Investor relations

Recommended Offer for Charles Stanley Group PLC

Recommended cash offer (the Offer) for Charles Stanley Group PLC (Charles Stanley) by Raymond James UK Wealth Management Holdings Limited (Bidco), a wholly-owned subsidiary of Raymond James Financial, Inc.

Important Notice

Recommended cash offer (the Offer) for Charles Stanley Group PLC (Charles Stanley) by Raymond James UK Wealth Management Holdings Limited (Bidco), a wholly-owned subsidiary of Raymond James Financial, Inc.

THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OFFER (TOGETHER, THE INFORMATION) IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE.

IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

Basis of access to the Micro-Site

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Micro-Site. This notice may be amended or updated by Charles Stanley from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site. In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Charles Stanley.

To allow you to view the Information about the Offer, you must read this notice and then click “I Agree”. If you are unable to agree, you should click “I Disagree” and you will not be able to view information about the Offer.

Any person seeking access to the Micro-Site represents and warrants to Charles Stanley that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares in Charles Stanley. Further, it does not constitute a recommendation by Charles Stanley or any other party to sell or buy securities in Charles Stanley.

The Offer cannot be validly accepted by holders of Charles Stanley shares or any other persons through means of downloading any Information from this Micro-Site.

Charles Stanley shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer. Any shareholder action required in connection with the Offer will be set out in documents sent to or made available to Charles Stanley’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

Overseas persons

Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

Copies of any documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from the United States, South Africa, Australia or Japan or any other jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for Bidco or Charles Stanley (a Restricted Jurisdiction). Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into or from the United States, South Africa, Australia or Japan or any other Restricted Jurisdiction.

If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the "I disagree" box below.

Additional U.S. information

The Offer 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 2006. The Offer is not subject to the tender offer rules or the proxy solicitation rules under the United States Exchange Act. The Offer is subject to UK procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England Listed on the London Stock Exchange, which are different from those of the United States (the U.S.).

Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.

It may be difficult for U.S. holders of shares in Charles Stanley to enforce their rights and any claims they may have arising out of the U.S. federal securities laws in connection with the Offer and U.S. holders of shares may not be able to sue Charles Stanley, Bidco or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws, since Charles Stanley and Bidco are located in a country other than the U.S. and some or all of their officers and directors may be residents of countries other than the U.S. Further, it may be difficult to compel Charles Stanley, Bidco or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

You should be aware that Bidco and its affiliates may purchase or arrange to purchase Charles Stanley shares otherwise than under any offer or scheme related to the Offer such as in open market or privately negotiated purchases.

Forward looking statements

The information in this Micro-Site may contain certain forward-looking statements. 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 the Micro-Site 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 Micro-Site are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date of the relevant document(s). All subsequent oral or written forward-looking statements attributable to Bidco, Raymond James Financial, Inc. or Charles Stanley or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Neither Charles Stanley nor any of its affiliated companies 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.

Responsibility

In relation to any document, announcement or information contained in this Micro-Site, the only responsibility accepted by the directors of Charles Stanley is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.

Neither Charles Stanley nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

If you are in any doubt about the contents of the Micro-Site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Charles Stanley's financial advisers, authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Charles Stanley and no-one else in connection with the Offer and will not be responsible to anyone other than Charles Stanley for providing the protections afforded to clients of Charles Stanley's financial advisers or for providing advice in relation to the Offer or any other matter referred to in the Information.

THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of understanding and acceptance of this notice

By clicking on "I agree" below, you:

  • confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
  • warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
  • agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.

If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to Charles Stanley's homepage.

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