2014

Canaccord Financial Inc. offers to acquire Collins Stewart Hawkpoint PLC

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
    INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
    OF THE RELEVANT LAWS OF SUCH JURISDICTION

TORONTO & LONDON, Dec. 15, 2011 /PRNewswire/ - Canaccord Financial Inc. ("Canaccord", TSX: CF & AIM: CF.) is pleased to announce that it has made a formal offer to acquire 100% of the equity of Collins Stewart Hawkpoint plc (LSE: CSHP) for a price of (pnds stlg)0.96 per CSHP-LN common share. The proposed acquisition will significantly grow the scale of Canaccord's capital markets operations in the UK and US, and will expand the company's operations into Singapore. The transaction will also provide Canaccord with a strong UK and European wealth management business, with (pnds stlg)8.1 billion in assets under management as of June 30, 2011.

"The acquisition of Collins Stewart Hawkpoint will be a transformational expansion of our business and will firmly position Canaccord as a leading global investment bank," said Paul Reynolds, President and CEO of Canaccord Financial Inc. "When the transaction closes, Canaccord will have operations in twelve countries and capabilities to list companies on ten stock exchanges. Our clients will benefit from an expanded service offering and growing global coverage of our sixteen focus sectors. And we believe our shareholders will benefit from the steady, recurring revenue stream from our new UK and Europe-based wealth management business, while leveraging Canaccord's strong capital markets position for the eventual market recovery."

Paul Reynolds continued, "This offer meets all of our stated acquisition criteria. Canaccord and Collins Stewart Hawkpoint share an independent, entrepreneurial culture; our business lines and international markets are highly complementary; and the acquisition is expected to be accretive to earnings."(1)

"We are among the strongest and most international mid-market players in our respective markets and so it makes perfect strategic sense to combine forces. Both businesses are highly entrepreneurial and the cultural fit is good," said Mark Brown, CEO of Collins Stewart Hawkpoint plc. "The Board believes that the offer provides an attractive valuation for Collins Stewart Hawkpoint's shareholders and gives them the opportunity to share in the future success of the enlarged group."

It is intended that the acquisition will be implemented by way of a court sanctioned scheme of arrangement under the UK Companies Act, which requires approval from Collins Stewart Hawkpoint shareholders.

The transaction is expected to close in the calendar first quarter of 2012. At that time Collins Stewart Hawkpoint's businesses will be integrated into Canaccord's operations. Completion of the transaction is subject to, among other things, regulatory, merger control, and Toronto Stock Exchange approvals, as well as other normal-course acquisition conditions.

When the acquisition closes, Mark Brown, current CEO of Collins Stewart Hawkpoint plc, will be appointed CEO of Canaccord Genuity Limited (Canaccord's UK and European operations) and Tim Hoare will be appointed Chairman of Canaccord Genuity Limited. Neil Darke will remain CEO of the Collins Stewart Hawkpoint wealth management business. Mark Brown will have overall oversight and management responsibility for Canaccord's operations in the UK, Europe and Asia Pacific.

Following the acquisition, Canaccord intends to apply to move its UK stock exchange listing from the AIM market to the LSE main market. This process is expected to take place by June 30, 2012.

    (1) This statement regarding earnings accretion does not constitute a
        profit forecast nor should it be taken to mean that the earnings per
        share of Canaccord for the current or future years will necessarily
        match or exceed the historical reported earnings per share of
        Canaccord and no forecast is intended or implied.

KEY ACQUISITION BENEFITS

The acquisition of Collins Stewart Hawkpoint represents the next stage of Canaccord's growth strategy with the addition of a complementary global capital markets business, a highly respected middle-market advisory business and a well-regarded private client asset management business.

    -   The Board of Canaccord believes that the acquisition of Collins
        Stewart Hawkpoint delivers a leading position in the UK wealth
        management market through the addition of an award winning private
        client platform that has provided Collins Stewart Hawkpoint with a
        high quality, profitable earnings stream while delivering continued
        annual growth in assets under management.

    -   The combination of Collins Stewart Hawkpoint's securities and capital
        markets operations in the UK and US will substantially enhance
        Canaccord's existing operations in these locations, offering wider
        research and sales coverage and corporate broking.

    -   It will also provide an opportunity to realize cost savings through
        economies of scale and the consolidation of back office functions.
        The combination will also create potential revenue synergies through
        co-operation across the North American, European and Asia-Pacific
        regions.

    -   Canaccord also believes that Hawkpoint will provide a leading
        independent corporate finance advisory franchise, dedicated to
        offering strong advisory relationships to corporate, governmental and
        private equity clients. Hawkpoint's particular strengths in the UK,
        France and Germany, including providing support to Collins Stewart
        Hawkpoint's existing corporate broking operations where appropriate,
        geographically and strategically complement Canaccord's current
        advisory capabilities.

SUMMARY OF OFFER TERMS

It is intended that the acquisition be implemented by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act in the United Kingdom. However, Canaccord reserves the right to elect, with the consent of the UK Panel on Takeovers and Mergers (where necessary), to implement the acquisition by way of a takeover offer. In such event, the takeover offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the offer.

The offer of (pnds stlg)0.96 per CSHP-LN common share will be paid with 60% cash and 40% Canaccord Financial Inc. common shares. Under the terms of the acquisition, Collins Stewart Hawkpoint shareholders will be entitled to receive 57.6 pence in cash and 0.072607 Canaccord Financial Inc. consideration shares for each Collins Stewart Hawkpoint share held at the Scheme Record Time.

Based on the price of a Canaccord share of C$8.50, being the closing price of Canaccord shares on the Toronto Stock Exchange on 14 December 2011, the acquisition values the entire issued share capital of Collins Stewart Hawkpoint at approximately (pnds stlg)253.3 million, or C$407.1.

The cash consideration payable under the terms of the offer will be funded using a credit facility provided by the Canadian Imperial Bank of Commerce under a $150 million senior secured credit agreement which is repayable 180 days from the date of first utilization, and from Canaccord's existing cash resources.

ABOUT COLLINS STEWART HAWKPOINT

Collins Stewart Hawkpoint is a leading independent financial advisory group with around 850 employees across four main operating divisions: Corporate Advisory, Corporate Broking, Securities and Wealth Management.

Its services cover institutional stockbroking, UK, European and US research, fixed income credit trading, corporate broking, corporate finance advisory services, debt capital markets advice, restructuring and debt advisory services, private client and intermediary wealth management and fund management - all serviced by its unique research tool Quest(TM).

ABOUT CANACCORD FINANCIAL INC.:

Through its principal subsidiaries, Canaccord Financial Inc. is a leading independent, full-service financial services firm, with operations in two principal segments of the securities industry: wealth management and global capital markets. Since its establishment in 1950, Canaccord has been driven by an unwavering commitment to building lasting client relationships. We achieve this by generating value for our individual, institutional and corporate clients through comprehensive investment solutions, brokerage services and investment banking services. Canaccord has 49 offices worldwide, including 32 Wealth Management offices located across Canada. Canaccord Genuity, the international capital markets division, operates in Canada, the U.S., the U.K., China, Hong Kong, Australia and Barbados.

Canaccord Financial Inc. is publicly traded under the symbol CF on the TSX and the symbol CF. on AIM, a market operated by the London Stock Exchange. Canaccord's Series A Preferred Shares are listed on the TSX under the symbol CF.PR.A

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This new release may contain "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events or future performance and reflect management's expectations, beliefs, plans, estimates, intentions and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts, including, without limitation, statements concerning Canaccord's proposed acquisition of 100% of the equity of Collins Stewart Hawkpoint plc, the competitive ability and position of Canaccord following the acquisition, the expected timing of completion of the acquisition, management's expectations relating to possible or assumed future prospects and results and other matters related to the acquisition, and Canaccord's growth, results of operations, performance and business prospects and opportunities. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "project", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, market and general economic conditions, the nature of the financial services industry, the failure to obtain, on a timely basis or otherwise, required approvals, the risk that a condition of the acquisition may not be satisfied, the possibility that the anticipated benefits and synergies from the proposed acquisition cannot be realized or may take longer than expected, the business of the companies not being integrated successfully or such integration proving more difficult, time consuming or costly than expected, the ability of Canaccord and Collins Stewart Hawkpoint to retain and attract key personnel and maintain relationships with customers, suppliers and other business partners (and financial arrangements with such parties) as well as the risks and uncertainties discussed from time to time in Canaccord's interim condensed and annual consolidated financial statements and its annual report and the AIF filed on www.sedar.com as well as the factors discussed in the section entitled "Risks" in Canaccord's MD&A, which include market, liquidity, credit, operational, legal and regulatory risks. Material factors or assumptions that were used by Canaccord to develop the forward-looking information contained in this new release include, but are not limited to, the assumption that the shareholders of Collins Stewart Hawkpoint plc will approve the Scheme of Arrangement, the assumption that all required third party, court, regulatory, merger control and all other conditions to the making of the offer and/or completion of the Scheme of Arrangement will be satisfied or waived and those set out in the Fiscal 2012 Outlook section in the annual MD&A and those discussed from time to time in Canaccord's interim condensed and annual consolidated financial statements and its annual report and the AIF filed on www.sedar.com. The preceding list is not exhaustive of all possible risk factors that may influence actual results. Readers are cautioned that the preceding list of material factors or assumptions is not exhaustive.

Although the forward-looking information contained in this document is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing the views of Canaccord and Collins Stewart Hawkpoint as of any date subsequent to the date of this document. Certain statements included in this document may be considered "financial outlook" for purposes of applicable Canadian securities laws, and such financial outlook may not be appropriate for purposes other than this document. Except as may be required by applicable law, neither of Canaccord or Collins Stewart Hawkpoint undertakes, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise.

The Announcement made today is in accordance with the Rule 2.7 of the UK Takeover Code. The 2.7 announcement follows.

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
    INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
    OF THE RELEVANT LAWS OF SUCH JURISDICTION

                                                            15 December 2011

                              RECOMMENDED OFFER
                                     for
         Collins Stewart Hawkpoint plc ("Collins Stewart Hawkpoint")
                                     by
                   Canaccord Financial Inc. ("Canaccord")


    (to be implemented by way of a Scheme of Arrangement under Part 26 of
                             the Companies Act)

    Summary

    -   The boards of Canaccord and Collins Stewart Hawkpoint are pleased to
        announce that they have reached agreement on the terms of a
        recommended offer under which Canaccord will acquire the entire
        issued and to be issued ordinary share capital of Collins Stewart
        Hawkpoint (the "Offer"). It is intended that the Offer be implemented
        by way of a Court sanctioned scheme of arrangement under Part 26 of
        the Companies Act.

    -   Under the terms of the Offer, Scheme Shareholders will be entitled to
        receive 57.6 pence in cash and 0.072607 Canaccord Consideration
        Shares for each Collins Stewart Hawkpoint Share held at the Scheme
        Record Time.

    -   Based on the price of a Canaccord Share of C$8.50, being the Closing
        Price of a Canaccord Share on the Toronto Stock Exchange on 14
        December 2011, the Offer values the entire issued and to be issued
        share capital of Collins Stewart Hawkpoint at approximately (pnds
        stlg)253.3 million and each Collins Stewart Hawkpoint Share at 96.0
        pence (based on an exchange rate between Canadian Dollars and UK
        sterling of 1.60720 at 5pm GMT on the day before the date of this
        announcement. The consideration of 96.0 pence for each Collins
        Stewart Hawkpoint Share represents a premium of approximately 90.1
        per cent. over the Closing Price of 50.5 pence per Collins Stewart
        Hawkpoint Share on 14 December 2011, being the day before the date of
        this announcement.

    -   No dividends will be paid by Collins Stewart Hawkpoint between the
        date of this announcement and the Effective Date save for a second
        interim dividend of 2.6 pence per Collins Stewart Hawkpoint Share
        proposed to be paid on 31 January 2012 to shareholders on the
        register on 30 December 2011 in lieu of a final dividend.

    -   Canaccord is a public corporation incorporated under the laws of the
        Province of British Columbia, Canada. The Canaccord Shares are listed
        on both the Toronto Stock Exchange and AIM, a market operated by the
        London Stock Exchange. Through its principal subsidiaries, Canaccord
        is a leading independent, full-service financial services firm with
        operations in two principal segments of the securities industry:
        wealth management and global capital markets. Canaccord has 49
        offices worldwide, including 32 wealth management offices across
        Canada. The international capital markets division has operations in
        the United States, the United Kingdom, Canada, China and Barbados and
        recently acquired a 50 per cent. interest in the capital of BGF
        Capital Group Pty Ltd, rebranded Canaccord BGF ("Canaccord BGF"),
        adding capital markets capability to the Canaccord Group in Sydney,
        Melbourne and Hong Kong.

    -   Collins Stewart Hawkpoint is a public limited company registered in
        England and Wales. The Collins Stewart Hawkpoint Shares are listed on
        the Official List of the London Stock Exchange. Collins Stewart
        Hawkpoint is a leading independent financial advisory group. It has
        around 850 employees providing services to clients across four main
        operating divisions: (i) Wealth Management - private clients,
        intermediaries and charities in the UK and Europe; (ii) Securities -
        institutional investment clients in the UK, Europe and the US; (iii)
        Corporate Broking - corporate and private equity clients in the UK,
        US and Asia; and (iv) Corporate Advisory (Hawkpoint) - corporate,
        government and private equity clients globally.

    -   The Canaccord Consideration Shares will rank equally in all respects
        with the existing Canaccord Shares and will be entitled to all
        dividends and/or other distributions declared or paid by Canaccord in
        respect of common shares of Canaccord by reference to a record date
        on or after the date of their issue.

    -   The cash consideration payable under the terms of the Offer will be
        funded from Canaccord's existing cash resources and additionally by
        using a credit facility provided by the Canadian Imperial Bank of
        Commerce.

    -   The Collins Stewart Hawkpoint Directors have been advised by
        Hawkpoint and Nomura. The Collins Stewart Hawkpoint Directors, who
        have been so advised by Nomura, as the independent financial adviser
        for the purposes of Rule 3 of the City Code, considers the terms of
        the Offer to be fair and reasonable. In providing its advice to the
        Collins Stewart Hawkpoint Directors, Nomura has taken into account
        the commercial assessments of the Collins Stewart Hawkpoint
        Directors.

    -   Accordingly, the Collins Stewart Hawkpoint Directors intend
        unanimously to recommend Collins Stewart Hawkpoint Shareholders to
        vote in favour of the Scheme and the resolutions at the Court Meeting
        and the General Meeting, as the Collins Stewart Hawkpoint Directors
        have irrevocably undertaken to do in respect of their entire
        beneficial holdings in Collins Stewart Hawkpoint, amounting to, in
        aggregate, 1,978,659 Collins Stewart Hawkpoint Shares, representing
        approximately 0.8 per cent. of the issued ordinary share capital of
        Collins Stewart Hawkpoint.

    -   Canaccord has also received an irrevocable undertakings to vote in
        favour of the Scheme and the resolutions at the Court Meeting and the
        General Meeting from Aberforth in respect of 26,473,965 Collins
        Stewart Hawkpoint Shares, representing 10.7 per cent. of the issued
        ordinary share capital of Collins Stewart Hawkpoint. Canaccord has
        also received letters of intent to vote in favour of the Scheme in
        respect of 19,504,524 Collins Stewart Hawkpoint Shares representing
        7.9 per cent of the issued ordinary share capital of Collins Stewart
        Hawkpoint.

    -   Canaccord has therefore received total irrevocable undertakings in
        respect of Collins Stewart Hawkpoint Shares representing, in
        aggregate, 11.5 per cent. of the existing issued ordinary share
        capital of Collins Stewart Hawkpoint and letters of intent in respect
        of Collins Stewart Hawkpoint shares representing 7.9 per cent of the
        issued ordinary share capital of Collins Stewart Hawkpoint.

    -   The Offer is conditional on, inter alia, certain regulatory
        approvals, certain approvals by Collins Stewart Hawkpoint
        Shareholders and the sanction of the Scheme by the Court. In order to
        become effective, the Scheme must be approved by a majority in number
        of the Scheme Shareholders voting at the Court Meeting representing
        not less than 75 per cent. in value of the Scheme Shares held by the
        Scheme Shareholders present and voting in person or by proxy. It is
        expected that the Scheme Document, containing further information
        about the Offer and notices of the Court Meeting and General Meeting
        together with the Forms of Proxy, will be posted by 14 January 2012
        and that the Offer and the resolutions required to implement the
        Scheme will be put to Collins Stewart Hawkpoint Shareholders at the
        Court Meeting and the General Meeting. Subject to the satisfaction,
        or where relevant, waiver of all relevant Conditions (including
        regulatory clearances), the Scheme is expected to become effective in
        the first half of 2012.

Commenting on the Offer, Tim Ingram, Chairman of Collins Stewart Hawkpoint, said:

"The combination of Canaccord and Collins Stewart Hawkpoint makes strong commercial and strategic sense, greatly strengthening the enlarged group's capital markets, advisory and wealth management presence in North America, Europe and Asia. The offer price represents a substantial premium over the current Collins Stewart Hawkpoint market price. Moreover through this offer, shareholders receive both cash representing alone a premium to the current share price, and, additionally, Canaccord shares thereby also enabling them to participate in the growth prospects of the enlarged group. We are therefore happy to recommend the proposals announced today."

Commenting on the Offer, Mark Brown, Chief Executive of Collins Stewart Hawkpoint, said:

"We are among the strongest and most international mid-market firms in our respective markets and so it makes perfect strategic sense to combine forces. Both businesses are highly entrepreneurial and the cultural fit is good."

Commenting on the Offer, Paul Reynolds, President and Chief Executive of Canaccord, said:

"The acquisition of Collins Stewart Hawkpoint will be a transformational expansion of our business and will firmly position Canaccord as a leading global independent investment bank. When the transaction closes, Canaccord will have operations in twelve countries and capabilities to list companies on ten stock exchanges. Our clients will benefit from an expanded service offering and growing global coverage of our sixteen focus sectors. And we believe our shareholders will benefit from the steady, recurring revenue stream from our new UK and Europe-based wealth management business, while leveraging Canaccord's strong capital markets position for the eventual market recovery. This offer meets all of our stated acquisition criteria. Canaccord and Collins Stewart Hawkpoint share an independent, entrepreneurial culture; our business lines and international markets are highly complementary; and the acquisition is expected to be meaningfully accretive to earnings.*."

    Enquiries:

    Canaccord
    Scott Davidson                                          +44 20 7050 6605
    Giles Fitzpatrick                                       +44 20 7050 6655
    Tim Hoare                                               +44 20 7050 5700
    Darren Ellis                                            +44 20 7050 6677
    Jamie Kokoska                                            +1 416 869 3891

    Keefe, Bruyette & Woods (Financial Adviser and Corporate
    Broker to Canaccord)
    Peter Bang                                              +44 20 7663 5400
    Simon Abel                                              +44 20 7663 5400

    Charles Stanley Securities (Corporate Broker and NOMAD to Canaccord)
    Marc Milmo                                              +44 20 7149 6000

    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

    Oriel Securities (Corporate Broker to Collins Stewart Hawkpoint)
    Nicolas How                                             +44 20 7710 7600

    Media Enquiries:

    Buchanan Communications (PR Adviser to Canaccord)
    Bobby Morse                                             +44 20 7466 5000

    FTI Consulting (PR Adviser to Collins Stewart Hawkpoint)
    Andrew Walton                                           +44 20 7269 7204

    * This statement regarding earnings accretion does not constitute a
        profit forecast nor should it be taken to mean that the earnings per
        share of Canaccord for the current or future years will necessarily
        match or exceed the historical reported earnings per share of
        Canaccord and no forecast is intended or implied.

The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this announcement and the further terms and conditions to be set out in the Scheme Document and Forms of Proxy when issued. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings given by the Collins Stewart Hawkpoint Directors and the irrevocable undertakings and letters of intent given by certain other Collins Stewart Hawkpoint Shareholders is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.

Keefe, Bruyette & Woods, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively 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 nor for providing advice in connection with the Offer or any matter referred to herein.

Charles Stanley Securities, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively 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 Charles Stanley Securities nor for providing advice in connection with the Offer or any matter referred to herein.

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 nor 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 Offer and this announcement and will not be responsible to anyone other than Collins Stewart Hawkpoint for providing the protections afforded to clients of Nomura nor for providing advice in connection with the Offer or any matter referred to herein.

Oriel Securities, 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 Oriel Securities nor for providing advice in connection with the Offer or any matter referred to herein.

Canaccord reserves the right to elect, with the consent of the Panel (where necessary), to implement the Offer by way of a Takeover Offer. In such event, the Takeover Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in favour of the Scheme. Collins Stewart Hawkpoint and Canaccord urge Collins Stewart Hawkpoint Shareholders to read the Scheme Document which will be distributed to Scheme Shareholders in due course (with the exception of certain Scheme Shareholders in Restricted Jurisdictions), as it will contain important information relating to the Offer.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose 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.

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements.

The availability of the Offer to Collins Stewart Hawkpoint Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to overseas Collins Stewart Hawkpoint Shareholders will be contained in the Scheme Document.

The Offer relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. The scheme of arrangement will relate to the shares of a UK company that is a 'foreign private issuer' as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy and tender offer rules under Canadian Law or the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of Canadian or US shareholder vote, proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of Canadian or US companies.

No securities regulatory authority in any Canadian jurisdiction has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is an offence in Canada.

Any securities to be offered pursuant to the Offer as described in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States, or of Canada, Australia or Japan. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions. It is expected that the Canaccord Shares to be issued in the Scheme will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) or another exemption thereunder. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the Securities Act) of Collins Stewart Hawkpoint or Canaccord prior to, or of Canaccord after, the Effective Date will be subject to certain transfer restrictions relating to the Canaccord Shares received in connection with the Scheme.

The Canaccord Shares to be issued in exchange for Scheme Shares pursuant to the Scheme will be issued in reliance upon exemptions from the prospectus requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute "control distributions", Canaccord Shares issued pursuant to the Scheme may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort has been made to prepare the market or create demand, no extraordinary commission or consideration is paid and, if the selling shareholder is an insider or officer of Canaccord, such shareholder has no reasonable grounds to believe that Canaccord is in default of securities legislation.

If Canaccord exercises its right to implement the Offer by way of a Takeover Offer, the Offer will be made in compliance with applicable Canadian and US laws and regulations, including applicable provisions of the tender offer rules under Canadian law and the Exchange Act.

Forward looking statements

This announcement, any oral statements made by Canaccord or Collins Stewart Hawkpoint in relation to the Offer, and other information published by Canaccord or Collins Stewart Hawkpoint may contain statements about Canaccord and Collins Stewart Hawkpoint that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Canaccord's or Collins Stewart Hawkpoint's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Canaccord's or Collins Stewart Hawkpoint's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. Canaccord and Collins Stewart Hawkpoint disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Not a profit forecast

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of the Canaccord Group as enlarged by the Offer, Canaccord and/or Collins Stewart Hawkpoint for current or future financial years will necessarily match or exceed the historical or published earnings per share of Canaccord or Collins Stewart Hawkpoint.

Disclosure requirements of the Takeover Code (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.

This summary should be read in conjunction with the full text of this announcement. Appendix I to this announcement contains the conditions to, and certain further terms of, the Offer. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix III contains a summary of the irrevocable undertakings given by the Collins Stewart Hawkpoint Directors and by certain institutional shareholders. Appendix IV contains definitions of certain expressions used in this summary and in this announcement.

Publication on website

A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.canaccordfinancial.com and www.collinsstewarthawkpoint.com by no later than 12 noon (London time) on the Business Day following the date of this annoucement.

Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Canaccord or Collins Stewart Hawkpoint's website (or any other website) is incorporated into, or forms part of, this announcement.

You may request a hard copy of this announcement, free of charge, by contacting Charles Stanley Securities on +44 20 7149 6000. Collins Stewart Hawkpoint Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rule 2.10 Disclosures

In accordance with Rule 2.10 of the Code, Collins Stewart Hawkpoint comfirms that it has 248,039,935 Collins Stewart Hawkpoint Shares in issue and admitted to listing on the Official List and to trading on the London Stock Exchange under ISIN reference GB00B1HOK107.

In accordance with Rule 2.10 of the Code, Canaccord confirms that it has 83,674,356 Canaccord Shares (without par value) and 4,450,000 Series A Preferred Shares (without nominal or par value) in issue. The Canaccord Shares are listed on the Toronto Stock Exchange and on AIM. The ISIN for the Canaccord Shares is CA1348011091 and the ISIN for the preferred shares is CA1348013071.

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
    INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
    OF THE RELEVANT LAWS OF SUCH JURISDICTION

                                                            15 December 2011
                              RECOMMENDED OFFER
                                     for
         Collins Stewart Hawkpoint plc ("Collins Stewart Hawkpoint")
                                     by
                   Canaccord Financial Inc. ("Canaccord")

             (to be implemented by way of a Scheme of Arrangement
                     under Part 26 of the Companies Act)

    1   Introduction

        The boards of Canaccord and Collins Stewart Hawkpoint are pleased to
        announce that they have reached agreement on the terms of a
        recommended offer under which Canaccord will acquire the entire
        issued and to be issued ordinary share capital of Collins Stewart
        Hawkpoint.

    2   The Offer

        It is intended that the Offer be implemented by way of a Court
        sanctioned scheme of arrangement under Part 26 of the Companies Act.

        Pursuant to the Offer, which will be subject to the conditions and
        further terms set out below and in Appendix I and to the full terms
        and conditions which will be set out in the Scheme Document, Scheme
        Shareholders will receive:

        for each Collins Stewart Hawkpoint Share 57.6 pence in cash
                                                 and
                                                 0.072607 Canaccord
                                                  Consideration Shares

        Based on the price of a Canaccord Share of C$8.50, being the Closing
        Price on the Toronto Stock Exchange on 14 December 2011, the Offer
        values the entire issued and to be issued share capital of Collins
        Stewart Hawkpoint at approximately (pnds stlg)253.3 million and each
        Collins Stewart Hawkpoint Share at 96.0 pence (based on an exchange
        rate between Canadian Dollars and UK sterling of 1.60720 at 5pm GMT
        on the day before the date of this announcement). The consideration
        of 96.0 pence for each Collins Stewart Hawkpoint Share represents a
        premium of approximately 90.1 per cent. over the Closing Price of
        50.5 pence per Collins Stewart Hawkpoint Share on 14 December 2011,
        being the day before the date of this Announcement.

        The Canaccord Consideration Shares to be issued pursuant to the Offer
        are expected to represent approximately 18.6 per cent. of the issued
        share capital of Canaccord as enlarged by the acquisition of Collins
        Stewart Hawkpoint.

        No dividends will be paid by Collins Stewart Hawkpoint between the
        date of this announcement and the Effective Date save for a second
        interim dividend of 2.6 pence per Collins Stewart Hawkpoint Share
        proposed to be paid on 31 January 2012 to shareholders on the
        register on 30 December 2011 in lieu of a final dividend.

        The Canaccord Consideration Shares will rank equally in all respects
        with the existing Canaccord Shares and will be entitled to receive
        any dividends and/or other distributions declared or paid by
        Canaccord in respect of common shares of Canaccord with a record date
        on or after the date of their issue.

        The Offer is conditional on, inter alia, certain regulatory
        approvals, certain approvals by Collins Stewart Hawkpoint
        Shareholders and the sanction of the Scheme by the Court. In order to
        become effective, the Scheme must be approved by a majority in number
        of the Scheme Shareholders voting at the Court Meeting representing
        not less than 75 per cent. in value of the Scheme Shares held by the
        Scheme Shareholders present and voting in person or by proxy.

        It is expected that the Scheme Document, containing further
        information about the Offer and notices of the Court Meeting and
        General Meeting together with the Forms of Proxy, will be posted by
        14 January 2012 and that the Offer and the resolutions required to
        implement the Scheme will be put to Collins Stewart Hawkpoint
        Shareholders at the Court Meeting and the General Meeting which are
        expected to be held by 9 February 2012. Subject to the satisfaction,
        or where relevant, waiver of all relevant Conditions, the Scheme is
        expected to become effective in the first half of 2012.

        Fractions of Canaccord Consideration Shares will not be issued to
        Collins Stewart Hawkpoint Shareholders pursuant to the Offer.
        Instead, fractional entitlements will be aggregated and sold in the
        market with the net proceeds of such sales, to the extent that they
        exceed (pnds stlg)5, being paid to the persons who would be entitled
        to such fractions.

    3   Background to and reasons for the Offer

        Canaccord is a global, independent, full service investment bank with
        private client and capital markets operations and is committed to a
        strategy of development of its business in key markets and sectors.
        In this respect, Canaccord has broadened its operations by making a
        number of acquisitions in recent years. The most significant
        acquisitions were of Genuity Capital Markets for C$285.9 million in
        2010 and then more recently the acquisition of Chinese advisory firm,
        The Balloch Group, and a 50 per cent. interest in the capital of BGF
        Capital Group Pty Ltd (rebranded Canaccord BGF) which has operations
        in Australia and Hong Kong.

        The Board of Canaccord views the UK as one of the key markets of its
        international development and over recent years, Canaccord has
        successfully grown its UK and foreign business to a position where it
        generated 11.7 per cent. of the group's income in its financial year
        ended 31 March 2011. The acquisition of Collins Stewart Hawkpoint
        represents the next stage of Canaccord's growth strategy in this
        market with the addition of a complementary capital markets business,
        a highly respected middle market advisory business and a well-
        regarded on-shore and off-shore private client asset management
        business with assets under administration of (pnds stlg)8.1 billion
        at 30 June 2011 and (pnds stlg)7.8 billion at 31 October 2011.

        The Board of Canaccord believes that the acquisition of Collins
        Stewart Hawkpoint delivers a leading position in the UK on-shore and
        off-shore wealth management market through the addition of an award
        winning private client platform which has a long heritage and has
        provided Collins Stewart Hawkpoint with a high quality, profitable
        earnings stream whilst delivering continued annual growth in assets
        under management both organically and through acquisition. The
        combination of Collins Stewart Hawkpoint's securities and capital
        market operations in London and New York will substantially augment
        and enhance Canaccord's existing operations in these locations
        offering wider research and sales coverage and corporate broking. It
        will also provide an opportunity to realise synergistic savings
        through economies of scale. The combination will also create
        potential revenue synergies through co-operation across the North
        American, European and Asian regions. In addition, Collins Stewart
        Hawkpoint's Singapore operations will complement Canaccord's existing
        capital markets operations.

        Canaccord also believes that Hawkpoint, whose name will be retained
        within the broader Canaccord group, will provide a leading
        independent corporate finance advisory franchise dedicated to
        offering strong advisory relationships to corporate, governmental and
        private equity clients. Hawkpoint's particular strengths in UK,
        France and Germany, including providing support to Collins Stewart
        Hawkpoint's existing corporate broking operations where appropriate,
        geographically and strategically complement Canaccord's current
        advisory capabilities.

    4   Advisers and Recommendation

        The Collins Stewart Hawkpoint Directors have been advised by
        Hawkpoint and Nomura. The Collins Stewart Hawkpoint Directors, who
        have been so advised by Nomura, as the independent financial adviser
        for the purposes of Rule 3 of the City Code, consider the terms of
        the Offer to be fair and reasonable. In providing its advice to the
        Collins Stewart Hawkpoint Directors, Nomura has taken into account
        the commercial assessments of the Collins Stewart Hawkpoint
        Directors.

        Accordingly the Collins Stewart Hawkpoint Directors intend
        unanimously to recommend Collins Stewart Hawkpoint Shareholders to
        vote in favour of the Scheme and the resolutions to be proposed at
        the Court Meeting and the General Meeting, (or in the event that the
        Offer is implemented by means of a Takeover Offer, to accept or
        procure acceptance of the Takeover Offer) as the Collins Stewart
        Hawkpoint Directors have, in respect of their entire beneficial
        holdings in Collins Stewart Hawkpoint, irrevocably undertaken to do.
        Such shares represent, in aggregate, 1,978,659 Collins Stewart
        Hawkpoint Shares, representing approximately 0.8 per cent. of the
        entire issued ordinary share capital of Collins Stewart Hawkpoint.

        Canaccord and Collins Stewart Hawkpoint have entered into the
        Cooperation Letter pursuant to which each has agreed to cooperate
        with the other in relation to the obtaining of regulatory approvals
        in connection with the Offer and to use reasonable endeavours to make
        agreed proposals to participants in relation to the Collins Stewart
        Hawkpoint Employee Share Schemes. Details of these proposals will be
        set out in the Scheme Document.

    5   Irrevocable undertakings and letters of intent

        Canaccord has received irrevocable undertakings to vote in favour of
        the Scheme and the resolutions at the Court Meeting and the General
        Meeting, (or in the event that the Offer is implemented by means of a
        Takeover Offer, to accept or procure acceptance of the Takeover
        Offer) from Collins Stewart Hawkpoint Directors in respect of
        1,978,659 Collins Stewart Hawkpoint Shares, representing 0.8 per
        cent. of the issued ordinary share capital of Collins Stewart
        Hawkpoint.

        Canaccord has also received irrevocable undertakings to vote in
        favour of the Scheme and the resolutions at the Court Meeting and the
        General Meeting from Aberforth in respect of 26,473,965 Collins
        Stewart Hawkpoint Shares, representing 10.7 per cent. of the issued
        ordinary share capital of Collins Stewart Hawkpoint. Canaccord has
        also received letters of intent to vote in favour of the Scheme in
        respect of 19,504,524 Collins Stewart Hawkpoint Shares representing
        7.9 per cent of the issued ordinary share capital of Collins Stewart
        Hawkpoint.

        Canaccord has therefore received total irrevocable undertakings in
        respect of Collins Stewart Hawkpoint Shares representing
        approximately, in aggregate, 11.5 per cent. of the issued ordinary
        share capital of Collins Stewart Hawkpoint and letters of intent in
        respect of Collins Stewart Hawkpoint shares representing 7.9 per cent
        of the issued ordinary share capital of Collins Stewart Hawkpoint.

        Further details of these irrevocable undertakings (including the
        circumstances in which they will fall away) and letters of intent are
        set out in Appendix III to this announcement.

    6   Information on Canaccord

        Canaccord is a public corporation incorporated under the laws of the
        Province of British Columbia, Canada. The Canaccord Shares are listed
        on both the Toronto Stock Exchange and on the Alternative Investment
        Market operated by the London Stock Exchange. Through its principal
        subsidiaries, Canaccord is a leading independent, full-service
        financial services firm with operations in two principal segments of
        the securities industry: wealth management and global capital
        markets. Canaccord has 49 offices worldwide, including 32 wealth
        management offices across Canada. The international capital markets
        division has operations in the United States, the United Kingdom,
        Canada, China and Barbados.

        Canaccord, through various predecessor corporations, has been in
        business since 1950. In 1993, with fundamental changes in Canada's
        financial services sector underway, Canaccord adopted a focused
        growth strategy and is now one of the pre-eminent independent
        investment dealers in Canada. To reach this standing, Canaccord made
        substantial investments in infrastructure and business development
        and concentrated on building strong client relationships.

        A key contributor to the success of this growth strategy has been the
        majority ownership of Canaccord by its employees. With employees
        constituting over 50 per cent. of shareholders, Canaccord is
        independent, entrepreneurial and free from the conflicts that can
        exist in larger financial institutions.

        For the year ended 31 March 2011, the Canaccord Group generated gross
        revenue of C$803.6 million and net income (excluding acquisition
        related items) of C$114.1 million. On 11 November 2011, the Canaccord
        Group announced its second quarter results, for the six months ending
        30 September 2011, the Canaccord Group generated gross revenue of C
        $279.3 million and net profit (excluding acquisition related items)
        of C$12.5 million. As at 30 September 2011, Canaccord had total
        assets of C$5.7 billion, working capital of C$501 million, cash and
        cash equivalents of C$691 million and shareholders' equity of C$863
        million.

    7   Information on Collins Stewart Hawkpoint

        Collins Stewart Hawkpoint plc ("the Group") is a leading independent
        financial advisory group listed on the London Stock Exchange. It has
        around 850 employees providing services to clients across four main
        operating divisions: (i) Wealth Management - private clients,
        intermediaries and charities in the UK and Europe; (ii) Securities -
        institutional investment clients in the UK, Europe and the US; (iii)
        Corporate Broking - corporate and private equity clients in the UK,
        US and Asia; and (iv) Corporate Advisory (Hawkpoint) - corporate,
        government and private equity clients globally

        The Group's strategy is to focus on its core businesses. In doing so,
        it seeks to maximise the individual strengths of its businesses and,
        where desirable, combine them to best effect and for the benefit of
        its clients. Collins Stewart Hawkpoint also seeks to use its strong
        European position, supported by its presence in the US and Singapore,
        to extend its international reach into key markets.

        The origins of Collins Stewart Hawkpoint lie in the formation, in May
        1991, of a stockbroking partnership with Singer & Friedlander
        Securities which subsequently changed its name to Collins Stewart
        Limited in 1996. The management team of Collins Stewart Hawkpoint
        bought out the Company from Singer & Friedlander in May 2000 and it
        was floated on the London Stock Exchange in October 2000 as Collins
        Stewart Tullett plc. As part of its strategy of building an asset
        management business, Collins Stewart acquired the private client
        division of NatWest Stockbrokers Limited in May 2001 and, in October
        2005, also acquired the Jersey and Isle of Man based Insinger de
        Beaufort.

        In December 2006, a demerger was carried out to separate Collins
        Stewart's stockbroking activities from Tullett, the inter-broker
        dealer. Two entirely separate publicly traded companies were formed,
        Collins Stewart plc and Tullett Prebon plc. At the same time, Collins
        Stewart plc completed its acquisition of the corporate finance
        advisory firm Hawkpoint. In July 2007 Collins Stewart Inc. (its US
        business) acquired C. E. Unterberg Towbin, a capital markets,
        securities and advisory company. Collins Stewart Inc. was
        subsequently renamed as Collins Stewart LLC.

        During 2010 the Group made two acquisitions in the investment
        management sector, adding Andersen Charnley and Corazon Capital to
        the growing business of Collins Stewart Wealth Management.

        In May 2011, the Company changed the name of Collins Stewart plc to
        "Collins Stewart Hawkpoint plc" believing that the opportunities for
        co-operation between Hawkpoint and Collins Stewart would be enhanced
        by a wider awareness of their common ownership.

        For the year ended 31 December 2010, the Collins Stewart Hawkpoint
        Group generated gross revenue of (pnds stlg)215.7 million and net
        income of (pnds stlg)14.6 million. On 2 August 2011, the Collins
        Stewart Hawkpoint Group announced its interim results for the six
        months to 30 June 2011, during which the Collins Stewart Hawkpoint
        Group generated gross revenue of (pnds stlg)111.1 million and net
        income of (pnds stlg)6.9 million. As at 30 June 2011, Collins Stewart
        Hawkpoint had total assets of (pnds stlg)1,041.3 million, working
        capital of (pnds stlg)100.7 million, cash and cash equivalents of
        (pnds stlg)74.5 million and shareholders' equity of (pnds stlg)268.2
        million.

    8   Management, employees and locations

        Canaccord attaches great importance to the skills and experience of
        the management and employees of Collins Stewart Hawkpoint and expects
        Collins Stewart Hawkpoint's management to play a leading role in the
        new structure. Canaccord's current plans for Collins Stewart
        Hawkpoint do not involve any material change to its commercial
        offering or its places of business.

        Canaccord intends to put in place a (pnds stlg)15 million incremental
        retention package in Canaccord equity for key Collins Stewart
        Hawkpoint staff following completion of the Offer. No discussions
        have taken place at this stage regarding the terms of this package or
        the basis on which it will be allocated.

        A joint team from Canaccord and Collins Stewart Hawkpoint is being
        established to consider how best to realise the advantages of the
        combined businesses' strategic position and growth opportunities
        ('the Integration Committee'). Canaccord will through the Integration
        Committee look to achieve operational synergies but it does not
        expect this to impact the client service or operational effectiveness
        of the business.

        To date, the management of Canaccord and Collins Stewart Hawkpoint
        have had initial discussions with regard to integrating their
        respective securities and capital markets operations in the UK and
        the US. Both management teams believe that synergies exist between
        them which, once realised, should enable them to be more competitive
        through a combination of increased size, the combined talent within
        the two businesses and the opportunity to benefit from economies of
        scale. The Integration Committee will, within the next two months,
        review the potential combination of the two businesses to assess
        overlap. This process of assessment may (subject to any applicable
        consultation process) result in a reduction of aggregate headcount,
        including support areas, when the businesses are combined. However,
        it is not anticipated that there will be any reductions in headcount
        as a result of the Integration Committee's findings during the
        assessment period.

        There is a complementary fit between the Canaccord and Collins
        Stewart Hawkpoint's wealth management businesses; Collins Stewart
        Hawkpoint's position in the UK on-shore and off-shore wealth
        management market adds to the current Canaccord wealth management
        business in Canada with no overlap. No changes are envisaged to the
        management of Collins Stewart Hawkpoint's wealth management business.

        Similarly, Hawkpoint, Collins Stewart Hawkpoint's advisory business
        is complementary to Canaccord's advisory business which has limited
        existing operations in the UK. No changes are envisaged to the
        management of Hawkpoint.

        Apart from in respect of the two offices in London and New York,
        there are no current plans to change the location of Canaccord's or
        Collins Stewart Hawkpoint's places of business or redeploy the fixed
        assets of Collins Stewart Hawkpoint. The intention in respect of
        employees within the London offices of Canaccord Genuity Limited is,
        after the Scheme becomes effective, and subject to space
        restrictions, to move these employees into the London offices of
        Collins Stewart Hawkpoint in order to aid the integration process of
        the securities and capital market divisions in the UK. After the
        Scheme becomes effective it is intended that, in due course, the New
        York employees of Canaccord and Collins Stewart Hawkpoint will be
        moved to one office, subject to finding appropriate office space or
        rationalizing existing space.

        Canaccord has given assurances to the Collins Stewart Hawkpoint
        Directors that the existing employment rights, including pension
        rights, of all Collins Stewart Hawkpoint employees will be fully
        safeguarded upon completion of the Offer.

        The current CEO of Collins Stewart Hawkpoint, Mark Brown, will be
        appointed CEO of Canaccord Genuity Limited. Tim Hoare, the former CEO
        of Canaccord Genuity Limited, will become Chairman of Canaccord
        Genuity Limited. Mark Brown will have overall oversight and
        management responsibility for Canaccord's operations in the UK,
        Europe and Asia Pacific.

        The Collins Stewart Hawkpoint Non-Executive Directors intend to
        resign from the board of Collins Stewart Hawkpoint upon the Scheme
        becoming effective.

    9   Collins Stewart Hawkpoint Employee Share Schemes

        Participants in the Collins Stewart Hawkpoint Employee Share Schemes
        will be contacted separately regarding the effect of the Offer on
        their rights under the Collins Stewart Hawkpoint Employee Share
        Schemes and appropriate proposals will be made to such persons in due
        course.

    10  Financing the Offer

        The cash consideration payable under the terms of the Offer will be
        funded from Canaccord's existing cash resources and additionally by
        using a credit facility provided by the Canadian Imperial Bank of
        Commerce under a C$150 million senior secured credit agreement which
        is repayable 180 days after the facility is first drawn (i.e. 180
        days immediately following the Scheme becoming effective). Keefe,
        Bruyette & Woods, financial adviser to Canaccord, is satisfied that
        sufficient resources are available to satisfy in full the cash
        consideration payable to Collins Stewart Hawkpoint Shareholders under
        the terms of the Offer.

    11  Canaccord Consideration Shares

        The Canaccord Consideration Shares will be common shares in the
        capital of Canaccord, without nominal or par value. The Canaccord
        Consideration Shares will rank equally in all respects with the
        existing Canaccord Shares and will be entitled to receive any
        dividends and/or other distributions declared or paid by Canaccord in
        respect of common shares of Canaccord with a record date on or after
        the date of their issue.

        Canaccord also has preferred shares issued and outstanding having no
        par value which rank in priority over the common shares of Canaccord
        with respect to the payment of dividends and the distribution of
        assets or return of capital in the event of voluntary or involuntary
        liquidation, dissolution or winding up of Canaccord. Canaccord's
        authorized share capital includes two classes of preferred shares
        which Canaccord is authorized to issue, each in one or more series
        having such specific rights, privileges, restrictions and conditions
        as Canaccord's board of directors may fix at any time and from time
        to time. Canaccord may make further issuances of preferred shares in
        the future.

        The common shares of Canaccord are listed on the Toronto Stock
        Exchange under the symbol "CF" and on AIM under the symbol "CF." and
        an application will be made for the Canaccord Consideration Shares to
        be listed on the Toronto Stock Exchange and on AIM. Canaccord
        Consideration Shares will settle through CREST through CREST
        Depository Interests.

        The Canaccord Consideration Shares will be subject to the provisions
        of certain Canadian securities laws.

    12  Move to the Main Market

        In light of the potential acquisition of Collins Stewart Hawkpoint
        and the size and business operations of the Canaccord Group as
        enlarged by the Offer, the Board of Canaccord has considered the
        listing of the Canaccord Shares and concluded that a move from AIM to
        a full listing on the Main Market of the London Stock Exchange would
        benefit both Canaccord and its shareholders. Accordingly, following
        the Scheme becoming effective, Canaccord intends to apply for the
        admission of the Canaccord Shares (including the Canaccord
        Consideration Shares) to the Official List and to trading on the Main
        Market of the London Stock Exchange for listed securities. It is
        expected that this will take place by 30 June 2012.

    13  Opening Position Disclosures and interests

        Canaccord confirms that it has today made an Opening Position
        Disclosure, setting out the details required to be disclosed by it
        under Rule 8.1(a) of the Code.

    14  Structure of the Offer

        It is intended that the Offer will be effected by way of a Court
        sanctioned scheme of arrangement under Part 26 of the Companies Act.
        The Scheme is an arrangement between Collins Stewart Hawkpoint and
        the Scheme Shareholders and is subject to the approval of the Court.

        The purpose of the Scheme is to provide for Canaccord to become the
        holder of the entire issued and to be issued ordinary share capital
        of Collins Stewart Hawkpoint. This is to be achieved by the
        cancellation of the Scheme Shares held by Scheme Shareholders and the
        application of the reserve arising from such cancellation in paying
        up in full such number of new ordinary shares of 25 pence each in
        Collins Stewart Hawkpoint which is equal to the number of Scheme
        Shares cancelled and issuing such new ordinary shares to Canaccord.
        Canaccord will subsequently pay the cash consideration and issue the
        Canaccord Consideration Shares to which Collins Stewart Hawkpoint
        Shareholders on the register of members at the Scheme Record Time are
        entitled pursuant to the terms of the Offer in consideration for the
        cancellation of the Scheme Shares and the allotment and issue to
        Canaccord of the new Collins Stewart Hawkpoint Shares pursuant to the
        Scheme.

        To become effective, the Scheme will require, amongst other things,
        the approval by a majority in number of Scheme Shareholders
        representing at least 75 per cent. in value of the Scheme Shares held
        by such Scheme Shareholders voting, either in person or by proxy, at
        the Court Meeting (or any adjournment thereof), and the passing by
        the Collins Stewart Hawkpoint Shareholders of a special resolution
        necessary to implement the Scheme (including approving appropriate
        amendments to the articles of association of Collins Stewart
        Hawkpoint) at the General Meeting (or any adjournment thereof). In
        addition, the Scheme must be sanctioned, and the Capital Reduction
        must be confirmed, by the Court.

        The Scheme will also be subject to certain conditions and certain
        further terms referred to in Appendix I of this announcement and to
        be set out in the Scheme Document.

        Once the necessary approvals from Collins Stewart Hawkpoint
        Shareholders have been obtained and the other Conditions have been
        satisfied or (where applicable) waived, the Scheme will become
        effective upon the delivery of the Reduction Court Order to the
        Registrar. The Scheme is expected to become effective in the first
        half of 2012. If the Scheme does not become effective on or before 15
        June 2012, it will lapse and the Offer will not proceed (unless the
        parties agree otherwise with the consent of the Panel).

        Upon the Scheme becoming effective, it will be binding on all Scheme
        Shareholders, irrespective of whether or not they attended or voted
        at the Court Meeting or the General Meeting.

        The Canaccord Consideration Shares to be issued to Collins Stewart
        Hawkpoint Shareholders pursuant to the Scheme will be issued fully
        paid and free from all liens, charges, equities, encumbrances, rights
        of pre-emption and any other interests of any nature whatsoever and
        together with all rights attaching thereto, including voting rights
        and the rights to receive any dividends and/or other distributions
        declared or paid by Canaccord in respect of common shares of
        Canaccord with a record date on or after the date of their issue.

        Canaccord reserves the right, with the consent of the Panel (where
        necessary), to elect to implement the Offer by way of a Takeover
        Offer as an alternative to the Scheme. Any such Takeover Offer will
        be subject to an acceptance condition of Canaccord having acquired
        (whether pursuant to the Offer or otherwise) such percentage (being
        more than 50 per cent.) of the Collins Stewart Hawkpoint Shares, as
        Canaccord may decide, having consulted with the Panel, and will
        otherwise be implemented on the same terms (subject to appropriate
        amendments), so far as applicable, as those which would apply to the
        Scheme, and in compliance with applicable laws and regulations.

        Further details of the Scheme, including how Scheme Shareholders may
        participate in the Court Meeting and General Meeting, will be
        contained in the Scheme Document.

    15  Expected Timetable

        Collins Stewart Hawkpoint currently anticipates that:

        (a)   it will despatch the Scheme Document, together with the Forms
              of Proxy, to Collins Stewart Hawkpoint Shareholders and, for
              information only, to the holders of options and awards granted
              under the Collins Stewart Hawkpoint Employee Share Schemes by
              no later than 14 January 2012.

        (b)   the Court Meeting and General Meeting will take place on or
              around 9 February 2012 but in any event by 15 March 2012; and

        (c)   subject to the Scheme becoming unconditional and effective in
              accordance with its terms, the Offer is expected to become
              effective in the first half of 2012, with the consideration
              being payable to Collins Stewart Hawkpoint Shareholders no
              later than 14 days after the Effective Date.

        The timing of events which relate to the implementation of the Offer
        is, however, subject to the approval of the Court and is therefore
        subject to change. A full anticipated timetable will be set out in
        the Scheme Document.

        If the Offer does not become effective by 15 June 2012, the Offer
        will lapse except where the approval of Collins Stewart Hawkpoint
        Shareholders at the Court Meeting and General Meeting is obtained
        before this date, in which case the longstop date for the Offer may
        be extended to such later date as Canaccord and Collins Stewart
        Hawkpoint may agree and, if appropriate, the Court may approve.

    16  Regulatory conditions

        The Offer will be subject to the conditions and further terms set out
        below and in Appendix I and the full terms and conditions which will
        be set out in the Scheme Document. Prior approval for the Offer will
        be required from financial services regulators which regulate
        companies within the Wider Collins Stewart Hawkpoint Group, including
        the Financial Services Authority (FSA) in the UK and the Financial
        Industry Regulatory Authority (FINRA) in the US.

    17  Overseas Shareholders

        The availability of the Offer or distribution of this announcement to
        persons not resident in the United Kingdom may be prohibited or
        affected by the laws of the relevant jurisdictions. Such persons
        should inform themselves about, and observe, any applicable
        requirements. Further details in relation to overseas Collins Stewart
        Hawkpoint Shareholders will be contained in the Scheme Document.

    18  Delisting and re-registration

        Upon or shortly after the Effective Date, it is intended that
        Canaccord will procure that Collins Stewart Hawkpoint makes
        applications to cancel the listing of Collins Stewart Hawkpoint
        Shares on the UKLA's Official List and to cancel trading in Collins
        Stewart Hawkpoint Shares on the London Stock Exchange's Main Market
        for listed securities.

        On the Effective Date, Collins Stewart Hawkpoint will become a
        wholly-owned subsidiary of Canaccord and share certificates in
        respect of the Collins Stewart Hawkpoint Shares will cease to be
        valid and should be destroyed. Entitlements to Collins Stewart
        Hawkpoint Shares held within the CREST system will be cancelled on
        the Effective Date.

        It is also proposed that on or following the Effective Date, Collins
        Stewart Hawkpoint will be re-registered as a private limited company.

    19  General

        The Offer will be made on the terms and subject to the conditions and
        further terms set out herein and in Appendix I to this announcement.
        The bases and sources of certain financial information contained in
        this announcement are set out in Appendix II to this announcement. A
        summary of the irrevocable undertakings and the letters of intent is
        contained in Appendix III to this announcement. Certain terms used in
        this announcement are defined in Appendix IV to this announcement.

    20  Documents on display

        Copies of the following documents will be made available, subject to
        certain restrictions relating to persons resident in any Restricted
        Jurisdiction, on Canaccord's website (www.canaccordfinancial.com) and
        Collins Stewart Hawkpoint's website (www.collinsstewarthawkpoint.com)
        by no later than 12 noon (London time) on 16 December 2011 until the
        end of the Offer:

           -  irrevocable undertakings and letters of intent referred to in
              paragraph 5 above and summarised in Appendix III to this
              announcement;

           -  the senior secured credit agreement entered into between
              Canaccord and the Canadian Imperial Bank of Commerce dated 15
              December 2011; and

           -  the Cooperation Letter referred to in paragraph 4 above.

    Enquiries:

    Canaccord
    Scott Davidson                                          +44 20 7050 6605
    Giles Fitzpatrick                                       +44 20 7050 6655
    Tim Hoare                                               +44 20 7050 5700
    Darren Ellis                                            +44 20 7050 6677
    Jamie Kokoska                                            +1 416 869 3891



    Keefe, Bruyette & Woods (Financial Adviser and Corporate Broker to
    Canaccord)
    Peter Bang                                              +44 20 7663 5400
    Simon Abel                                              +44 20 7663 5400

    Charles Stanley Securities (Corporate Broker and NOMAD to Canaccord)
    Marc Milmo                                              +44 20 7149 6000

    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

    Oriel Securities (Corporate Broker to Collins Stewart Hawkpoint)
    Nicolas How                                             +44 20 7710 7600

    Media Enquiries:

    Buchanan Communications (PR Adviser to Canaccord)
    Bobby Morse                                             +44 20 7466 5000

    FTI Consulting (PR Adviser to Collins Stewart Hawkpoint)
    Andrew Walton                                           +44 20 7269 7204

The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this announcement and the further terms and conditions to be set out in the Scheme Document and Forms of Proxy when issued. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings given by the Collins Stewart Hawkpoint Directors and the irrevocable undertakings and letters of intent given by certain other Collins Stewart Hawkpoint Shareholders is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.

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 nor for providing advice in connection with the Offer or any matter referred to herein.

Charles Stanley Securities, 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 Charles Stanley Securities nor for providing advice in connection with the Offer or any matter referred to herein.

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 nor 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 Offer and this announcement and will not be responsible to anyone other than Collins Stewart Hawkpoint for providing the protections afforded to clients of Nomura nor for providing advice in connection with the Offer or any matter referred to herein.

Oriel Securities, 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 Oriel Securities nor for providing advice in connection with the Offer or any matter referred to herein.

Canaccord reserves the right to elect, with the consent of the Panel (where necessary), to implement the Offer by way of a Takeover Offer. In such event, the offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in favour of the Scheme. Collins Stewart Hawkpoint and Canaccord urge Collins Stewart Hawkpoint Shareholders to read the Scheme Document which will be distributed to Scheme Shareholders in due course (with the exception of certain Scheme Shareholders in Restricted Jurisdictions), as it will contain important information relating to the Offer.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose 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.

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be 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.

The availability of the Offer to Collins Stewart Hawkpoint Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to overseas shareholders will be contained in the Scheme Document.

The Offer relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. The scheme of arrangement will relate to the shares of a UK company that is a 'foreign private issuer' as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy and tender offer rules under Canadian law or the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of Canadian or US shareholder vote, proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of Canadian or US companies.

No securities regulatory authority in any Canadian jurisdiction has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is an offence in Canada.

Any securities to be offered pursuant to the Offer as described in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States, or of Canada, Australia or Japan. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions. It is expected that the Canaccord Shares to be issued in the Scheme will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) or another exemption thereunder. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates"(within the meaning of the Securities Act) of Collins Stewart Hawkpoint or Canaccord prior to, or of Canaccord after, the Effective Date will be subject to certain transfer restrictions relating to the Canaccord Shares received in connection with the Scheme.

The Canaccord Shares to be issued in exchange for Scheme Shares pursuant to the Scheme will be issued in reliance upon exemptions from the prospectus requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute "control distributions", Canaccord Shares issued pursuant to the Scheme may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort has been made to prepare the market or create demand, no extraordinary commission or consideration is paid and, if the selling shareholder is an insider or officer of Canaccord, such shareholder has no reasonable grounds to believe that Canaccord is in default of securities legislation,

If Canaccord exercises its right to implement the Offer by way of a Takeover Offer, the Offer will be made in compliance with applicable Canadian and US laws and regulations, including applicable provisions of the tender offer rules under Canadian law and the Exchange Act.

Forward looking statements

This announcement, any oral statements made by Canaccord or Collins Stewart Hawkpoint in relation to the Offer, and other information published by Canaccord or Collins Stewart Hawkpoint may contain statements about Canaccord and Collins Stewart Hawkpoint that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Canaccord's or Collins Stewart Hawkpoint's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Canaccord's or Collins Stewart Hawkpoint's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Canaccord and Collins Stewart Hawkpoint disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Not a profit forecast

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of the Canaccord Group as enlarged by the Offer, Canaccord and/or Collins Stewart Hawkpoint for current or future financial years will necessarily match or exceed the historical or published earnings per share of Canaccord or Collins Stewart Hawkpoint.

Disclosure requirements of the Takeover Code (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.

Publication on website

A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.canaccordfinancial.com and www.collinsstewarthawkpoint.com by no later than 12 noon (London time) on the Business Day following the date of this announcement.

Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Collins Stewart Hawkpoint's website (or any other website) is incorporated into, or forms part of, this announcement.

You may request a hard copy of this announcement, free of charge, by contacting Charles Stanley Securities on +44 20 7149 6000. Collins Stewart Hawkpoint Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rule 2.10 Disclosures

In accordance with Rule 2.10 of the Code, Collins Stewart Hawkpoint confirms that it has 248,039,935 Collins Stewart Hawkpoint Shares in issue and admitted to listing on the Official List and to trading on the London Stock Exchange under ISIN reference GB00B1HOK107.

In accordance with Rule 2.10 of the Code, Canaccord confirms that it has 83,674,356 Canaccord Shares (without par value) and 4,450,000 Series A Preferred Shares (without nominal or par value) in issue. The Canaccord Shares are listed on the Toronto Stock Exchange and on AIM. The ISIN for the Canaccord Shares is CA1348011091 and the ISIN for the preferred shares is CA1348013071.

                                 APPENDIX I
       CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

    1.  The Offer will be conditional upon the Scheme becoming unconditional
        and being effective by not later than 15 June 2012 or such later date
        (if any) as Canaccord and Collins Stewart Hawkpoint may, subject to
        the Takeover Code and/or with the consent of the Panel, agree and (if
        required) the Court may approve.

        The Scheme will be conditional upon:

        (a)   approval of the Scheme by a majority in number, representing at
              least 75 per cent. in value, of the Collins Stewart Hawkpoint
              Shareholders who are present and voting, either in person or by
              proxy, at the Court Meeting or at any adjournment of that
              meeting by not later than 15 March 2012 (or such later date (if
              any) as Canaccord and Collins Stewart Hawkpoint may, subject to
              the Takeover Code and/or with the consent of the Panel, agree
              and (if required) the Court may approve);

        (b)   the resolutions in connection with or required to implement the
              Scheme and set out in the notice of the General Meeting being
              duly passed by the requisite majority at the General Meeting or
              at any adjournment of that meeting by not later than 15 March
              2012 (or such later date (if any) as Canaccord and Collins
              Stewart Hawkpoint may, subject to the Takeover Code and/or with
              the consent of the Panel, agree and (if required) the Court may
              approve); and

        (c)   the sanction of the Scheme and the confirmation of the Capital
              Reduction, in either case without modification or with
              modification (on terms reasonably acceptable to Canaccord and
              Collins Stewart Hawkpoint) by the Court and the delivery for
              registration of copies of the Court Orders and the statement of
              capital attached thereto to the Registrar of Companies, and the
              registration of the Reduction Court Order by the Registrar of
              Companies.

    2.  In addition, Collins Stewart Hawkpoint and Canaccord have agreed
        that, subject to paragraph 3 below, application to the Court to
        sanction the Scheme and to confirm the Capital Reduction will not be
        made unless conditions 1(a) and (b) above have been fulfilled and
        unless immediately prior to the hearing to sanction the scheme the
        following conditions (as amended if appropriate) are satisfied or
        waived (and in the case of the conditions at 2(b) remain satisfied or
        waived) as referred to below:

    (a) (i)   the admission of the Canaccord Consideration Shares to trading
              on AIM becoming effective in accordance with the AIM Rules or
              if Canaccord so determines (subject to the consent of the
              Panel) the London Stock Exchange agreeing to admit such shares
              to trading on AIM subject to the allotment of such Canaccord
              Consideration Shares and/or the Scheme becoming or being
              declared unconditional in all respects; and

        (ii)  Canaccord having obtained conditional approval of the listing
              of the Canaccord Consideration Shares on the Toronto Stock
              Exchange, subject only to the satisfaction of customary
              conditions of the Toronto Stock Exchange;

    (b) (i)   each Relevant Regulator having, to the extent necessary,
              approved or being deemed to have approved, in terms reasonably
              satisfactory to Canaccord, the acquisition by Canaccord of
              control over Collins Stewart Hawkpoint and any member of the
              Wider Collins Stewart Hawkpoint Group which is authorised or
              regulated by any Relevant Regulator, either unconditionally or
              subject to the fulfilment of certain conditions or obligations
              acceptable to Canaccord;

        (ii)  * the FSA having notified in writing, to the satisfaction of
                  Canaccord, any required consent in accordance with Part XII
                  of FSMA to the proposed acquisition of control over each UK
                  authorised person in the Wider Collins Stewart Hawkpoint
                  Group by Canaccord in the manner contemplated by the Offer,
                  such consent being either: (a) unconditional in all
                  respects (save as to the period within which the change of
                  control must occur) or (b) subject to conditions (other
                  than as to timing) which, in the reasonable opinion of
                  Canaccord, do not have and are not likely to have a
                  material adverse effect on Canaccord, any controller of
                  Canaccord or any person in the Wider Collins Stewart
                  Hawkpoint Group (whether in terms of their actual or
                  prospective liquidity, financial or capital position or the
                  manner in which they conduct their operations or in terms
                  of the ownership of Canaccord or otherwise); or

              (y) the period of 60 Business Days (excluding any interruption
                  periods imposed by the FSA) having elapsed from the date of
                  acknowledgment of receipt of a complete application by the
                  FSA for the proposed acquisition of each UK authorised
                  person in the Wider Collins Stewart Hawkpoint Group by
                  Canaccord without the FSA having refused to approve the
                  proposed acquisition of any UK authorised person in the
                  Wider Collins Stewart Hawkpoint Group.

                  For the purposes of this condition "control" shall have the
                  meaning given to it in Part XII of FSMA and "controller"
                  shall have the meaning given to it in section 422 of FSMA;

        (iii) Collins Stewart CI Limited ("CS(CI)L") having given the Isle of
              Man Financial Supervision Commission notice of the proposed
              acquisition by Canaccord of Collins Stewart Hawkpoint as is
              required by Part 7 of the Financial Services Rule Book 2009 (as
              amended) and the Isle of Man Financial Supervision Commission
              having given no indication it is minded to revoke CS(CI)L's
              licence in accordance with section 9 of the Financial Services
              Act 2008 in the event the acquisition by Canaccord of Collins
              Stewart Hawkpoint is completed;

        (iv)  The Financial Regulatory Authority, Inc. of the United States
              of America having approved, in writing, a continuing membership
              application for a change in control of Collins Stewart LLC;

        (v)   The Monetary Authority of Singapore having approved in writing,
              with respect to the Capital Markets Services Licence held by
              Collins Stewart Pte Limited, the change in effective control of
              Collins Stewart Pte Limited arising from the completion of the
              acquisition by Canaccord of control over Collins Stewart
              Hawkpoint;

        (vi)  The Guernsey Financial Services Commission having approved in
              writing, with respect to its regulation of Corazon Capital
              Limited, CS(CI)L and Corazon Fund Management Limited (the
              "Guernsey Regulated Subsidiaries") under the Protection of
              Investors (Bailiwick of Guernsey) Law, 1987 (as amended), the
              change in effective control of the Guernsey Regulated
              Subsidiaries arising from the completion of the acquisition by
              Canaccord of control over Collins Stewart Hawkpoint; and

        (vii) The Jersey Financial Services Commission having approved in
              writing, with respect to its regulation of CS(CI)L under the
              Financial Services (Jersey) Law 1998, the change in effective
              control of CS(CI)L arising from the completion of the
              acquisition by Canaccord of control over Collins Stewart
              Hawkpoint;

    (c) to the extent that the Offer is reportable under the Hart-Scott-
        Rodino Antitrust Improvements Act of 1976 (as amended) the
        relevant waiting period (and any extension thereof) applicable to
        the Offer or its implementation, including the acquisition of any
        shares or securities in, or control of, any member of the Wider
        Collins Stewart Hawkpoint Group, having been terminated or having
        expired;

    (d) each clearance or consent of, filing with, or notice to, any Third
        Party (as defined below) that is reasonably considered by Canaccord
        to be necessary or appropriate in connection with the Offer or its
        implementation, including the acquisition of any shares or securities
        in, or control of, any member of the Wider Collins Stewart Hawkpoint
        Group, in any country, territory or jurisdiction in which a member of
        the Wider Canaccord Group or the Wider Collins Stewart Hawkpoint
        Group is established or conducts business, having been granted, filed
        or delivered (as appropriate), in each case in terms satisfactory to
        Canaccord;

    (e) no government or governmental, quasi-governmental, supranational,
        statutory, regulatory or investigative body, authority, court, trade
        agency, association or institution or professional or environmental
        body or any other similar person or body whatsoever in any relevant
        jurisdiction (each a "Third Party") having decided to take,
        institute, implement or threaten any action, proceedings, suit,
        investigation, enquiry or reference or having required any action to
        be taken or information to be provided or otherwise having done
        anything or having made, proposed or enacted any statute, regulation,
        order or decision or having done anything which would or might
        reasonably be expected to:

        (i)   make the Offer or its implementation, or the acquisition or the
              proposed acquisition by Canaccord of any shares or other
              securities in, or control of, Collins Stewart Hawkpoint or any
              member of the Wider Collins Stewart Hawkpoint Group void,
              illegal or unenforceable in any jurisdiction, or otherwise
              directly or indirectly restrain, prohibit, restrict, prevent or
              delay to a material extent the same or impose additional
              material conditions or financial or other obligations with
              respect thereto, or otherwise challenge or interfere therewith;

        (ii)  require, prevent or delay the divestiture or alter the terms
              envisaged for any proposed divestiture by Canaccord or any of
              its subsidiaries or subsidiary undertakings or associated
              undertakings (including any joint venture, partnership, firm or
              company in which any member of the Canaccord Group is
              substantially interested) of any Collins Stewart Hawkpoint
              Shares or of any shares in a member of the Wider Canaccord
              Group which in any such case would be material in the context
              of the Wider Collins Stewart Hawkpoint Group, taken as a whole;

        (iii) require, prevent or delay the divestiture or alter the terms
              envisaged for any proposed divestiture by any member of the
              Wider Canaccord Group or by any member of the Wider Collins
              Stewart Hawkpoint Group of all or any material portion of their
              respective businesses, assets or property, or (to an extent
              which is material in the context of the Offer or the Wider
              Collins Stewart Hawkpoint Group concerned taken as a whole)
              impose any limit on the ability of any of them to conduct their
              respective businesses (or any of them) or to own or control any
              of their respective assets or properties or any part thereof;

        (iv)  impose any material limitation on, or result in any material
              delay in, the ability of any member of the Wider Canaccord
              Group or any member of the Wider Collins Stewart Hawkpoint
              Group to acquire, hold or exercise effectively, directly or
              indirectly, all or any rights of ownership of Collins Stewart
              Hawkpoint Shares or any shares or securities convertible into
              Collins Stewart Hawkpoint Shares or to exercise voting or
              management control over any member of the Wider Collins Stewart
              Hawkpoint Group or any member of the Wider Canaccord Group;

        (v)   require any member of the Wider Canaccord Group and/or of the
              Wider Collins Stewart Hawkpoint Group to acquire or offer to
              acquire or repay any shares or other securities in and/or
              indebtedness of any member of the Wider Collins Stewart
              Hawkpoint Group owned by or owed to any Third Party;

        (vi)  impose any material limitation on the ability of any member of
              the Wider Canaccord Group and/or of the Wider Collins Stewart
              Hawkpoint Group to integrate or co-ordinate its business, or
              any material part of it, with the business of any member of the
              Wider Collins Stewart Hawkpoint Group or of the Wider Canaccord
              Group respectively; or

        (vii) otherwise adversely affect any or all of the businesses,
              assets, prospects, profits or financial or trading position of
              any member of the Wider Collins Stewart Hawkpoint Group or any
              member of the Wider Canaccord Group which in any such case
              would be material in the context of the Wider Collins Stewart
              Hawkpoint Group, taken as a whole,

        and all applicable waiting and other time periods during which any
        Third Party could institute, implement or threaten any such action,
        proceedings, suit, investigation, enquiry or reference under the laws
        of any relevant jurisdiction, having expired, lapsed or been
        terminated;

    (f) all filings and applications having been made and all waiting and
        other time periods (including any extensions thereof) under any
        applicable legislation or regulations of any relevant jurisdiction
        having expired, lapsed or been terminated and all statutory or
        regulatory obligations in any relevant jurisdiction having been
        complied with in connection with the Offer and its implementation or
        the acquisition or proposed acquisition by Canaccord or any member of
        the Wider Canaccord Group of any shares or other securities in, or
        control of, Collins Stewart Hawkpoint or any member of the Wider
        Collins Stewart Hawkpoint Group and all authorisations, orders,
        recognitions, grants, consents, clearances, confirmations, licences,
        certificates, permissions and approvals ("Authorisations") for or in
        respect of the Offer or the acquisition or proposed acquisition by
        Canaccord of any shares or other securities in, or control of,
        Collins Stewart Hawkpoint or the carrying on by any member of the
        Wider Collins Stewart Hawkpoint Group of its business or in relation
        to the affairs of any member of the Wider Collins Stewart Hawkpoint
        Group having been obtained in terms and in a form satisfactory to
        Canaccord from all appropriate Third Parties or persons with whom any
        member of the Wider Collins Stewart Hawkpoint Group has entered into
        contractual arrangements and all such Authorisations remaining in
        full force and effect and all filings necessary for such purpose
        having been made and there being no notice or intimation of any
        intention to revoke, suspend, restrict or amend or not renew the same
        at the time at which the Proposals become otherwise unconditional to
        an extent which in any such case would have a material adverse effect
        on the Wider Collins Stewart Hawkpoint Group, taken as a whole, and
        there being no indication that the renewal costs of any Authorisation
        might be materially higher than the renewal costs for the current
        Authorisation;

    (g) except as publicly announced by Collins Stewart Hawkpoint prior to 15
        December 2011 through a RIS or fairly disclosed in writing to
        Canaccord prior to 15 December 2011, there being no provision of any
        arrangement, agreement, licence or other instrument to which any
        member of the Wider Collins Stewart Hawkpoint Group is a party or by
        or to which any such member or any of its respective assets is or are
        or may be bound, entitled or subject or any circumstance which, in
        consequence of the making or implementation of the Offer or the
        proposed acquisition of any shares or other securities in, or control
        of, Collins Stewart Hawkpoint by Canaccord or because of a change in
        the control or management of Collins Stewart Hawkpoint or otherwise,
        could reasonably be expected to result in to an extent which is
        material in the context of the Wider Collins Stewart Hawkpoint Group
        taken as a whole:

        (i)   any indebtedness or liabilities actual or contingent of, or any
              grant available to, any member of the Wider Collins Stewart
              Hawkpoint Group being or becoming repayable or capable of being
              declared repayable immediately or prior to its stated maturity
              or the ability of any such member to borrow monies or incur any
              indebtedness being withdrawn or inhibited or capable of being
              withdrawn or inhibited;

        (ii)  the creation or enforcement of any mortgage, charge or other
              security interest over the whole or any part of the business,
              property, assets or interests of any member of the Wider
              Collins Stewart Hawkpoint Group or any such security (whenever
              created, arising or having arisen) being enforced or becoming
              enforceable;

        (iii) any such arrangement, agreement, licence or instrument or the
              rights, liabilities, obligations, or interests of any member of
              the Wider Collins Stewart Hawkpoint Group under any such
              arrangement, agreement, licence or instrument (or any
              arrangement, agreement, licence or instrument relating to any
              such right, liability, obligation, interest or business) or the
              interests or business of any such member in or with any other
              person, firm, company or body being or becoming capable of
              being terminated or adversely modified or adversely affected or
              any adverse action being taken or any onerous obligation or
              liability arising thereunder;

        (iv)  any asset or interest of any member of the Wider Collins
              Stewart Hawkpoint Group being or falling to be disposed of or
              charged (otherwise than in the ordinary course of business) or
              ceasing to be available to any member of the Wider Collins
              Stewart Hawkpoint Group or any right arising under which any
              such asset or interest could be required to be disposed of or
              charged or could cease to be available to any member of the
              Wider Collins Stewart Hawkpoint Group;

        (v)   any member of the Wider Collins Stewart Hawkpoint Group ceasing
              to be able to carry on business under any name under which it
              presently does so;

        (vi)  any member of the Wider Canaccord Group and/or of the Wider
              Collins Stewart Hawkpoint Group being required to acquire or
              repay any shares in and/or indebtedness of any member of the
              Wider Collins Stewart Hawkpoint Group owned by any Third Party;

        (vii) any change in or effect on the ownership or use of any
              intellectual property rights owned or used by any member of the
              Wider Collins Stewart Hawkpoint Group;

        (viii)the value or financial or trading position or prospects of any
              member of the Wider Collins Stewart Hawkpoint Group being
              prejudiced or adversely affected; or

        (ix)  the creation of any liability, actual or contingent, by any
              such member (other than in the ordinary course of business),

        and no event having occurred which, under any provision of any
        such arrangement, agreement, licence or other instrument, might
        reasonably be expected to result in any of the events referred to in
        this paragraph (g) to an extent which in any such case, would be
        material in the context of the Wider Collins Stewart Hawkpoint Group,
        taken as a whole;

    (h) since 31 December 2010 and except as fairly disclosed in Collins
        Stewart Hawkpoint's annual report and accounts for the year ended 31
        December 2010 or as fairly disclosed by or on behalf of Collins
        Stewart Hawkpoint to Canaccord or its advisers in writing prior to 15
        December 2011 or as otherwise publicly announced by Collins Stewart
        Hawkpoint on or prior to 15 December 2011 through an RIS, no member
        of the Wider Collins Stewart Hawkpoint Group having:

        (i)   issued or agreed to issue or authorised or proposed the issue
              of additional shares or securities of any class, or securities
              convertible into or exchangeable for shares, or rights,
              warrants or options to subscribe for or acquire any such
              shares, securities or convertible securities (save for issues
              between Collins Stewart Hawkpoint and any of its wholly-owned
              subsidiaries or between such wholly-owned subsidiaries and save
              for options as disclosed to Canaccord granted under the Collins
              Stewart Hawkpoint Employee Share Schemes before 15 December
              2011 or the issue of any Collins Stewart Hawkpoint Shares
              allotted upon the exercise of options granted before 15
              December 2011 under the Collins Stewart Hawkpoint Employee
              Share Schemes) or redeemed, purchased, repaid or reduced or
              proposed the redemption, purchase, repayment or reduction of
              any part of its share capital or any other securities;

        (ii)  recommended, declared, made or paid or proposed to recommend,
              declare, make or pay any bonus, dividend or other distribution
              whether payable in cash or otherwise other than any
              distribution by any wholly-owned subsidiary within the Collins
              Stewart Hawkpoint Group;

        (iii) save as between Collins Stewart Hawkpoint and its wholly-owned
              subsidiaries and otherwise than pursuant to the Offer,
              effected, authorised, proposed or announced its intention to
              propose any change in its share or loan capital;

        (iv)  save as between Collins Stewart Hawkpoint and its wholly-owned
              subsidiaries, effected, authorised, proposed or announced its
              intention to propose any merger, demerger, reconstruction,
              arrangement, amalgamation, commitment or scheme or any
              acquisition or disposal or transfer of assets or shares (other
              than in the ordinary course of business) or any right, title or
              interest in any assets or shares or other transaction or
              arrangement in respect of itself or another member of the Wider
              Collins Stewart Hawkpoint Group which in each case would be
              material in the context of the Wider Collins Stewart Hawkpoint
              Group taken as a whole;

        (v)   acquired or disposed of or transferred (other than in the
              ordinary course of business) or mortgaged, charged or
              encumbered any assets or shares or any right, title or interest
              in any assets or shares (other than in the ordinary course of
              business) or authorised the same or entered into, varied or
              terminated or authorised, proposed or announced its intention
              to enter into, vary, terminate or authorise any agreement,
              arrangement, contract, transaction or commitment (other than in
              the ordinary course of business and whether in respect of
              capital expenditure or otherwise) which is of a loss-making,
              long-term or unusual or onerous nature or magnitude, or which
              involves or could involve an obligation of such a nature or
              magnitude, in each case which is material in the context of the
              Wider Collins Stewart Hawkpoint Group taken as a whole;

        (vi)  entered into any agreement, contract, transaction, arrangement
              or commitment (other than in the ordinary course of business)
              which is material in the context of the Wider Collins Stewart
              Hawkpoint Group taken as a whole;

        (vii) entered into any contract, transaction or arrangement which
              would be restrictive on the business of any member of the Wider
              Collins Stewart Hawkpoint Group or the Wider Canaccord Group or
              which is or could involve obligations which would or might
              reasonably be expected to be so restrictive;

        (viii)issued, authorised or proposed the issue of or made any change
              in or to any debentures, or (other than in the ordinary course
              of business) incurred or increased any indebtedness or
              liability, actual or contingent, which is material in the
              context of the Wider Collins Stewart Hawkpoint Group taken as a
              whole;

        (ix)  been unable or admitted that it is unable to pay its debts or
              having stopped or suspended (or threatened to stop or suspend)
              payment of its debts generally or ceased or threatened to cease
              carrying on all or a substantial part of its business or
              proposed or entered into any composition or voluntary
              arrangement with its creditors (or any class of them) or the
              filing at court of documentation in order to obtain a
              moratorium prior to a voluntary arrangement or, by reason of
              actual or anticipated financial difficulties, commenced
              negotiations with one or more of its creditors with a view to
              rescheduling any of its indebtedness;

        *   made, or announced any proposal to make, any change or addition
              to any retirement, death or disability benefit or any other
              employment-related benefit of or in respect of any of its
              directors, employees, former directors or former employees;

        (xi)  save as between Collins Stewart Hawkpoint and its wholly-owned
              subsidiaries, granted any lease or third party rights in
              respect of any of the leasehold or freehold property owned or
              occupied by it or transferred or otherwise disposed of any such
              property which in any such case would be material in the
              context of the Wider Collins Stewart Hawkpoint Group, taken as
              a whole;

        (xii) entered into or varied or made any offer (which remains open
              for acceptance) to enter into or vary the terms of any service
              agreement with any director or senior executive of Collins
              Stewart Hawkpoint or any director or senior executive of the
              Wider Collins Stewart Hawkpoint Group which in any such case
              would be material in the context of the Wider Collins Stewart
              Hawkpoint Group, taken as a whole;

        (xiii)(other than in respect of a company which is dormant and was
              solvent at the relevant time) taken or proposed any corporate
              action or had any proceedings started or threatened against it
              for its winding-up (voluntary or otherwise), dissolution,
              striking-off or reorganisation or for the appointment of a
              receiver, administrator (including the filing of any
              administration application, notice of intention to appoint an
              administrator or notice of appointment of an administrator),
              administrative receiver, trustee or similar officer of all or
              any part of its assets or revenues or for any analogous
              proceedings or steps in any jurisdiction or for the appointment
              of any analogous person in any jurisdiction;

        (xiv) made any amendment to its articles of association;

        (xv)  waived or compromised any claim or authorised any such waiver
              or compromise, save in the ordinary course of business, which
              is material in the context of the Wider Collins Stewart
              Hawkpoint Group taken as a whole;

        (xvi) taken, entered into or had started or threatened against it in
              a jurisdiction outside England and Wales any form of insolvency
              proceeding or event similar or analogous to any of the events
              referred to in sub-paragraphs (ix) and (xiii) above; or

        (xvii)agreed to enter into or entered into an agreement or
              arrangement or commitment or passed any resolution or announced
              any intention with respect to any of the transactions, matters
              or events referred to in this paragraph (h);

    (i) except as publicly announced by Collins Stewart Hawkpoint prior to 15
        December 2011 through an RIS or fairly disclosed in writing to
        Canaccord prior to 15 December 2011 and save as disclosed in the
        annual report and accounts of Collins Stewart Hawkpoint for the
        financial year ended 31 December 2010, since 31 December 2010:

        (i)   there having been no material adverse change or deterioration
              in the business, assets, financial or trading position or
              profits or prospects of the Wider Collins Stewart Hawkpoint
              Group taken as a whole;

        (ii)  no litigation, arbitration proceedings, prosecution or other
              legal proceedings to which any member of the Wider Collins
              Stewart Hawkpoint Group is or may become a party (whether as
              claimant or defendant or otherwise), and no material enquiry or
              investigation by or complaint or reference to any Third Party,
              against or in respect of any member of the Wider Collins
              Stewart Hawkpoint Group, having been threatened, announced or
              instituted or remaining outstanding by, against or in respect
              of any member of the Wider Collins Stewart Hawkpoint Group in
              any way which is material in the context of the Wider Collins
              Stewart Hawkpoint Group, taken as a whole; and

        (iii) no contingent or other liability having arisen or become
              apparent or increased which might be reasonably likely in
              either case to have a material adverse effect on the Wider
              Collins Stewart Hawkpoint Group taken as a whole;

    (j) save as fairly disclosed by or on behalf of Collins Stewart Hawkpoint
        to Canaccord or its advisers in writing prior to 15 December 2011
        Canaccord not having discovered:

        (i)   that any financial, business or other information concerning
              Collins Stewart Hawkpoint or the Wider Collins Stewart
              Hawkpoint Group which is contained in the information publicly
              disclosed at any time by or on behalf of any member of the
              Wider Collins Stewart Hawkpoint Group either publicly or in the
              context of the Offer contains a misrepresentation of fact which
              has not, prior to 15 December 2011, been corrected by public
              announcement through an RIS or omits to state a fact which
              would make the information contained therein not misleading and
              which in any such case is material in the context of the Wider
              Collins Stewart Hawkpoint Group, taken as a whole;

        (ii)  any information which materially affects the import of any such
              information as is mentioned in paragraph (j)(i); or

        (iii) that any member of the Wider Collins Stewart Hawkpoint Group is
              subject to any liability, contingent or otherwise, which is not
              disclosed in the annual report and accounts of Collins Stewart
              Hawkpoint for the financial year ended 31 December 2010 and
              which in any such case is material in the context of the Wider
              Collins Stewart Hawkpoint Group, taken as a whole.

    3.  The Offer and the Scheme will not proceed if, prior to the date of
        the Court Meeting, the Offer is, or any part of the Offer is,
        referred to the UK Competition Commission.

    4.  Subject to the requirements of the Panel, Canaccord reserves the
        right to waive in whole or in part, in its discretion, all or any of
        the conditions contained in paragraphs 2(b) to (j).

    5.  If Canaccord is required by the Panel to make an offer for Collins
        Stewart Hawkpoint shares under the provisions of Rule 9 of the
        Takeover Code, Canaccord may make such alterations to the terms and
        conditions of the Offer as are necessary to comply with the
        provisions of that Rule.

    6.  Canaccord reserves the right, with the consent of the Panel (where
        necessary), to elect to implement the Offer by way of a takeover
        offer (as defined in Part 28 of the Companies Act) as an alternative
        to the Scheme. Any such Takeover Offer will be implemented on
        substantially the same terms, so far as applicable, as those which
        would apply to the Scheme, subject to appropriate amendments to
        reflect the change in method of effecting the Offer including
        (without limitation and subject to the consent of the Panel) an
        acceptance condition set at such percentage as Canaccord may decide,
        and in compliance with applicable laws and regulations.

    7.  Canaccord will not invoke any condition so as to cause the Offer not
        to proceed, to lapse or to be withdrawn, unless the circumstances
        which give rise to the right to invoke the condition are of material
        significance to Canaccord in the context of the Offer and the Panel
        consents to such right being invoked.



                                 APPENDIX II
               SOURCES OF INFORMATION AND BASES OF CALCULATION

    In this announcement:

    (i)    As at the close of business on 14 December 2011, being the last
           business day prior to the date of this announcement, Canaccord had
           in issue 83,674,356 Canaccord Shares and Collins Stewart Hawkpoint
           had in issue 248,039,935 Collins Stewart Hawkpoint Shares.  The
           ISIN for Canaccord Shares is CA1348011091 and for the Collins
           Stewart Hawkpoint Shares is GB00B1H0K107.

    (ii)   The value placed on the issued and to be issued share capital of
           Collins Stewart Hawkpoint (approximately (pnds stlg)253.3 million)
           are based on 248,039,935 Collins Stewart Hawkpoint Shares in issue
           on 14 December 2011, being the last dealing day prior to the date
           of this announcement, and options being exercised prior to the
           Scheme Record Time in respect of a further 15,843,551 new Collins
           Stewart Hawkpoint Shares.

    (iii)  The closing share price of Canaccord Shares on 14 December 2011 is
           derived from the Toronto Stock Exchange.

    (iv)   The closing share price of Collins Stewart Hawkpoint Shares on 14
           December 2011 is derived from the London Stock Exchange Daily
           Official List.

    (v)    Unless otherwise stated, the financial information relating to
           Collins Stewart Hawkpoint is extracted or derived from the Annual
           Report and the Interim Report (without any adjustment).

    (vi)   Unless otherwise stated, the financial information relating to
           Canaccord is extracted or derived from the Annual Report and
           Accounts of Canaccord for the financial year to 31 March 2011 and
           Canaccord's First Quarter Fiscal 2012 Results and Second Quarter
           Fiscal 2012 Results (without any adjustments).

    (vii)  The exchange rate between Canadian Dollars and UK sterling was
           1.60720 at 5pm GMT



                                 APPENDIX III
               IRREVOCABLE UNDERTAKINGS and letters of intent

    Directors and other employees

    Canaccord has received irrevocable undertakings from the Collins Stewart
    Hawkpoint Directors to vote in favour of the Scheme and the resolutions
    to be proposed at the Court Meeting and the General Meeting (and if the
    Offer is subsequently structured as a Takeover Offer, to accept any such
    offer made by Canaccord) in respect of their entire holdings in Collins
    Stewart Hawkpoint Shares, representing approximately 0.8 per cent. of the
    existing issued ordinary share capital of Collins Stewart Hawkpoint.
    Details of these undertakings are set out below.

    These irrevocable undertakings remain binding in the event of a higher
    competing offer for Collins Stewart Hawkpoint.

    Other Collins Stewart Hawkpoint Shareholders

    Canaccord has received an irrevocable undertaking to vote (or procure the
    vote) in favour of the Scheme and the resolutions to be proposed at the
    Court Meeting and the General Meeting from Aberforth in respect of
    26,473,965 Collins Stewart Hawkpoint Shares which it manages on behalf of
    clients and in respect of which it is able to exercise discretionary and
    voting control. Such shares represent approximately 10.7 per cent. of the
    existing issued ordinary share capital of Collins Stewart Hawkpoint.

    The irrevocable undertaking received from Aberforth will cease to be
    binding in the event of a competing offer for Collins Stewart Hawkpoint,
    the value of which (in the opinion of Aberforth) exceeds the value of the
    Offer by ten per cent. or more. Certain of the clients whose assets
    Aberforth manage have reserved the right to lend stock to third parties
    and the undertakings received from Aberforth do not apply to any of the
    Collins Stewart Hawkpoint Shares in respect of which the irrevocable
    undertaking was given to the extent that such shares have been lent to a
    third party and Aberforth has been unable to recall such shares (provided
    they have used their reasonable endeavours to do so). In addition, the
    irrevocable undertaking will cease to apply to the extent that Aberforth
    no longer has, at the relevant time, authority to exercise discretionary
    and voting control over such shares.

    Accordingly, the number of Collins Stewart Hawkpoint Shares in respect of
    which irrevocable undertakings have been received is, in aggregate,
    28,452,624, representing approximately 11.5 per cent. of the issued share
    capital of Collins Stewart Hawkpoint.

    Details of irrevocable undertakings

    The following Collins Stewart Hawkpoint Directors (and their connected
    persons), employees and other shareholders have given irrevocable
    undertakings on the terms summarised above:

                               Collins Stewart Hawkpoint Shares subject to
                                         irrevocable undertakings

    Name                        Number of Collins    % of Collins Stewart
                                Stewart Hawkpoint       Hawkpoint issue
                                     Shares              share capital

    Directors:

    Paul Baines                      1,482,988                0.60
    Mark Brown                          75,000                0.03
    John Cotter(2)                      50,000                0.02
    Tim Ingram(1)                      285,736                0.12
    Nicholas Page                       62,000                0.02
    Paul Hewitt                         22,935                0.01

    Other shareholders:

    Aberforth                       26,473,965               10.67

    Total                           28,452,624               11.47


    Letters of Intent

    In addition, Canaccord has received non-binding letters of intent from
certain Collins Stewart Hawkpoint shareholders to vote or to procure the vote
in favour of the Scheme and the resolutions to be proposed at the Court
Meeting and the General Meeting, in respect of Collins Stewart Hawkpoint
Shares representing approximately 7.9 per cent. of the existing issued
ordinary share capital of Collins Stewart Hawkpoint. Details of these letters
of intent are set out below.

      Name of Collins Stewart   Number of Collins    % of existing issued
       Hawkpoint Shareholder    Stewart Hawkpoint   ordinary share capital
                                Shares in respect
                                of which letter of
                                 intent is given

    Aberforth(3)                     4,788,590(1)             1.93
    Blackrock(4)                     6,328,639(2)             2.55
    The Wellcome Trust Limited(3)    5,045,570                2.03
    The Church Commissioners(3)      3,341,725                1.35
    Total                           19,504,524                7.86

    (1) Tim Ingram holds 250,000 Collins Stewart Hawpoint Shares through
        Lloyd's Nominees and 35,736 Collins Stewart Hawkpoint Shares through
        Alliance Trust Savings Limited
    (2) John Cotter's Collins Stewart Hawkpoint Shares are jointly held with
        Maria Cotter. Both have entered into the irrevocable undertaking
    (3) Shareholding as at 15 December 2011.
    (4) Blackrock's letter of intent relates to such number of Collins
        Stewart Hawkpoint Shares as Blackrock is able to control as at the
        record date for the General Meeting and Court Meeting.  As at 14
        December 2011, the number is 6,328,639 Collins Stewart Hawkpoint
        Shares.


                                 APPENDIX IV
                                 DEFINITIONS

    The following definitions apply throughout this announcement unless the
    context requires otherwise.

    "Aberforth"                       Aberforth Partners LLP

    "AIM"                             the AIM market of the London Stock
                                      Exchange

    "AIM Rules"                       the AIM Rules for companies and Nomads

    "Annual Report"                   the annual report and accounts of
                                      Collins Stewart Hawkpoint for the year
                                      ended 31 December 2010

    "Authorisations"                  material authorisations, orders,
                                      recognitions, grants, consents,
                                      clearances, confirmations,
                                      certificates, licenses, permissions and
                                      approvals

    "Blackrock"                       Blackrock Investment Management (UK)
                                      Limited

    "Business Day"                    any day which is not a Saturday, Sunday
                                      or a bank or public holiday in England

    "Canaccord"                       Canaccord Financial Inc.

    "Canaccord Consideration Shares"  new Canaccord Shares to be allotted and
                                      issued to Collins Stewart Hawkpoint
                                      Shareholders pursuant to the terms and
                                      conditions of the Scheme should the
                                      Scheme become effective

    "Canaccord Directors"             the directors of Canaccord as at the
                                      date of this announcement

    "Canaccord Genuity"               the global capital markets division of
                                      Canaccord operating as Canaccord
                                      Genuity

    "Canaccord Genuity Limited"       the UK arm of Canaccord Genuity

    "Canaccord Group"                 means Canaccord, its subsidiaries and
                                      subsidiary undertakings

    "Canaccord Shares"                common shares in the capital of
                                      Canaccord, without nominal or par value

    "Capital Reduction"               the proposed reduction of the ordinary
                                      share capital of Collins Stewart
                                      Hawkpoint provided by the Scheme under
                                      section 641 of the Companies Act

    "Capital Reduction Hearing"       the hearing by the Court to confirm the
                                      Capital Reduction at which the
                                      Reduction Court Order is expected to be
                                      granted

    "Charles Stanley Securities"      Charles Stanley Securities, a division
                                      of Charles Stanley & Co. Ltd

    "City Code" or "Code"             the City Code on Takeovers and Mergers,
                                      as amended from time to time

    "Closing Price"                   in the case of Collins Stewart
                                      Hawkpoint Shares, the last closing
                                      quotation of a Collins Stewart
                                      Hawkpoint Share as derived from the
                                      Daily Official List, and in the case of
                                      Canaccord Shares, the last closing
                                      quotation of a Canaccord Share as
                                      derived from the Toronto Stock Exchange

    "Collins Stewart Hawkpoint"       Collins Stewart Hawkpoint plc

    "Collins Stewart Hawkpoint        the directors of Collins Stewart
    Directors"                        Hawkpoint as at the date of this
                                      announcement

    "Collins Stewart Hawkpoint
    Employee Share Schemes"           (a)   the Collins Stewart Hawkpoint plc
                                            Annual Bonus Equity Deferral
                                            Plan;

                                      (b)   the Collins Stewart Hawkpoint plc
                                            2006 Long Term Incentive Plan;

                                      (c)   the Collins Stewart Hawkpoint plc
                                            2008 Share Incentive Plan;

                                      (d)   the Collins Stewart Hawkpoint plc
                                            2010 Long Term Incentive Plan;

                                      (e)   the CST Unapproved Share Option
                                            Plan;

                                      (f)   the Andersen Charnley Stand-alone
                                            Option;

                                      (g)   the Corazon Capital Group Limited
                                            Share Plan; and  the Hawkpoint
                                            Holdings 2007 Share Option Plan

    "Collins Stewart Hawkpoint        Collins Stewart Hawkpoint, its
    Group"                            subsidiaries and subsidiary
                                      undertakings

    "Collins Stewart Hawkpoint
    Shareholders" or "Shareholders"   the holders of Collins Stewart
                                      Hawkpoint Shares from time to time

    "Collins Stewart Hawkpoint
    Shares"                           the existing unconditionally allotted
                                      or issued and fully paid ordinary
                                      shares of 25 pence each in the capital
                                      of Collins Stewart Hawkpoint and any
                                      further such ordinary shares which are
                                      unconditionally allotted before the
                                      Scheme becomes effective

    "Companies Act"                   the Companies Act 2006 (as amended,
                                      modified, consolidated, re-enacted or
                                      replaced from time to time)

    "Conditions"                      the conditions of the Offer set out in
                                      Appendix I to this announcement and to
                                      be set out in the Scheme Document and a
                                      "Condition" shall mean any one of them

    "Cooperation Letter"              the cooperation letter entered into
                                      between Canaccord and Collins Stewart
                                      Hawkpoint on 15 December 2011

    "Court"                           the High Court of Justice in England
                                      and Wales

    "Court Meeting"                   the meeting (or any adjournment
                                      thereof) of the Scheme Shareholders to
                                      be convened by order of the Court
                                      pursuant to Part 26 of the Companies
                                      Act to consider and, if thought fit,
                                      approve the Scheme (with or without
                                      modification)

    "Court Orders"                    the Scheme Court Order and the
                                      Reduction Court Order

    "CREST"                           the relevant system (as defined in the
                                      CREST Regulations) in respect of which
                                      Euroclear UK & Ireland Limited is the
                                      operator (as defined in the CREST
                                      Regulations)

    "CREST Regulations"               the Uncertificated Securities
                                      Regulations 2001 (SI 2001 # 3755), as
                                      amended from time to time

    "Daily Official List"             the Daily Official List published by
                                      the London Stock Exchange

    "Dealing Disclosure"              has the same meaning as in Rule 8 of
                                      the Code

    "Effective Date"                  the date on which the Scheme becomes
                                      effective

    "Excluded Shares"                 any Collins Stewart Hawkpoint Shares of
                                      which any member of the Canaccord Group
                                      is the holder or in which any member of
                                      the Canaccord Group is beneficially
                                      interested

    "Financial Services Authority"    the United Kingdom Financial Services
                                      Authority and any successor or
                                      replacement regulatory body or bodies

    "Forms of Proxy"                  the forms of proxy to be enclosed with
                                      the Scheme Document for use at the
                                      Court Meeting and General Meeting

    "FSA"                             the Financial Services Authority

    "FSMA"                            the Financial Services and Markets Act
                                      2000 and any subordinate legislation
                                      made under it, or any applicable
                                      successor or replacement regulatory
                                      regime in the UK

    "General Meeting"                 the general meeting (or any adjournment
                                      thereof) of the Collins Stewart
                                      Hawkpoint Shareholders to be convened
                                      in connection with the Scheme, expected
                                      to be held as soon as the preceding
                                      Court Meeting shall have been concluded
                                      or adjourned

    "Hawkpoint"                       Hawkpoint Partners Limited

    "Interim Report"                  the interim report and accounts of
                                      Collins Stewart Hawkpoint for the six
                                      months ended 30 June 2011

    "Keefe, Bruyette & Woods"         Keefe, Bruyette & Woods Limited

    "London Stock Exchange"           London Stock Exchange plc

    "Nomura"                          Nomura International plc

    "Offer"                           the proposed acquisition of the entire
                                      issued and to be issued share capital
                                      of Collins Stewart Hawkpoint by
                                      Canaccord to be implemented by means of
                                      the Scheme (or if Canaccord so elects,
                                      a Takeover Offer) on the terms and
                                      subject to the Conditions set out in
                                      this announcement and to be set out in
                                      the Scheme Document (or the Offer
                                      Document (as the case may be)) and,
                                      where the context admits, any
                                      subsequent revision, variation,
                                      extension or renewal thereof

    "Offer Document"                  in the event Canaccord elects to
                                      implement the Offer by means of a
                                      Takeover Offer, the document containing
                                      the Takeover Offer to be sent to
                                      Collins Stewart Hawkpoint Shareholders

    "Official List"                   the Official List of the UK Listing
                                      Authority

    "Opening Position Disclosure"     has the same meaning as in Rule 8 of
                                      the Code

    "Panel"                           the Panel on Takeovers and Mergers

    "Reduction Court Order"           the order of the Court confirming the
                                      Capital Reduction under section 641 of
                                      the Companies Act

    "Registrar"                       the Registrar of Companies in England
                                      and Wales

    "Relevant Regulator"              in respect of Collins Stewart Hawkpoint
                                      or any member of the Wider Collins
                                      Stewart Hawkpoint Group, each and any
                                      regulatory authority to the supervision
                                      and/or authorisation of which it is
                                      subject whether statutory, self-
                                      regulatory or otherwise, including,
                                      without limitation, the FSA, any
                                      settlement system, stock exchange or
                                      listing authority

    "Restricted Jurisdiction"         any such jurisdiction where local laws
                                      or regulations may result in
                                      significant risk of civil, regulatory
                                      or criminal exposure if information
                                      concerning the Offer is sent or made
                                      available to Collins Stewart Hawkpoint
                                      Shareholders in that jurisdiction (in
                                      accordance with Rule 23.2 of the City
                                      Code)

    "Scheme Court Order"              the order of the Court sanctioning the
                                      Scheme under Part 26 of the Companies
                                      Act

    "Scheme Document"                 the document to be sent to Collins
                                      Stewart Hawkpoint Shareholders which
                                      will, among other things, contain the
                                      terms and conditions of the Scheme and
                                      notices convening the Court Meeting and
                                      the General Meeting

    "Scheme Record Time"              anticipated to be 6.00pm on the
                                      Business Day before the Capital
                                      Reduction Hearing

    "Scheme Shareholders"             the holders of Scheme Shares

    "Scheme Shares"                   the Collins Stewart Hawkpoint Shares:

                                      (a)   in issue at the date of the
                                            Scheme Document;

                                      (b)  (if any) issued after the date of
                                            the Scheme Document and prior to
                                            the Voting Record Time; or

                                      (c)  (if any) issued at or after the
                                            Voting Record Time and at or
                                            prior to the Scheme Record Time
                                            either on terms that the original
                                            or any subsequent holders thereof
                                            shall be bound by the Scheme
                                            and/or in respect of which the
                                            original or any subsequent
                                            holders thereof are, or shall
                                            have agreed in writing to be,
                                            bound by the Scheme,  in each
                                            case, excluding any Excluded
                                            Shares

    "Scheme" or "Scheme of            the proposed scheme of arrangement made
    Arrangement"                      under Part 26 of the Companies Act
                                      between Collins Stewart Hawkpoint and
                                      the Scheme Shareholders (with or
                                      subject to any modification, addition
                                      or condition approved or imposed by the
                                      Court and agreed to by Canaccord and
                                      Collins Stewart Hawkpoint) particulars
                                      of which will be set out in the Scheme
                                      Document

    "Takeover Offer"                  the implementation of the Offer by
                                      means of a takeover offer under the
                                      City Code

    "UK authorised person"            a person falling within section 31(1)
                                      (a) of FSMA

    "UKLA"                            the UK Listing Authority, being the
                                      Financial Services Authority Limited
                                      acting in its capacity as the competent
                                      authority for the purposes of Part IV
                                      of the Financial Services and Markets
                                      Act 2000

    "United Kingdom" or "UK"          the United Kingdom of Great Britain and
                                      Northern Ireland

    "US" or "United States"           the United States of America, its
                                      territories and possessions, any State
                                      of the United States of America and the
                                      District of Columbia

    "Voting Record Time"              the time and date specified in the
                                      Scheme Document by reference to which
                                      entitlement to vote on the Scheme will
                                      be determined

    "Wider Canaccord Group"           Canaccord, its subsidiaries, subsidiary
                                      undertakings and associated
                                      undertakings and any other body
                                      corporate, partnership, joint venture
                                      or person in which Canaccord and such
                                      undertakings (aggregating their
                                      interests) have a direct or indirect
                                      interest of 20 per cent. or more of the
                                      voting or equity capital or the
                                      equivalent

    "Wider Collins Stewart            Collins Stewart Hawkpoint, its
    Hawkpoint Group"                  subsidiaries, subsidiary undertakings
                                      and associated undertakings and any
                                      other body corporate, partnership,
                                      joint venture or person in which
                                      Collins Stewart Hawkpoint and such
                                      undertakings (aggregating their
                                      interests) have a direct or indirect
                                      interest of 20 per cent. or more of the
                                      voting or equity capital or the
                                      equivalent

    For the purposes of this announcement, "subsidiary", "subsidiary
    undertaking", "undertaking" and "associated undertaking" have the
    respective meanings given thereto by the Companies Act.

    All references to "pounds", "pounds Sterling", "Sterling", "(pnds stlg)",
    "pence", "penny" and "p" are to the lawful currency of the United
    Kingdom.

    All references to "C$" and "Canadian Dollars" are to the lawful currency
    of Canada.

    All references to "US$", "$" and "US Dollars" are to the lawful currency
    of the United States.

    All the times referred to in this announcement are London times unless
    otherwise stated.

    References to the singular include the plural and vice versa.

SOURCE Canaccord Financial Inc.




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