Recommended Offer Update
21 Marzo 2012 - 7:09AM
UK Regulatory
TIDMCSHP TIDMCF.
Recommended Offer
by Canaccord Financial Inc.
for
Collins Stewart Hawkpoint plc
(effected by a scheme of arrangement under Part 26 of the Companies Act 2006)
Scheme of arrangement becomes effective
Further to the announcement made on 16 March 2012, Collins Stewart Hawkpoint (
"CSH") is pleased to announce that the relevant Court Orders have been
delivered to the Registrar of Companies and therefore the Scheme has become
effective in accordance with its terms. Accordingly, CSH has become a
wholly-owned subsidiary of Canaccord Financial Inc.
Under the terms of the Scheme, holders of Scheme Shares are entitled to receive
57.6 pence in cash and 0.072607 Canaccord Consideration Shares for each Scheme
Share. The consideration due to Scheme Shareholders will be dispatched to them
by no later than 4 April 2012.
CSH has made an application to the London Stock Exchange for the cancellation
of the admission to trading of Collins Stewart Hawkpoint Shares on its main
market for listed securities and to the UK Listing Authority for the
cancellation of the admission of the Collins Stewart Hawkpoint Shares to the
Official List, in each case to be effective from 8.00 a.m. on 22 March 2011.
Unless the context otherwise requires, terms defined in the Scheme Document
shall have the same meaning in this announcement.
Enquiries:
Collins Stewart Hawkpoint
Tim Ingram +44 20 7523 8000
Mark Brown +44 20 7523 8000
Paul Baines +44 20 7523 8000
Hawkpoint (Joint Financial Adviser to Collins
Stewart Hawkpoint)
Charles Williams +44 20 7665 4500
David Tyrrell +44 20 7665 4500
Nomura (Joint Financial Adviser and Rule 3 Adviser
to Collins Stewart Hawkpoint)
Guy Dawson +44 20 7102 1000
Boris Nedev +44 20 7102 1000
Oliver Tucker +44 20 7102 1000
Canaccord
Scott Davidson +1 416 869 3875
Jamie Kokoska +1 416 869 3891
Keefe, Bruyette & Woods (Financial Adviser and
Joint Broker to Canaccord)
Peter Bang +44 20 7663 5400
Simon Abel +44 20 7663 5400
RBC Capital Markets (Joint Broker and NOMAD to
Canaccord)
Oliver Hearsey +44 20 7653 4000
Martin Eales
Media Enquiries:
FTI Consulting (PR Adviser to Collins Stewart
Hawkpoint)
Andrew Walton +442072697204
Buchanan Communications (PR Adviser to Canaccord)
Bobby Morse +4420 7466 5000
Hawkpoint, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for Collins Stewart Hawkpoint and no
one else in connection with the Offer and this announcement and will not be
responsible to anyone other than Collins Stewart Hawkpoint for providing the
protections afforded to clients of Hawkpoint or for providing advice in
connection with the Offer or any matter referred to herein.
Nomura, which is authorised and regulated in the UK by the Financial Services
Authority, is acting exclusively for Collins Stewart Hawkpoint and no one else
in connection with the Offerand this announcement and will not be responsible
to anyone other than Collins Stewart Hawkpoint for providing the protections
afforded to clients of Nomura or for providing advice in connection with the
Offer or any matter referred to herein.
Keefe, Bruyette & Woods, which is authorised and regulated in the UK by the
Financial Services Authority, is acting for Canaccord and no one else in
connection with the Offer and this announcement and will not be responsible to
anyone other than Canaccord for providing the protections afforded to clients
of Keefe, Bruyette & Woods or for providing advice in connection with the Offer
or any matter referred to herein.
RBC Europe Limited, trading as RBC Capital Markets, which is authorised and
regulated in the UK by the Financial Services Authority, is acting for
Canaccord and no one else in connection with the Offer and this announcement
and will not be responsible to anyone other than Canaccord for providing the
protections afforded to clients of RBC Capital Markets or for providing advice
in connection with the Offer or any matter referred to herein.
This announcement has been prepared for the purposes of complying with English
law and the City 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 the United Kingdom.
The release, publication or distribution of this announcement in certain
jurisdictions maybe restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including custodians,
nominee and trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction.
A copy of this announcement will be made available, free of charge, at
www.collinsstewarthawkpoint.com by no later than 12 noon (London time) on 10
February 2012.
You may request a hard copy of this announcement, free of charge, by contacting
the Company Secretary of Collins Stewart Hawkpoint on +44 (20) 7523 8000.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than 3.30
pm (London time) on the 10th business day following the announcement in which
any paper offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper 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%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper 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 paper offeror, 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 pm (London time) on the business day 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 paper 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 Takeover 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. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
END
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