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INL/INP - Investec - Offer Update - Approval from the Financial Services
Authority
Investec Limited Investec plc
Incorporated in the Republic of South Incorporated in England and Wales
Africa Registration number 3633621
Registration number 1925/002833/06 JSE share code: INP
JSE share code: INL ISIN: GB00B17BBQ50
ISIN: ZAE000081949
(jointly "Investec")
As part of the dual listed company structure, Investec plc and Investec
Limited notify both the London Stock Exchange and the JSE Limited of matters
which are required to be disclosed under the Disclosure, Transparency and
Listing Rules of the United Kingdom Listing Authority (the "UKLA") and/or the
JSE Listing Requirements.
Accordingly, we advise of the following:
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
16 December 2011
Investec plc ("Investec") and The Evolution Group Plc ("Evolution")
Offer Update - Approval from the FSA
Investec and Evolution are pleased to announce that the FSA has today given
its approval for the Offer. The condition to implementation of the Scheme
relating to such approval having been obtained has now been satisfied. All
regulatory and anti-trust conditions to the Scheme have now been satisfied or
waived.
The Scheme remains subject to the satisfaction of certain other conditions,
including the sanction of the Court.
As announced on 13 December 2011, the expected timetable to the Scheme
becoming effective is now as follows:
Suspension of listing of, and dealings in, 4.30 p.m. on 21 December 2011
Evolution Shares
Scheme Record Time 6.00 p.m. on 21 December 2011
Court hearing to sanction the Scheme and 21 December 2011
confirm the Capital Reduction
Effective Date of the Scheme (if the sanction 22 December 2011
of the Court is received)
De-listing of Evolution Shares and Listing of 22 December 2011
New Investec Shares
Latest date for despatch of certificates for on or by 5 January 2012
New Investec Shares
Long-stop date being the date by which the 31 March 2012
Scheme must be implemented (unless otherwise
agreed between Evolution and Investec)
Capitalised terms in this announcement have the same meanings as set out in
the Scheme Document.
Enquiries:
Investec
Ursula Nobrega +44 (20) 7597 5546
Stephen Koseff
Bernard Kantor
Evolution
Alex Snow +44 (20) 7071 4300
Investec Investment Banking (Financial Adviser and Joint
Corporate Broker to Investec)
David Currie +44 (20) 7597 5970
Christopher Baird
James Ireland
Credit Suisse (Financial Adviser to Evolution)
George Maddison +44 (20) 7888 8888
Joe Hannon
Citigate Dewe Rogerson (Financial PR to Investec)
Tom Baldock +44 (20) 7638 9571
Justin Griffiths
Pelham Bell Pottinger (Financial PR to Evolution)
Victoria Geoghegan +44 (20) 7861 3925
Credit Suisse, which is authorised and regulated in the UK by the Financial
Services Authority, is acting exclusively for Evolution and no one else in
connection with the Offer and this announcement and will not be responsible to
anyone other than Evolution for providing the protections afforded to clients
of Credit Suisse or for providing advice in connection with the Offer or any
matter referred to herein.
Investec Investment Banking, a division of Investec Bank plc, which is
authorised and regulated in the UK by the Financial Services Authority, is
acting for Investec and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than Investec for
providing the protections afforded to clients of Investec Investment Banking
or for providing advice in connection with the Offer or any matter referred to
herein.
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 any securities, pursuant to the Offer or otherwise. 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.
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 Evolution 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
proxy and tender offer rules under 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 of the
US 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 US companies.
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
Australia, Canada 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 Investec 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) thereof. 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 Evolution
or Investec prior to, or of Investec after, the Effective Date will be subject
to certain transfer restrictions relating to the Investec Shares received in
connection with the Scheme.
If Investec exercises its right to implement the Offer by way of a Takeover
Offer, the Offer will be made in compliance with applicable US laws and
regulations, including applicable provisions of the tender offer rules under
the Exchange Act, to the extent applicable.
A copy of this announcement will be made available, free of charge, at
www.investec.com or www.evgplc.com by no later than 12 noon (London time) on
the Business Day following the date of this announcement.
You may request a hard copy of this announcement, free of charge, by
contacting the Company Secretary of Investec on +44 (20) 7597 4000 or the
Company Secretary of Evolution on +44 (20) 7071 4300. You may also request
that all future documents, announcements and information to be sent to you in
relation to the Offer should be in hard copy form.
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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel`s Market Surveillance Unit on +44 (0) 20 7638 0129.
Date: 19/12/2011 07:10:48 Supplied by www.sharenet.co.za
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