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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