 7½d were consolidated in the ratio of 8 to 1 into shares of 5s. each. Preference shares of 5s. were written down by 1s 10½d to 3s 1½d and then consolidated and converted into ordinary shares of 5s. in the ratio of 5 ordinary shares for every 8 written-down preference shares. No payment was made for fractions. (29.12.36)
1945: The directors were empowered to sell all holdings of less than 40 stock units of 5s., and distribute the proceeds to the entitled stockholder on production of the certificate. The proceeds amounted to 6d (2½p) per unit, which is still available. (effective from 18.8.45)
1946: As the result of a scheme approved by the High Court, each stockholder surrendered one-half of his holding free-of-charge to Rock Investment Co Ltd. If the remaining balance was less than 100 shares this balance was acquired compulsorily at 2s. per stock unit, unless the stockholder expressly elected to retain it. The stockholder could choose to re-purchase, at 2s. per stock unit, any of the units surrendered free-of-charge. In addition the stockholder could apply for excess units on the same terms, but Rock Investment Co Ltd could decline applications. (Scheme approved 15.7.46)
1952:1,000,000 "A" shares of 2s. each were created out of unissued ordinary shares. (18.12.52). These were never issued, and were cancelled 1.7.60.
1960: 4s 10d was written off each 5s. ordinary share, and the resulting units of 2d were consolidated into 5s stock units in the ratio of 30 for 1. Fractions were sold at par, and 2d per fraction remains payable on surrender of the share certificate. (1.7.60)
1970: Capitalisation: 1 for 1 (ex cap: 20.10.70)
1973: Rights Issue: 1 for 5 at 50p per share (ex rights: 13.10.73)
1977: Capitalisation: 1 for 2 (ex cap: 28.10.77)
1982: Capitalisation: 1 for 1 (ex cap: 13.12.82)
1984: Capitalisation: 1 for 2 (ex cap: 10.12.84)
1989: Rights Issue: 1 for 5 at 65p per share (ex rights: 4.5.89)
1995: Open Offer: 1 for 20 at 105p per share (ex entitlement: 18.9.95)
1996: Capitalisation: 1 for 5 (ex cap: 24.7.96)
1999: Capitalisation: 3 for 1 (ex cap: 15.12.99)
All share certificates issued since 1960 remain valid
Between incorporation in 1896 and 1929 Oceana Consolidated issued bonds representing warrants to convert into registered shares (variously of £1, 10s or 5s, see above). The bonds were issued in denominations of 1, 5, 10 and 25 shares. The company will repay or convert the bonds in accordance with the capital history set out above.
In order to tidy up its share capital, the company undertook a Court approved capital reduction to reduce its share capital by £21,247 by the cancellation of the bearer shares attributable to the share warrants. This was approved by the High Court of Justice at a hearing on 5 October 2021.
Reduced to 6 shares in 1936, with no payment for fractions. Sold in 1945; a payment of 15p is still available.
Warrants totalling less than 320 shares: These were cancelled and are no longer valid. The holding was reduced in the ratio of 8:1 in 1936, and resulting holdings of less than 40 shares were sold for 6d (2½p) in 1945. Up to 97½p may therefore be payable on surrender of the bonds.
Warrants totalling between 321 and 1599 shares: These were cancelled and are no longer valid. The holding was reduced in the ratio of 8:1 in 1936. In 1946 half of the resulting holding was sold compulsorily, free-of-charge, and the balance, being less than 100 shares, was sold at 2s (10p) per share.
Reduced to 62 shares in 1936, with no payment for fractions. Half (31) sold in 1946, without payment. Remaining half sold in 1946 at 2s.; £3.10 still available.
Warrants totalling 1600 shares or more: These are convertible into current ordinary shares. The holding was reduced in the ratio of 8:1 in 1936. In 1946 half of the resulting holding was sold compulsorily, free-of-charge. In 1960 the holding was reduced in the ratio of 30:1, and holders of resulting fractions were paid 2d per previous share. Up to 24p may be payable on conversion of the warrants
Reduced to 625 shares in 1936, with no payment for fractions. Half (313) sold in 1946, without payment. Remaining 312 shares reduced 30:1 in 1960, resulting in 10 new shares and 12 fractions at 2d, =10p which is still available. Capitalisations between 1970 and 1999 have increased these 10 shares to 432.
On 29 July 2021, the directors of Charles Stanley Group and Raymond James Financial, Inc. announced that they had reached agreement on the terms of a recommended acquisition by its wholly-owned subsidiary, Raymond James UK Wealth Management Holdings Limited, of the entire issued share capital of Charles Stanley Group, which was to be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).
On 19 January 2022, Charles Stanley Group announced that the High Court of Justice of England and Wales had sanctioned the Scheme at the Sanction Hearing held that day. The Scheme became effective on 21 January 2022 in accordance with its terms and the entire issued share capital of Charles Stanley Group is now owned by Raymond James UK Wealth Management Holdings Limited.
Following an application on behalf of Charles Stanley Group, the Financial Conduct Authority cancelled the listing of Charles Stanley Shares on the premium listing segment of the Official List and the London Stock Exchange cancelled the admission to trading of Charles Stanley Shares on the Main Market of the Exchange for listed securities on 24 January 2022.