Pursuant to an announcement dated 29 July 2021, Raymond James Financial, Inc. (“Raymond James”), announced an offer for the entire issued and to be issued share capital of Charles Stanley Group PLC (“Charles Stanley”) (the “Offer”).
ACCESS TO THIS SECTION OF THE WEBSITE (“Microsite”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN THE UNITED KINGDOM. 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 SECTION OF THE WEBSITE.
Disclaimer
NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY RAYMOND JAMES IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. THE OFFER CANNOT BE VALIDLY ACCEPTED BY CHARLES STANLEY SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OFFER DOCUMENTS FROM THIS MICROSITE.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION OTHER THAN THE UNITED KINGDOM WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH RAYMOND JAMES REGARDS AS UNDULY ONEROUS (“Restricted Jurisdiction”).
If you would like information on the Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights.
Basis of access
The information contained on this Microsite in respect of the Offer is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.
The full terms and conditions of the Offer will be (or have been) set out in the formal offer documentation (which may take the form of a scheme circular or offer document) sent to or made available to Charles Stanley shareholders (the “Offer Document”). In considering the Offer, shareholders of Charles Stanley should only rely on the information contained, and procedures described, in the Offer Document. Please note that this notice may be altered or updated. You should read it in full each time you access the Microsite.
The information contained on this Microsite speaks only at the date of the relevant document, announcement or information reproduced on this Microsite and, subject to any continuing obligations under applicable law or any relevant listing rules, Raymond James accepts no responsibility or duty to update any such information, document, announcement or information, and reserves the right to add to, remove or amend any document, announcement or information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Raymond James is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of Raymond James, nor Charles Stanley, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
Charles Stanley shareholders should seek advice from an independent financial advisor as to the suitability of any action for the shareholder concerned. Any shareholder action required in connection with the Offer will only be set out in the Offer Document to be sent to or made available to Charles Stanley shareholders by Raymond James and any decision made by such shareholders should be made solely and only on the basis of information provided in the Offer Document.
Raymond James Financial International Limited is acting as financial adviser to Raymond James and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Raymond James for providing the protections afforded to clients of Raymond James Financial International Limited, nor for providing advice in relation to any matters referred to herein.
Forward-looking statements
The announcements, documents and information published on this Microsite contain certain forward-looking statements with respect to Raymond James and Charles Stanley. 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 relevant announcement, document or information 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 the announcements, documents and information published on this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant announcement, document or information. 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.
Notice to US holders of Charles Stanley shares
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. The Offer, 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 Offer 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 Offer by way of a takeover offer and determines to extend the takeover offer into the United States, the Offer will be made in compliance with applicable US laws and regulations.
The financial information included in the announcements, documentation and information published on this Microsite has been prepared in accordance with International Financial Reporting Standards (as adopted by the European Union) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
It may be difficult for US Charles Stanley shareholders to enforce their rights and any claim arising out of the US federal securities laws, 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 US securities laws. 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.Overseas persons
The materials found on this Microsite contain information in respect of the Offer. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Microsite.
By choosing the “I agree” option, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that Raymond James is lawfully entitled to make the content of any communication or document in relation to the Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Offer.
Copies of the contents of the following pages (including documents published thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Offer. If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither Raymond James nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
This notice shall be governed by, and interpreted in accordance with, English law.
ACCEPTANCE OF DISCLAIMER
By clicking on “I agree” below, you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to the Microsite and agree to be bound by its terms.