Recommended Offer Update - Scheme Sanction

 
TIDMCSHP 
 
Recommended Offer 
 
                          by Canaccord Financial Inc. 
 
                                      for 
 
                         Collins Stewart Hawkpoint plc 
 
(to be effected by a scheme of arrangement under Part 26 of the Companies Act 2006) 
 
Scheme sanctioned by the Court 
 
On 15 December 2011, Collins Stewart Hawkpoint plc ("CSH") and Canaccord 
Financial Inc. ("Canaccord") announced that they had reached agreement on the 
terms of a recommended acquisition, to be effected by means of a scheme of 
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), of the 
entire issued and to be issued share capital of CSH by Canaccord. A circular 
containing, amongst other things, notices of the Court Meeting and the General 
Meeting, details of the Scheme and setting out the terms of the Offer (the 
"Scheme Document") was posted to Collins Stewart Hawkpoint Shareholders on 14 
January 2012. The Scheme was approved by the requisite majority of the holders 
of Scheme Shares on 9 February 2012. 
 
The Directors of CSH are pleased to announce that the conditions set out in 
Part III of the Scheme Document have either been satisfied or waived and that 
the Court sanctioned the Scheme today. In order for the Scheme to become 
effective in accordance with its terms, the Court must now confirm the 
Reduction of Capital at the Court hearing which is scheduled to take place on 
21 March 2012. 
 
Following an application by CSH to the UK Listing Authority, trading of Collins 
Stewart Hawkpoint Shares was suspended from 4.30 p.m. (London time) today, 16 
March 2012. It is expected that the Scheme will become effective on 21 March 
2012, and that the listing of the Collins Stewart Hawkpoint Shares on the 
Official List will be cancelled and the Collins Stewart Hawkpoint Shares will 
cease to be admitted to trading on the London Stock Exchange as soon as 
possible after the Scheme becomes effective and in any event by no later than 8 
a.m. (London time) on 22 March 2012. 
 
Unless the context otherwise requires, terms defined in the Scheme Document 
shall have the same meaning in this announcement. 
 
Enquiries: 
 
Collins Stewart Hawkpoint 
 
Tim Ingram                                          [phone] 
 
Mark Brown                                          [phone] 
 
Paul Baines                                         [phone] 
 
Hawkpoint (Joint Financial Adviser to Collins Stewart Hawkpoint) 
 
Charles Williams                                    [phone] 
 
David Tyrrell                                       [phone] 
 
Nomura (Joint Financial Adviser and Rule 3 Adviser 
to Collins Stewart Hawkpoint) 
 
Guy Dawson                                          [phone] 
 
Boris Nedev                                         [phone] 
 
Oliver Tucker                                       [phone] 
 
Canaccord 
 
Scott Davidson                                      [phone] 
 
Jamie Kokoska                                       [phone] 
 
Keefe, Bruyette & Woods (Financial Adviser and 
Joint Broker to Canaccord) 
 
Peter Bang                                          [phone] 
 
Simon Abel                                          [phone] 
 
RBC Capital Markets (Joint Broker and NOMAD to 
Canaccord) 
 
Oliver Hearsey                                      [phone] 
 
Martin Eales 
 
Media Enquiries: 
 
FTI Consulting (PR Adviser to Collins Stewart 
Hawkpoint) 
 
Andrew Walton                                       [phone] 
 
Buchanan Communications (PR Adviser to Canaccord) 
 
Bobby Morse                                         [phone] 
 
Hawkpoint, which is authorised and regulated in the UK by the Financial 
Services Authority, is acting exclusively for Collins Stewart Hawkpoint and no 
one else in connection with the Offer and this announcement and will not be 
responsible to anyone other than Collins Stewart Hawkpoint for providing the 
protections afforded to clients of Hawkpoint or for providing advice in 
connection with the Offer or any matter referred to herein. 
 
Nomura, which is authorised and regulated in the UK by the Financial Services 
Authority, is acting exclusively for Collins Stewart Hawkpoint and no one else 
in connection with the Offerand this announcement and will not be responsible 
to anyone other than Collins Stewart Hawkpoint for providing the protections 
afforded to clients of Nomura or for providing advice in connection with the 
Offer or any matter referred to herein. 
 
Keefe, Bruyette & Woods, which is authorised and regulated in the UK by the 
Financial Services Authority, is acting for Canaccord and no one else in 
connection with the Offer and this announcement and will not be responsible to 
anyone other than Canaccord for providing the protections afforded to clients 
of Keefe, Bruyette & Woods or for providing advice in connection with the Offer 
or any matter referred to herein. 
 
RBC Europe Limited, trading as RBC Capital Markets, which is authorised and 
regulated in the UK by the Financial Services Authority, is acting for 
Canaccord and no one else in connection with the Offer and this announcement 
and will not be responsible to anyone other than Canaccord for providing the 
protections afforded to clients of RBC Capital Markets or for providing advice 
in connection with the Offer or any matter referred to herein. 
 
This announcement has been prepared for the purposes of complying with English 
law and the City Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws of jurisdictions outside the United Kingdom. 
 
The release, publication or distribution of this announcement in certain 
jurisdictions maybe restricted by law. Persons who are not resident in the 
United Kingdom or who are subject to other jurisdictions should inform 
themselves of, and observe, any applicable requirements. 
 
Copies of this announcement are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in or into or 
from any jurisdiction where to do so would violate the laws of that 
jurisdiction and persons receiving such documents (including custodians, 
nominee and trustees) must not mail or otherwise forward, distribute or send it 
in or into or from any Restricted Jurisdiction. 
 
A copy of this announcement will be made available, free of charge, at 
www.collinsstewarthawkpoint.com by no later than 12 noon (London time) on 10 
February 2012. 
 
You may request a hard copy of this announcement, free of charge, by contacting 
the Company Secretary of Collins Stewart Hawkpoint on [phone]. 
 
Dealing disclosure requirements of the Code 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of 
any class of relevant securities of an offeree company or of any paper offeror 
(being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or is likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. An Opening Position Disclosure must contain details of the person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of (i) the offeree company and (ii) any paper offeror(s). An 
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be 
made by no later than 3.30 pm (London time) on the 10th business day following 
the commencement of the offer period and, if appropriate, by no later than 3.30 
pm (London time) on the 10th business day following the announcement in which 
any paper offeror is first identified. Relevant persons who deal in the 
relevant securities of the offeree company or of a paper offeror prior to the 
deadline for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any 
relevant securities of the offeree company or of any paper offeror. A Dealing 
Disclosure must contain details of the dealing concerned and of the person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of (i) the offeree company and (ii) any paper offeror, save 
to the extent that these details have previously been disclosed under Rule 8. A 
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no 
later than 3.30 pm (London time) on the business day following the date of the 
relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be 
a single person for the purpose of Rule 8.3. 
 
Opening Position Disclosures must also be made by the offeree company and by 
any offeror and Dealing Disclosures must also be made by the offeree company, 
by any offeror and by any persons acting in concert with any of them (see Rules 
8.1, 8.2 and 8.4). 
 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made 
can be found in the Disclosure Table on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. You should contact the Panel's Market Surveillance Unit on 
[phone] if you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure. 
 
 
 
END