| Tue 30 Mar 2010, 8:53 | | INL/INP/RBG - Investec/Investec Plc/Rensburg Sheppards Plc - Offer for |
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INL INP
INL INP
INL/INP/RBG - Investec/Investec Plc/Rensburg Sheppards Plc - Offer for
Rensburg Sheppards plc
Investec Limited
Incorporated in the Republic of South Africa
Registration number 1925/002833/06
JSE share code: INL
ISIN: ZAE000081949
Investec plc
Incorporated in England and Wales
Registration number 3633621
JSE share code: INP
ISIN: GB00B17BBQ50
Rensburg Sheppards plc
Incorporated in England and Wales
Registration number 02146011
LSE share code: RBG
ISIN: GB00B0712D26
Offer for Rensburg Sheppards 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
30 March 2010
RECOMMENDED SHARE OFFER
for
Rensburg Sheppards plc ("Rensburg Sheppards")
by
Investec plc ("Investec")
Summary
- The Independent Rensburg Sheppards Directors and the Board of
Directors of Investec are pleased to announce that they have reached
agreement on the terms of a recommended all share offer under which
Investec will acquire the entire issued and to be issued ordinary share
capital of Rensburg Sheppards not already owned by it (the "Offer"). It
is intended that the Offer will be implemented by way of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act.
- Investec currently has an interest in approximately 47 per cent. of
Rensburg Sheppards` existing issued share capital and has a long and
established relationship with Rensburg Sheppards.
- Under the terms of the Offer, Rensburg Sheppards Shareholders will
receive 1.63 fully paid newly issued Investec Shares in exchange for each
fully paid Rensburg Sheppards Share currently held.
- No dividends shall be paid by Rensburg Sheppards between the date of
this announcement and the Effective Date. The Investec Shares issued to
Rensburg Sheppards Shareholders pursuant to the Offer will rank for
Investec`s final dividend in respect of the year ending 31 March 2010,
expected to be paid in August 2010.
- The Offer values each Rensburg Sheppards Share at 916 pence and the
entire issued and to be issued share capital of Rensburg Sheppards at
approximately GBP412 million based on the closing price of Investec of
562 pence on 29 March 2010 (being the last Business Day prior to the date
of this announcement and start of the offer period).
- The value of 916 pence for each Rensburg Sheppards Share represents
a premium of:
- approximately 48 per cent. to the closing mid-market price per
Rensburg Sheppards Share, of 620 pence, on 29 March 2010 (being the
last Business Day prior to the date of this announcement and the
start of the offer period);
- approximately 50 per cent. to the average closing mid-market
price per Rensburg Sheppards Share, of 609 pence, over the one month
trading period to 29 March 2010; and
- approximately 54 per cent. to the average closing mid-market
price per Rensburg Sheppards Share, of 596 pence, for the three
months trading period to 29 March 2010.
- Investec has obtained letters of intent from Schroders Investment
Management Limited and BlackRock Investment Management (UK) Limited to
vote in favour of the Scheme and the resolutions to be passed at the
Court Meeting and to vote in favour of the General Meeting Resolution in
respect of their respective holdings of 3,398,743 and 1,294,833 Rensburg
Sheppards Shares representing approximately 7.7 per cent. and 2.9 per
cent. of the existing issued share capital of Rensburg Sheppards
respectively.
- The new Investec Shares to be issued under the Scheme are expected
to represent approximately 7.8 per cent. of the issued share capital of
Investec and 5.1 per cent. of the combined issued share capital of
Investec and Investec Limited in each case as enlarged by the acquisition
of Rensburg Sheppards.
- Investec is a public limited company registered in England and
Wales. The Investec Shares are listed on the Official List and are traded
on the London Stock Exchange and are a constituent of the FTSE 100 index.
Investec is an international, specialist bank and asset manager that
provides a diverse range of financial products and services to a select
client base. Investec is organised as a network comprising five business
divisions: Private Client Activities, Capital Markets, Investment
Banking, Asset Management and Property Activities. Upon completion of the
Offer, Rensburg Sheppards will become part of Investec`s Private Client
Activities division.
- Rensburg Sheppards is a public limited company registered in England
and Wales. The Rensburg Sheppards Shares are listed on the Official List
of the London Stock Exchange. Rensburg Sheppards has a long history of
providing investment management services from its origins dating back to
the mid-nineteenth century. In its current form Rensburg Sheppards came
about through the reverse merger of Investec`s Carr Sheppards Crosthwaite
Limited business with the then Rensburg plc. The merger transformed
Rensburg Sheppards into a leading investment management firm in the UK.
Rensburg Sheppards provides high quality professional advice and services
to its clients. It has a broad geographic spread with eleven regional
offices throughout the UK and approximately 600 employees. The Rensburg
Sheppards Group had funds under management of GBP12.3 billion as at 31
December 2009 and comprises Rensburg Sheppards Investment Management and
Rensburg Fund Management.
- Investec`s current plans for Rensburg Sheppards do not involve any
material change in its executive management team, operating structure or
commercial offering. There is limited overlap between Investec and
Rensburg Sheppards operations ensuring continuity for clients and
employees.
- As Stephen Koseff and Bernard Kantor are directors of both
companies, they have absented themselves from all deliberations of the
Rensburg Sheppards board in connection with the Offer, accordingly the
Offer has been considered and recommended by the Independent Rensburg
Sheppards Directors.
- The Independent Rensburg Sheppards Directors, who have been so
advised by Fenchurch Advisory Partners, consider the terms of the Offer
to be fair and reasonable. In providing advice to the Independent
Rensburg Sheppards Directors, Fenchurch Advisory Partners has taken into
account the commercial assessments of these directors. In addition, the
Independent Rensburg Sheppards Directors consider the terms of the Offer
to be in the best interests of Rensburg Sheppards Shareholders as a
whole. Accordingly, the Independent Rensburg Sheppards Directors intend
to recommend unanimously that Rensburg Sheppards Shareholders vote in
favour of the Scheme at the Court Meeting and in favour of the General
Meeting Resolution, as they have irrevocably undertaken to do themselves
in respect of their own beneficial holdings of 129,948 Rensburg Sheppards
Shares (representing as at the date of this announcement, in aggregate,
approximately 0.3 per cent. of the existing issued share capital of
Rensburg Sheppards).
- The Offer is conditional, among other things, on certain regulatory
conditions being fulfilled to the reasonable satisfaction of Investec and
Rensburg Sheppards, the passing of resolutions by Rensburg Sheppards
Shareholders and the sanction of the Court.
- It is expected that the Scheme Document will be posted to Rensburg
Sheppards Shareholders in late April and the Court Meeting and General
Meeting are expected to take place in late May or early June 2010.
Further details will be set out in the Scheme Document.
- Commenting on the Offer, Christopher Clarke, Chairman of Rensburg
Sheppards, said:
- "The independent directors of Rensburg Sheppards are pleased to
recommend this offer which is an attractive outcome for our shareholders,
clients and employees. The offer values Rensburg Sheppards at a
significant premium to its current share price and the offer
consideration is in the form of a more liquid FTSE 100 security. This
combination is underpinned by a compelling fit and sees Rensburg
Sheppards becoming part of a major and respected international financial
services group."
Commenting on the Offer, Steve Elliott, Chief Executive of Rensburg Sheppards,
said:
"Rensburg Sheppards is a successful business with a respected brand,
experienced and knowledgeable employees and a loyal client base. This
transaction provides clarity over our ownership and is enhanced by a strong
strategic fit and common vision. With very limited overlap between Rensburg
Sheppards` and Investec`s existing operations, continuity will be ensured for
clients and employees. Being part of Investec will reinforce the strong
momentum in our business and we will be well placed to grow organically and
through participation in industry consolidation."
Commenting on the Offer, Stephen Koseff, Chief Executive of Investec, said:
"Rensburg Sheppards has been a good investment for Investec over the past few
years and the proposal we have announced today is the natural next step for
both businesses. Investec`s wealth and asset management activities have grown
strongly in recent times and we believe that Rensburg Sheppards will thrive as
part of the Investec Group. We look forward to supporting Rensburg Sheppards
and enhancing our strategic position by building an even stronger business in
this core area of the market."
Commenting on the Offer, Bernard Kantor, Managing Director of Investec, said:
"We have an already strong and close relationship which is being reinforced
with today`s announcement. We have been impressed by how well the business has
performed and look forward to investing in its future development. This
transaction is consistent with our strategy of growing our asset management
and private client platforms and delivering superior service and products to
our customers."
Enquiries:
Investec
Ursula Nobrega +44 (0) 20 7597 5546
Stephen Koseff
Bernard Kantor
Rensburg Sheppards
Christopher Clarke +44 (0) 20 7597 1234
Steve Elliott
Jonathan Wragg
Goldman Sachs International (Financial
Adviser and Sponsor to Investec)
Luigi Rizzo +44 (0) 20 7774 1000
Dirk Lievens
John Brennan
Fenchurch Advisory Partners (Financial
Adviser to Rensburg Sheppards)
Malik Karim +44 (0) 20 7382 2222
Graham Marchant
BofA Merrill Lynch (Corporate Broker to
Investec)
Paul Frankfurt +44 (0) 20 7628 1000
Will Smith
Numis Securities (Corporate Broker to
Rensburg Sheppards)
Christopher Wilkinson +44 (0) 20 7260 1347
Andrew Holloway
Citigate (Public Relations Adviser to
Investec)
Jonathan Clare +44 (0) 20 7638 9571
Tom Baldock
Ged Brumby
Hudson Sandler (Public Relations Adviser
to Rensburg Sheppards)
Nick Lyon +44 (0) 20 7796 4133
Michael Sandler
The Offer will be made on the terms and subject to the conditions and further
terms set out herein in Appendix I to this announcement and the further terms
and conditions 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 Independent Rensburg Sheppards Directors
and letters of intent received from Rensburg Sheppards Shareholders is
contained in Appendix III to this announcement. Certain terms used in this
announcement are defined in Appendix IV to this announcement.
Goldman Sachs International, 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 Goldman Sachs International or for providing advice in connection with the
Offer or any matter referred to herein.
Fenchurch Advisory Partners, which is authorised and regulated in the UK by
the Financial Services Authority, is acting exclusively for Rensburg Sheppards
and no one else in connection with the Offer and this announcement and will
not be responsible to anyone other than Rensburg Sheppards for providing the
protections afforded to clients of Fenchurch Advisory Partners or for
providing advice in connection with the Offer or any matter referred to
herein.
Merrill Lynch International (a subsidiary of Bank of America Corporation)
("BofA Merrill Lynch"), which is authorised and regulated in the UK by the
Financial Services Authority, is acting as corporate broker for Investec and
no one else in connection with the contents of this document and will not be
responsible to anyone other than Investec for providing the protections
afforded to clients of BofA Merrill Lynch or for providing advice in
connection with this document or any matter referred to herein.
Numis Securities Limited, which is authorised and regulated in the UK by the
Financial Services Authority, is acting as corporate broker for Rensburg
Sheppards and for no one else in connection with the contents of this document
and will not be responsible to anyone other than Rensburg Sheppards for
providing the protections afforded to clients of Numis Securities Limited, or
for providing advice in relation to the contents of this document or any
matters referred to herein.
This announcement is for informational 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. 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. Rensburg Sheppards will
prepare the Scheme Document to be distributed to Rensburg Sheppards
Shareholders. Rensburg Sheppards and Investec urge Rensburg Sheppards
Shareholders to read the Scheme Document when it becomes available because it
will contain important information in relation 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.
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.
Unless otherwise determined by Investec or required by the City Code, and
permitted by applicable law and regulation, the Offer will not be made,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction, and the Offer will not be
capable of acceptance from or within a Restricted Jurisdiction. Accordingly,
copies of this announcement and all documents relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any purported
acceptance of the Offer.
The availability of the Offer to Rensburg Sheppards 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 Rensburg
Sheppards 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.
Forward Looking Statements
This announcement contains statements about Investec and Rensburg Sheppards
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 Investec`s or Rensburg Sheppards` operations
and potential synergies resulting from the Offer; and (iii) the effects of
government regulation on Investec`s or Rensburg Sheppards` 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 at the date hereof.
Investec and Rensburg Sheppards disclaim any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or will, as a
result of any transaction, become, "interested" (directly or indirectly) in 1
per cent. or more of any class of "relevant securities" of Investec or of
Rensburg Sheppards (as applicable), all "dealings" in any "relevant
securities" of Investec or Rensburg Sheppards (as applicable) (including by
means of an option in respect of, or a derivative referenced to, any such
"relevant securities") must be publicly disclosed by no later than 3.30 p.m.
(London time) on the Business Day following the date of the relevant
transaction. This requirement will continue until the Effective Date or on the
date the Scheme is otherwise withdrawn. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Investec or of Rensburg
Sheppards, they will be deemed to be a single person for the purpose of Rule
8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Investec or of Rensburg Sheppards by Investec or Rensburg
Sheppards, or by any of their respective "associates", must be disclosed by no
later than 12.00 noon (London time) on the Business Day following the date of
the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Panel`s website at
http://www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on
the Panel`s website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, please contact an independent
financial adviser authorised under the Financial Services and Markets Act
2000, consult the Panel`s website at http://www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (0) 20 7638 0129 or fax +44 (0) 20
7236 7013.
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 Rensburg Sheppards Directors and letters of intent
provided by Rensburg Sheppards Shareholders and Appendix IV contains
definitions of certain expressions used in this summary and in this
announcement.
Publication on Website and availability of Hard Copies
A copy of this announcement will be made available, free of charge, at
www.investec.com and www.rensburgsheppards.plc.uk by no later than 12 noon
(London time) on 31 March 2010.
You may request a hard copy of this announcement, free of charge, by
contacting Capita Registrars on 0870 162 3131. 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.
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
30 March 2010
RECOMMENDED SHARE OFFER
for
Rensburg Sheppards plc ("Rensburg Sheppards")
by
Investec plc ("Investec")
1. Introduction
The Independent Rensburg Sheppards Directors and the Board of Directors of
Investec are pleased to announce that they have reached agreement on the terms
of a recommended all share offer under which Investec will acquire the entire
issued and to be issued ordinary share capital of Rensburg Sheppards, not
already owned by it (the "Offer").
Investec currently has an interest in approximately 47 per cent. of Rensburg
Sheppards` existing issued share capital and accordingly the proposed Offer is
based on the established relationship between Rensburg Sheppards and Investec.
2. The Offer
It is intended that the Offer will be implemented by way of a Court sanctioned
scheme of arrangement under Part 26 of the Companies Act.
Under the Offer, which 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, Rensburg Sheppards Shareholders will be
entitled to receive:
for each fully paid 1.63 fully paid newly
Rensburg Sheppards Share issued Investec Shares
currently held
No dividends shall be paid by Rensburg Sheppards between the date of this
announcement and the Effective Date. The Investec Shares issued to Rensburg
Sheppards Shareholders pursuant to the Offer will rank for Investec`s final
dividend in respect of the year ending 31 March 2010, expected to be paid in
August 2010.
The Offer values each Rensburg Sheppards Share at 916 pence and the entire
issued and to be issued share capital of Rensburg Sheppards at approximately
GBP412 million based on the closing price of Investec of 562 pence on 29 March
2010 (being the last Business Day prior to the date of this announcement and
start of the offer period).
The value of 916 pence for each Rensburg Sheppards Share represents a premium
of:
- approximately 48 per cent. to the closing mid-market price per
Rensburg Sheppards Share, of 620 pence, on 29 March 2010 (being the last
Business Day prior to the date of this announcement and the start of the
offer period);
- approximately 50 per cent. to the average closing mid-market price
per Rensburg Sheppards Share, of 609 pence, over the one month trading
period to 29 March 2010; and
- approximately 54 per cent. to the average closing mid-market price
per Rensburg Sheppards Share, of 596 pence, for the three months trading
period to 29 March 2010.
The new Investec Shares to be issued under the Scheme are expected to
represent approximately 7.8 per cent. of the issued share capital of Investec
and 5.1 per cent. of the combined issued share capital of Investec and
Investec Limited in each case as enlarged by the acquisition of Rensburg
Sheppards.
The new Investec Shares will be issued credited as fully paid and will rank
pari passu in all respects with existing Investec Shares. The new Investec
Shares will be issued on the Scheme becoming effective to Rensburg Sheppards
Shareholders on the register at the close of business at the Scheme Record
Time.
Fractions of new Investec Shares will not be allotted or issued pursuant to
the Offer and will be disregarded.
It is expected that the Scheme Document will be posted to Rensburg Sheppards
Shareholders in late April and the Court Meeting and General Meeting are
expected to take place in late May or early June 2010. Further details will be
set out in the Scheme Document. Investec will be preparing a prospectus for
the purposes of section 85(1) of the Financial Services and Markets Act 2000,
which will be made available on www.investec.com on or around the date of
posting of the Scheme Document.
3. Independent Rensburg Sheppards Directors
As Stephen Koseff and Bernard Kantor are directors of both companies, they
have absented themselves from all deliberations of the Rensburg Sheppards
board in connection with the Offer, accordingly the Offer will only be
considered and recommended by the Independent Rensburg Sheppards Directors.
The lndependent Rensburg Sheppards Directors (as at the date of this
announcement) are Christopher Clarke, Steve Elliott, Jonathan Wragg, David
Bulteel, Michael Haan, Robert Lister, Ian Maxwell Scott, Jonathan Seal, Isla
Smith, Tomas Street, Judith Price and Simon Kaye.
4. Background to and reasons for the Offer
As a specialist bank and asset manager, the Investec Group has focused on
developing a balanced and diversified portfolio of businesses serving the
needs of select market niches where it can compete effectively. The Investec
Group`s wealth and asset management activities have developed strongly over
the past few years and are important and core components of its business
model.
The Investec Group seeks to maintain an appropriate balance between revenue
earned from operational risk businesses and revenue earned from financial risk
businesses. This ensures that the Investec Group is not over reliant on any
one part of its business to sustain its activities and that it has a large
recurring revenue base that the directors of Investec believe enable it to
better navigate through varying cycles and to support its long-term growth
objectives.
The Investec Group`s current strategic objectives include increasing the
proportion of its non-lending revenue base and moving the organisation onto
the front foot thereby capitalising on opportunities within the dislocated
financial system. Against this background, the Investec Group intends to
continue to strengthen and develop its wealth and asset management and private
client platforms.
In its current form Rensburg Sheppards came about on 6 May 2005 through the
reverse merger of Investec`s Carr Sheppards Crosthwaite Limited`s business
with the then Rensburg plc. Following that transformational merger, Investec
retained a major shareholding and currently has an approximate 47 per cent.
interest in Rensburg Sheppards` issued share capital.
During the five year period that Investec has been a major shareholder of
Rensburg Sheppards, the company has made strong progress in developing and
growing its business and has been successful in its business strategy. As a
shareholder, Investec has benefited from the business development, share price
performance and consistent dividend stream that have been delivered. Investec
believes that Rensburg Sheppards` business is a core component of the Investec
Group and this has been indicated by Investec`s continued shareholding level
and support.
Investec intends to retain Rensburg Sheppards` brand for the business acquired
in order to maximise the opportunity in the UK onshore market and is
enthusiastic about supporting Rensburg Sheppards` continued business
development including any future consolidation strategy.
Investec believes that this combination of Investec`s existing wealth
management businesses with that of Rensburg Sheppards will create a strong
wealth management platform allowing it to significantly enhance its strategic
position and that there is great potential to generate longer term value and a
more stable future for the combined business and its employees following
completion of this transaction.
5. Recommendation
The Independent Rensburg Sheppards Directors, who have been so advised by
Fenchurch Advisory Partners, consider the terms of the Offer to be fair and
reasonable. In providing advice to the Independent Rensburg Sheppards
Directors, Fenchurch Advisory Partners has taken into account the commercial
assessments of the Independent Rensburg Sheppards Directors. In addition, the
Independent Rensburg Sheppards Directors consider the terms of the Offer to be
in the best interests of Rensburg Sheppards Shareholders as a whole.
Accordingly, the Independent Rensburg Sheppards Directors intend to recommend
unanimously that Rensburg Sheppards Shareholders vote in favour of the Scheme
at the Court Meeting and in favour of the General Meeting Resolution, as they
have irrevocably undertaken to do themselves in respect of their own
beneficial holdings of 129,948 Rensburg Sheppards Shares (representing as at
the date of this announcement, in aggregate, approximately 0.3 per cent. of
the existing issued share capital of Rensburg Sheppards).
6. Irrevocable undertakings and letters of intent
Investec has received irrevocable undertakings from each of the Independent
Rensburg Sheppards Directors to vote or procure the vote in favour of the
resolutions to be proposed at the Court Meeting and the General Meeting in
respect of their own beneficial holdings of 129,948 Rensburg Sheppards Shares,
representing approximately 0.3 per cent. of the existing issued share capital
of Rensburg Sheppards. The undertakings given by the Independent Rensburg
Sheppards Directors cease to be binding if the Scheme is withdrawn or lapses,
unless Investec exercises its right to announce a Takeover Offer for the
entire issued share capital of Rensburg Sheppards, not already owned by it, in
which case it shall cease to have effect on the withdrawal or lapsing of the
Takeover Offer. The Independent Rensburg Sheppards Directors hold a total of
401,127 Rensburg Sheppards Shares (representing as at the date of this
announcement, in aggregate, approximately 0.9 per cent. of the existing issued
share capital of Rensburg Sheppards) through the Rensburg Sheppards Employee
Benefit Trust which are not capable of being subject to irrevocable
undertakings.
Investec has obtained letters of intent from Schroders Investment Management
Limited and BlackRock Investment Management (UK) Limited to vote in favour of
the Scheme and the resolutions to be passed at the Court Meeting and to vote
in favour of the General Meeting Resolution in respect of their respective
holdings of 3,398,743 and 1,294,833 Rensburg Sheppards Shares representing
approximately 7.7 per cent. and 2.9 per cent. of the existing issued share
capital of Rensburg Sheppards respectively.
Further details of these irrevocable undertakings and the letters of intent
are set out in Appendix III to this announcement.
7. Background to and reasons for the recommendation
In assessing the Offer from Investec, the Independent Rensburg Sheppards
Directors have taken into account a number of factors, including:
- The Offer represents a premium of approximately 48 per cent. to the
closing mid-market price of per Rensburg Sheppards Share, of 620 pence,
on 29 March 2010 (being the last Business Day prior to the date of this
announcement);
- The consideration offered provides Rensburg Sheppards Shareholders
an interest in a more liquid FTSE 100 security;
- Investec intends to strengthen further its presence in wealth and
asset management and Rensburg Sheppards forms a core strategic component
of the Investec Group;
- Investec is a strong partner to support the strategic development
and growth of Rensburg Sheppards for the benefit of all stakeholders; and
- Clients and employees will benefit from being part of a major and
respected international financial services organisation.
In consideration of these factors the Independent Rensburg Sheppards Directors
unanimously recommend the Offer to Rensburg Sheppards Shareholders as set out
in paragraph 5 above.
8. Information on the Investec Group
The Investec Group is an international, specialist bank and asset manager that
provides a diverse range of financial products and services to a select client
base. It was founded as a leasing company in Johannesburg in 1974, acquired a
banking licence in 1980 and was listed on the JSE Limited South Africa in
1986.
In July 2002 the Investec Group implemented a dual listed companies structure,
which synthetically merged Investec, listed on the Official List and traded on
the London Stock Exchange with Investec Limited, which is listed on the
Johannesburg Stock Exchange. Investec also has a secondary listing on the
Johannesburg Stock Exchange. Investec is a constituent of the FTSE 100 index
and together with Investec Limited has a pro forma market capitalisation of
approximately GBP4.2 billion. In 2003 the Investec Group concluded a
significant empowerment transaction in which the Investec Group`s empowerment
partners collectively acquired a 25.1 per cent. stake in the issued share
capital of Investec Limited.
The Investec Group has expanded through a combination of substantial organic
growth and a series of strategic acquisitions. It now has an efficient
integrated international business platform offering all of its core activities
in the United Kingdom and South Africa, with select activities also in
Australia.
The Investec Group is organised as a network comprising five business
divisions: Private Client Activities, Capital Markets, Investment Banking,
Asset Management and Property Activities. Its head office provides certain
group-wide integrating functions and is also responsible for its central
funding and the Trade Finance business.
For the year ended 31 March 2009 the Investec Group reported operating profit
(net profit before tax, goodwill and non-operating items but after earnings
attributable to minorities) of GBP397.0 million (GBP216.0 million for the six
months ended 30 September 2009), assets of GBP37.1 billion (GBP40.3 billion
for the six months ended 30 September 2009) and total capital resources of
GBP3.8 billion (GBP4.1 billion for the six months ended 30 September 2009).
On the 18 March 2010, the Investec Group announced its pre-close briefing for
the financial year ending 31 March 2010. For the year ending 31 March 2010,
the Investec Group expects operating profit (net profit before tax, goodwill
and non-operating items but after earnings attributable to minorities) to be
marginally higher than the prior year. Since 31 March 2009 to 28 February 2010
loans and advances have increased 10 per cent. to GBP17.8 billion, customer
deposits have increased 37 per cent. to GBP20.0 billion and funds under
management have increased 42 per cent. to GBP69.4 billion (including GBP12.3
billion relating to Rensburg Sheppards as at 31 December 2009). The Investec
Group has a strong liquidity position and has approximately GBP9 billion of
cash and near cash available to support its activities. The total and tier 1
capital adequacy ratios are expected to be 15.5 per cent. and 11.0 per cent.,
respectively, for Investec as at 31 March 2010.
9. Information on Rensburg Sheppards
Rensburg Sheppards is a public limited company registered in England and
Wales. Rensburg Sheppards Shares are listed on the Official List of the London
Stock Exchange. It has a long history of providing investment management
services from its origins dating back to the mid nineteenth century. In its
current form Rensburg Sheppards came about through the reverse merger of
Investec`s Carr Sheppards Crosthwaite Limited business with the then Rensburg
plc. The merger transformed Rensburg Sheppards into a leading investment
management firm in the UK.
Rensburg Sheppards provides high quality professional advice and services to
its clients. It has a broad geographic spread with eleven regional offices
throughout the UK and approximately 600 employees. The group had funds under
management of GBP12.3 billion at 31 December 2009 and comprises Rensburg
Sheppards Investment Management and Rensburg Fund Management.
Rensburg Sheppards Investment Management provides investment management
services for private clients, charities, pension schemes and trusts. It also
provides independent financial planning advice for private clients and
businesses. Rensburg Sheppards Investment Management had GBP11.0 billion funds
under management as at 31 December 2009 of which GBP8.1 billion related to
discretionary mandates and GBP2.9 billion related to non-discretionary
mandates.
Rensburg Fund Management is the group`s fund management division. It manages a
range of unit trusts and provides specialist fund management services for
segregated portfolios. It had GBP1.3 billion in funds under management as at
31 December 2009.
For the year ended 31 March 2009, Rensburg Sheppards reported net revenue of
GBP110.3 million (GBP51.6 million for the six months ended 30 September 2009),
profit before tax of GBP30.5 million (GBP12.5 million for the six months ended
30 September 2009) and earnings per share of 49.0 pence (20.4 pence for the
six months ended 30 September 2009). Net assets as at 31 March 2009 were
GBP197.7 million (GBP200 million as at 30 September 2009).
10. Management, employees and locations
Investec`s current plans for Rensburg Sheppards do not involve any material
change in its executive management team, operating structure or commercial
offering. There is limited overlap between Investec and Rensburg Sheppards`
operations ensuring continuity for clients and employees. Investec does not
intend to change Rensburg Sheppards` places of business. Following the
completion of the Offer, the existing employment rights, including pension
rights, of the management and employees of Rensburg Sheppards will be fully
safeguarded.
11. Rensburg Sheppards Share Scheme
At the same time as, or as soon as practicable following, publication of the
Scheme Document, Rensburg Sheppards will write to participants in the Rensburg
Sheppards Share Scheme to inform them of the effect of the Offer on their
rights under the Rensburg Sheppards Share Scheme and to set out appropriate
proposals.
12. Implementation Agreement
Rensburg Sheppards and Investec have entered into the Implementation
Agreement, which contains certain obligations in relation to the
implementation of the Scheme and the conduct of Rensburg Sheppards` operations
prior to the Effective Date or termination of such agreement. In particular,
the Implementation Agreement contains the following principal provisions:
Conduct of business between the date of announcement and the Effective Date
and Dividends
Pursuant to the Implementation Agreement Rensburg Sheppards has undertaken
(without prejudice to Rule 21.1 of the City Code) that until the earlier of
(i) the Effective Date and (ii) termination of the Implementation Agreement in
accordance with its terms, it shall not, and it shall procure that no member
of the Rensburg Sheppards Group shall (without the prior written consent of
the Investec):
- carry on business other than in the ordinary course (including
anything deemed by the Panel to be in the ordinary course) and consistent
with past practice; or
- take any action which would be reasonably likely to delay or
prejudice, or increase the cost of, the Offer including but not limited
to (i) the allotment, issue or proposal relating to an allotment or issue
of any share capital or any securities convertible into share capital, or
rights or options to subscribe for or acquire any share capital (of
itself or Rensburg Sheppards); or (ii) issue or grant of any options or
awards under any employee share plans of the Rensburg Sheppards Group or
amend any of its Group`s employee share plans; or
- declare, make or propose any dividend or other distribution.
Termination provisions
The Implementation Agreement may, subject to compliance with the City Code and
the requirements of the Panel, terminate in certain circumstances, including:
(a) if a Condition becomes incapable of satisfaction or is invoked so as
to cause the Offer not to proceed in circumstances where such invocation
is in accordance with the Code;
(b) if Rensburg Sheppards Shareholders do not vote to approve the Offer
at the Court Meeting or the General Meeting Resolution are not approved
at the General Meeting;
(c) if the Court Order is not granted or (save as the parties may agreed
in writing) the Effective Date has not occurred on or before 30 September
2010;
(d) by notice in writing from Investec to Rensburg Sheppards if the
Independent Directors have withdrawn or adversely modified or qualified
their recommendation to Rensburg Sheppards Shareholders to vote in favour
of the Scheme and the General Meeting Resolution and either (i) the Panel
consents to Investec withdrawing its offer (while structured as a Scheme)
or (ii) a Third Party Transaction becomes or is declared wholly
unconditional or is completed; or
(e) if Investec elects to implement the Offer by way of a Takeover
Offer, and if the Takeover Offer once announced under Rule 2.5 of the
Code lapses in accordance with its terms or is withdrawn.
Further information regarding the Implementation Agreement will be set out in
the Scheme Document.
13. Structure of the Scheme
It is intended that the acquisition of the Rensburg Sheppards Shares 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 Rensburg Sheppards and
the Rensburg Sheppards Shareholders and is subject to the approval of the
Court.
The purpose of the Scheme is to provide for Investec to become the holder of
the entire issued and to be issued ordinary share capital of Rensburg
Sheppards not already directly or indirectly owned by it. This is to be
achieved by the cancellation of the Scheme Shares held by Rensburg Sheppards
Shareholders and the application of the reserve arising from such cancellation
in paying up in full such number of new Rensburg Sheppards shares, which is
equal to the number of Scheme Shares cancelled, and issuing the same to
Investec. Investec will then issue new Investec Shares to Rensburg Sheppards
Shareholders on the register of members at the Scheme Record Time on the basis
set out above.
To become effective, the Scheme requires, 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, together with the sanction
of the Court and the passing by the Scheme Shareholders of a special
resolution necessary to implement the Scheme at the General Meeting. In
addition, both the Scheme and the Capital Reduction must be approved by the
Court.
The Scheme is also 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 Rensburg Sheppards Shareholders have been
obtained and the other Conditions have been satisfied or (where applicable)
waived, the Scheme will become effective upon the confirmation of the Capital
Reduction by the Court and delivery of the Reduction Court Order to the
Registrar of Companies. Subject to receipt of the requisite regulatory
approvals, the Scheme is expected to become effective by the end of June 2010.
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.
Rensburg Sheppards Shares will be acquired pursuant to the Scheme fully paid
and free from all licences, 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
and retain in full all dividends and other distributions declared, made or
paid on or after the date of their issue.
Investec reserves the right to elect to implement the acquisition of the
Rensburg Sheppards Shares not already owned by it by way of a Takeover Offer
as an alternative to the Scheme. Any such Takeover Offer will be subject to an
acceptance condition of Investec having acquired (whether pursuant to the
Offer or otherwise) such percentage (being more than fifty per cent.) of the
Rensburg Sheppards Shares, as Investec may decide, having consulted with
Rensburg Sheppards and 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 an indicative timetable for its
implementation, together with how Scheme Shareholders may participate in the
Court Meeting and General Meeting, will be contained in the Scheme Document.
14. Disclosure of interests in Rensburg Sheppards Shares
Investec is interested in 20,657,000 Rensburg Sheppards Shares. This figure
includes the current holdings of Investec and its subsidiaries.
Save as mentioned above, neither Investec, nor, so far as Investec is aware,
the directors of Investec nor any party acting in concert with Investec, has
an interest in or right to subscribe for relevant securities of Rensburg
Sheppards or has any short position in relation to the relevant securities of
Rensburg Sheppards (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, any agreement
to sell or any delivery obligation or right to require another person to
purchase or take delivery of any relevant securities of Rensburg Sheppards.
Neither Investec, nor, so far as Investec is aware, any persons acting in
concert with Investec has borrowed or lent any relevant securities (save for
any borrowed shares which have either been on-lent or sold).
Neither Investec nor, so far as Investec is aware, any persons acting in
concert with Investec has any arrangement in relation to Rensburg Sheppards
Shares, or any securities convertible or exchangeable into Rensburg Sheppards
Shares or options (including traded options) in respect of, or derivatives
referenced to, Rensburg Sheppards Shares. For these purposes, "arrangement"
includes an indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to relevant securities which
is, or may be, an inducement to deal or refrain from dealing in such
securities.
15. Overseas Shareholders
The availability of the Offer 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 shareholders will be
contained in the Scheme Document.
16. Delisting and re-registration
Upon or shortly after the Scheme becoming effective, the London Stock Exchange
will be requested to cancel trading in Rensburg Sheppards Shares on the London
Stock Exchange`s market for listed securities and the UK Listing Authority
will be requested to cancel the listing of the Rensburg Sheppards Shares from
the Official List.
On the Effective Date, share certificates in respect of the Rensburg Sheppards
Shares will cease to be valid and should be destroyed. In addition,
entitlements to Rensburg Sheppards Shares held within the CREST system will be
cancelled on the Effective Date.
It is also proposed that following the Effective Date, Rensburg Sheppards will
be re-registered as a private limited company.
17. Issued Share Capital
In accordance with Rule 2.10 of the Code, as at the close of business on 29
March 2010, Investec plc had in issue 471,113,064 Investec Shares (ISIN
GB00B17BBQ50) and Investec Limited had in issue 269,766,932 Investec Limited
Shares.
In accordance with Rule 2.10 of the City Code, Rensburg Sheppards confirms
that as at the close of business on 29 March 2010, Rensburg Sheppards had in
issue 43,897,094 Rensburg Sheppards Shares (ISIN GB00B0712D26).
18. General
The Offer will be made on the terms and subject to the conditions and further
terms set out in Appendix I to this announcement and the further terms and
conditions 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 Independent Rensburg Sheppards Directors
and letters of intent provided by other Rensburg Sheppards shareholders is
contained in Appendix III to this announcement. Certain terms used in this
announcement are defined in Appendix IV to this announcement.
Goldman Sachs International, 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 Goldman Sachs International or for providing advice in connection with the
Offer or any matter referred to herein.
Fenchurch Advisory Partners, which is authorised and regulated in the UK by
the Financial Services Authority, is acting exclusively for Rensburg Sheppards
and no one else in connection with the Offer and this announcement and will
not be responsible to anyone other than Rensburg Sheppards for providing the
protections afforded to clients of Fenchurch Advisory Partners or for
providing advice in connection with the Offer or any matter referred to
herein.
Merrill Lynch International (a subsidiary of Bank of America Corporation)
("BofA Merrill Lynch"), which is authorised and regulated in the UK by the
Financial Services Authority, is acting as corporate broker for Investec and
no one else in connection with the contents of this document and will not be
responsible to anyone other than Investec for providing the protections
afforded to clients of BofA Merrill Lynch or for providing advice in
connection with this document or any matter referred to herein.
Numis Securities Limited, which is authorised and regulated in the UK by the
Financial Services Authority, is acting as corporate broker for Rensburg
Sheppards and for no one else in connection with the contents of this document
and will not be responsible to anyone other than Rensburg Sheppards for
providing the protections afforded to clients of Numis Securities Limited, or
for providing advice in relation to the contents of this document or any
matters referred to herein.
This announcement is for informational 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. 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. Rensburg Sheppards will
prepare the Scheme Document to be distributed to Rensburg Sheppards
Shareholders. Rensburg Sheppards and Investec urge Rensburg Sheppards
Shareholders to read the Scheme Document when it becomes available because 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.
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.
Unless otherwise determined by Investec or required by the City Code, and
permitted by applicable law and regulation, the Offer will not be made,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction, and the Offer will not be
capable of acceptance from or within a Restricted Jurisdiction. Accordingly,
copies of this announcement and all documents relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Offer (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any purported
acceptance of the Offer.
The availability of the Offer to Rensburg Sheppards 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 Rensburg
Sheppards 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.
Forward looking statements
This announcement contains statements about Investec and Rensburg Sheppards
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 Investec`s or Rensburg Sheppards` operations
and potential synergies resulting from the Offer; and (iii) the effects of
government regulation on Investec`s or Rensburg Sheppards` 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.
Investec and Rensburg Sheppards disclaim any obligation to update any forward
looking or other statements contained herein, except as required by applicable
law.
Enquiries:
Investec
Ursula Nobrega +44 (0) 20 7597 5546
Stephen Koseff
Bernard Kantor
Rensburg Sheppards
Christopher Clarke +44 (0) 20 7597 1234
Steve Elliott
Jonathan Wragg
Goldman Sachs International (Financial
Adviser and Sponsor to Investec)
Luigi Rizzo +44 (0) 20 7774 1000
Dirk Lievens
John Brennan
Fenchurch Advisory Partners (Financial
Adviser to Rensburg Sheppards)
Malik Karim +44 (0) 20 7382 2222
Graham Marchant
BofA Merrill Lynch (Corporate Broker to
Investec)
Paul Frankfurt +44 (0) 20 7628 1000
Will Smith
Numis Securities (Corporate Broker to
Rensburg Sheppards)
Christopher Wilkinson +44 (0) 20 7260 1347
Andrew Holloway
Citigate (Public Relations Adviser to
Investec)
Jonathan Clare +44 (0) 20 7638 9571
Tom Baldock
Ged Brumby
Hudson Sandler (Public Relations Adviser
to Rensburg Sheppards)
Nick Lyon +44 (0) 20 7796 4133
Michael Sandler
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or will, as a
result of any transaction, become, "interested" (directly or indirectly) in 1
per cent. or more of any class of "relevant securities" of Investec or of
Rensburg Sheppards , all "dealings" in any "relevant securities" of Investec
or Rensburg Sheppards (as applicable) (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities")
must be publicly disclosed by no later than 3.30 p.m. (London time) on the
Business Day following the date of the relevant transaction. This requirement
will continue until the Effective Date or date on which the Scheme is
otherwise withdrawn. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Investec or of Rensburg Sheppards, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Investec or of Rensburg Sheppards by Investec or Rensburg
Sheppards, or by any of their respective "associates", must be disclosed by no
later than 12.00 noon (London time) on the Business Day following the date of
the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Panel`s website at
http://www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on
the Panel`s website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, please either contact an
independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel`s website at
http://www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0) 20 7638 0129 or fax +44 (0) 20 7236 7013.
Publication on Website and availability of Hard Copies
A copy of this announcement will be made available, free of charge, at
www.investec.com and www.rensburgsheppards.plc.uk by no later than 12 noon
(London time) on 31 March 2010.
You may request a hard copy of this announcement, free of charge, by
contacting Capita Registrars on 0870 162 3131. 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.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions of the Offer
1. The Offer will be conditional upon the Scheme becoming unconditional
and becoming effective subject to the City Code, by no later than 30
September 2010 or such later date (if any) as Investec and Rensburg
Sheppards may, with the consent of the Panel, agree and (if required) the
Court may allow.
2. The Scheme will be conditional upon:
(a) approval of the Scheme by a majority in number of the Scheme
Shareholders entitled to vote and present and voting, either in person or
by proxy, at the Court Meeting or at any adjournment of such meeting,
representing no less than 75 per cent. in value of the Scheme Shares so
voted;
(b) all resolutions in connection with, or necessary to approve and
implement, the Scheme as 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;
(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 Investec and Rensburg Sheppards) by the
Court and the delivery for registration of office copies of the Court
Orders and the statement of capital attached thereto to the Registrar of
Companies.
3. In addition, Rensburg Sheppards and Investec have agreed that,
subject to Part B below, the Scheme will also be conditional upon the
following Conditions and, accordingly, the necessary actions to make the
Scheme effective will not be taken unless the following Conditions (as
amended if appropriate) have been satisfied (where capable of
satisfaction) or where permitted, waived, prior to the Scheme being
sanctioned by the Court in accordance with Condition 2(c) above:
(a) insofar as the Offer falls within the scope of Council Regulation
(EC) 139/2004 (the "Regulation"):
(i) the European Commission taking a decision, on terms
satisfactory to Investec (acting reasonably), that it will not
initiate proceedings under Article 6(1)(c) of the Regulation in
relation to the Offer or any matter arising from or relating to the
Offer; and
(ii) if the European Commission makes a referral under Article 9(1)
of the Regulation to the competent authorities of the UK; it being
established on terms satisfactory to Investec (acting reasonably)
that neither the Offer nor any matter arising from or relating to
the Offer will be referred to the Competition Commission.
(b) the Financial Services Authority having formally (and
unconditionally) approved Investec and any relevant affiliate of Investec
which would be deemed to be acquiring control (as such term is defined in
the Financial Services and Markets Act 2000 ("FSMA")) as a controller of
all and any relevant entities within the Rensburg Sheppards Group which
are authorised in the UK by the Financial Services Authority under the
Financial Services and Markets Act 2000 (pursuant to the provisions of
Part XII of the FSMA);
(c) the Investec Shares to be issued pursuant to the Scheme being
admitted to the Official List of the UKLA and being admitted to trading
on the London Stock Exchange or, if Investec and Rensburg Sheppards so
determine and subject to the consent of the Panel, the UKLA agreeing to
admit such shares to the Official List and the London Stock Exchange
agreeing to admit such shares to trading subject only to (i) the
allotment of such shares and/or (ii) the Scheme becoming effective;
(d) all necessary material notifications and filings having been made in
connection with the Offer and all statutory and regulatory obligations in
connection with the Offer in any relevant jurisdiction having been
complied with and all Authorisations deemed reasonably necessary or
appropriate by Investec in any relevant jurisdiction for, or in respect
of, the Offer and, the acquisition or the proposed acquisition of the
Rensburg Sheppards Shares by Investec or any member of the Wider Investec
Group having been obtained in terms reasonably satisfactory to Investec
from all appropriate Third Parties, all or any applicable waiting and
other time periods having expired, lapsed or been terminated (as
appropriate) and all such Authorisations (together with all material
Authorisations deemed reasonably necessary or appropriate to carry on the
business of any member of the Wider Rensburg Sheppards Group) remaining
in full force and effect at the time at which the Scheme becomes
effective and there being no notice of any intention to revoke, suspend,
restrict, amend or not to renew any such Authorisations;
(e) no Third Party having given notice of a decision to take, institute,
implement or threaten any action, proceeding, suit, investigation,
enquiry or reference, or having required any action to be taken, or
otherwise having done anything, or having enacted, made or proposed any
statute, regulation or order, or taken any other step that would or might
reasonably be expected to:
(i) require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture by any member of the Wider
Investec Group or any member of the Wider Rensburg Sheppards Group
of all or any material part of their respective businesses, assets
or properties or impose any limitation on the ability of any member
of the Wider Investec Group or the Wider Rensburg Sheppards Group to
conduct its business (or any part of it) or to own any of its assets
or property or any part of them which, in any such case, is material
in the context of the Wider Rensburg Sheppards Group taken as a
whole;
(ii) save pursuant to the Scheme or sections 974 to 991 of the
Companies Act, require any member of the Wider Investec Group or of
the Wider Rensburg Sheppards Group to make an offer to acquire, any
shares or other securities (or the equivalent) of any member of the
Wider Rensburg Sheppards Group owned by any third party;
(iii)impose any limitation on, or result in a material delay in, the
ability of Investec directly or indirectly to acquire or to hold or
to exercise effectively directly or indirectly all or any rights of
ownership in respect of shares or loans or securities convertible
into shares or any other securities (or the equivalent) in Rensburg
Sheppards or the ability of Investec to hold or exercise effectively
any rights of ownership of shares, loans or other securities in, or
to exercise management control over any member of the Wider Rensburg
Sheppards Group or require a divestiture by Investec or any member
of the Wider Investec Group of any rights or ownership in respect of
shares or other securities in Rensburg Sheppards which, in any case,
is material in the context of the Wider Rensburg Sheppards group as
a whole;
(iv) otherwise adversely affect the business, assets, liabilities,
financial or trading position, profits or prospects of any member of
the Wider Rensburg Sheppards Group, in each case to an extent which
is material in the context of the Wider Rensburg Sheppards Group
taken as a whole;
(v) result in any member of the Wider Rensburg Sheppards Group
ceasing to be able to carry on business under any name under which
it presently does so (the consequence of which would be material in
the context of the Wider Rensburg Sheppards Group taken as a whole);
or
(vi) make the Offer, its implementation or the acquisition or
proposed acquisition by Investec or any member of the Wider Investec
Group of any shares or other securities in, or control or management
of, Rensburg Sheppards void, unenforceable or illegal, or restrict,
prohibit or delay to a material extent or otherwise materially
interfere with the implementation of, or impose material additional
conditions or obligations with respect to, the Offer, or otherwise
materially challenge or require material amendment of, the Offer or
the acquisition or proposed acquisition of any Rensburg Sheppards
Shares or the acquisition of control of Rensburg Sheppards or any
member of the Wider Rensburg Sheppards Group by Investec,
and all applicable waiting and other time periods during which any such
Third Party could decide to take, institute, implement or threaten any
such action, proceedings, suit, investigation, enquiry or reference or
take any other step under the laws of any jurisdiction having expired,
lapsed or been terminated;
(f) save as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, permit or other instrument to which any member
of the Wider Rensburg Sheppards Group is a party or by or to which any
such member or any of its assets is or may be bound or be subject, which
as a consequence of the Offer or the acquisition or the proposed
acquisition by Investec or any member of the Wider Investec Group of any
shares or other securities (or the equivalent) in Rensburg Sheppards or
because of a change in the control or management of any member of the
Wider Rensburg Sheppards Group or otherwise, would result, in any case to
an extent which is material in the context of the Wider Rensburg
Sheppards Group taken as a whole, in:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, any member of the Wider Rensburg Sheppards Group
being or becoming repayable, or being capable of being declared
repayable immediately or prior to their or its stated maturity, or
the ability of any such member to borrow monies or incur any
indebtedness 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 or assets of any member of the Wider Rensburg Sheppards
Group or any such mortgage, charge or other security interest
(whenever arising or having arisen) becoming enforceable;
(iii)any such arrangement, agreement, lease, licence, permit or
other instrument being terminated or adversely modified or affected
or any onerous obligation or liability arising or any adverse action
being taken thereunder;
(iv) any assets or interests of any member of the Wider Rensburg
Sheppards Group being or falling to be disposed of or charged or any
right arising under which any such asset or interest could be
required to be disposed of or charged;
(v) the rights, liabilities, obligations or interests of any member
of the Wider Rensburg Sheppards Group in, or the business of any
such member with, any person, firm or body (or any arrangement or
arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
(vi) any such member of the Wider Rensburg Sheppards Group ceasing
to be able to carry on business under any name under which it
presently does so;
(vii)the value or financial or trading position or profits of
Rensburg Sheppards or any member of the Wider Rensburg Sheppards
Group being prejudiced or adversely affected; or
(viii)the creation of any liability (actual or contingent) by any
member of the Wider Rensburg Sheppards Group;
(g) save as Disclosed, no member of the Wider Rensburg Sheppards Group
having since 31 March 2009:
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue of
additional shares of any class, or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities (save as between
Rensburg Sheppards and wholly-owned subsidiaries of Rensburg
Sheppards and save for the issue of Rensburg Sheppards Shares
pursuant to or in connection with the exercise or vesting of options
or awards granted under, or the grant of options or awards under,
the Rensburg Sheppards Share Scheme);
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus issue, dividend or other distribution
whether payable in cash or otherwise other than dividends (or other
distributions whether payable in cash or otherwise) lawfully paid or
made by any wholly-owned subsidiary of Rensburg Sheppards to
Rensburg Sheppards or any of its wholly-owned subsidiaries;
(iii)other than pursuant to the implementation of the Offer (and
save for transactions between Rensburg Sheppards and its wholly-
owned subsidiaries and transactions in the ordinary course of
business) implemented, effected, authorised, proposed or announced
its intention to implement, effect, authorise or propose any merger,
demerger, reconstruction, amalgamation, scheme, commitment or
acquisition or disposal of assets or shares (or the equivalent
thereof) in any undertaking or undertakings that is material in
context of the Wider Rensburg Sheppards Group taken as a whole or
any change in its share or loan capital (save for the issue of
Rensburg Sheppards Shares on the exercise or vesting of options or
awards granted before the date of this announcement under the
Rensburg Sheppards Share Scheme);
(iv) (save for transactions between Rensburg Sheppards and its
wholly-owned subsidiaries and save for transactions in the ordinary
course of business) disposed of, or transferred, mortgaged or
created any security interest over any asset or any right, title or
interest in any asset that is material in the context of the Wider
Rensburg Sheppards Group taken as a whole or authorised, proposed or
announced any intention to do so;
(v) (save for transactions between Rensburg Sheppards and its
wholly-owned subsidiaries) issued, authorised or proposed or
announced an intention to authorise or propose, the issue of any
debentures or (save for transactions between Rensburg Sheppards and
its wholly-owned subsidiaries or transactions under existing credit
arrangements or in the ordinary course of business) incur any
indebtedness or contingent liability;
(vi) entered into or varied or authorised, proposed or announced an
intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) otherwise than in the ordinary course of
business which is of a long term, unusual or onerous nature or
magnitude or which involves or is reasonably likely to involve an
obligation of such a nature or magnitude which is, in any such case,
or which is or is likely to be restrictive on the business of any
member of the Wider Rensburg Sheppards Group, which is, in any such
case, material in the context of the Wider Rensburg Sheppards Group;
(vii)entered into or varied to a material extent or authorised,
proposed or announced its intention to enter into or vary to a
material extent the terms of, or make any offer (which remains open
for acceptance) to enter into or vary to a material extent the terms
of, any service agreement with any director or, save for salary
increases, bonuses or variations of terms in the ordinary course,
senior executive of Rensburg Sheppards;
(viii)proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any person employed by
the Wider Rensburg Sheppards Group, which is, in any such case,
material in the context of the Wider Rensburg Sheppards Group;
(ix) purchased, redeemed or repaid or announced a proposal to
purchase, redeem or repay any of its own shares or other securities
(or the equivalent) or reduced or made any other change to or
proposed the reduction or other change to any part of its share
capital, save for any shares the allotment of shares in connection
with the Rensburg Sheppards Share Scheme pursuant to rights granted
before the date of this announcement or as between Rensburg
Sheppards and wholly-owned subsidiaries of Rensburg Sheppards;
(x) waived, compromised or settled any claim otherwise than in the
ordinary course of business which is material in the context of the
Wider Rensburg Sheppards Group as a whole;
(xi) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Rensburg Sheppards Group and any
other person in a manner which would or might reasonably be expected
to have a material adverse effect on the financial position of the
Wider Rensburg Sheppards Group taken as a whole;
(xii)(save as disclosed on publicly available registers or as
envisaged in accordance with the terms of the Scheme) made any
alteration to its articles of association;
(xiii)made or agreed or consented to any significant change to the
terms of the trust deeds constituting the pension schemes
established for its directors and/or employees and/or their
dependants or to the benefits which accrue, or to the pensions which
are payable, thereunder, or to the basis on which qualification for
or accrual or entitlement to such benefits or pensions are
calculated or determined or to the basis upon which the liabilities
(including pensions) of such pension schemes are funded or made, or
agreed or consented to any change to the trustees involving the
appointment of a trust corporation which is, in any such case,
material in the context of the Wider Rensburg Sheppards Group taken
as a whole;
(xiv)been unable, or admitted in writing 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 any business which is
material in the context of the Wider Rensburg Sheppards Group as a
whole;
(xv) (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 action or proceedings or other steps instituted against
it for its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any
jurisdiction; or
(xvi)entered into any agreement, arrangement or commitment or passed
any resolution or made any proposal or announcement with respect to,
or to effect, any of the transactions, matters or events referred to
in this Condition (h);
(h) save as Disclosed, since 31 March 2009 there having been:
(i) no adverse change or deterioration in the business, assets,
financial or trading position or profits or prospects of any member
of the Wider Rensburg Sheppards Group which is material in the
context of the Wider Rensburg Sheppards Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been announced or instituted by or against
or remaining outstanding against or in respect of any member of the
Wider Rensburg Sheppards Group and no enquiry or investigation by or
complaint or reference to any Third Party against or in respect of
any member of the Wider Rensburg Sheppards Group having been
threatened, announced or instituted or remaining outstanding,
against or in respect of any member of the Wider Rensburg Sheppards
Group and which in any such case might reasonably be expected to be
material in the context of the Wider Rensburg Sheppards Group taken
as a whole;
(iii)no contingent or other liability having arisen or become
apparent to any member of the Investec Group which might reasonably
be expected to adversely affect any member of the Wider Rensburg
Sheppards Group which is material in the context of the Wider
Rensburg Sheppards Group taken as a whole; and
(iv) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence
held by any member of the Wider Rensburg Sheppards Group which is
necessary for the proper carrying on of its business which is
material in the context of the Wider Rensburg Sheppards Group taken
as a whole;
(i) save as Disclosed, Investec not having discovered:
(i) that the financial, business or other information concerning
the Wider Rensburg Sheppards Group publicly announced or fairly
disclosed at any time by or on behalf of any member of the Wider
Rensburg Sheppards Group is misleading, contains a misrepresentation
of fact or omits to state a fact necessary to make the information
contained therein not misleading and which is in any case, material
in the context of the Wider Rensburg Sheppards Group as a whole;
(ii) that any member of the Wider Rensburg Sheppards Group is,
otherwise than in the ordinary course of business, subject to any
liability, contingent or otherwise, which is material in the context
of the Wider Rensburg Sheppards Group taken as a whole; or
(iii)any information which adversely affects the import of any
information disclosed at any time by or on behalf of the Rensburg
Sheppards Group and which is material in the context of the Wider
Rensburg Sheppards Group taken as a whole.
Part B: Certain Further Terms of the Offer
1. Subject to the requirements of the Panel, or if required, the Court,
Investec reserves the right to waive (with the consent of Rensburg
Sheppards in the case of Condition 3(b)), in whole or in part, all or any
of the above Conditions in paragraph 3 (other than 3(c)). The Scheme will
not become effective unless the Conditions have been fulfilled or (if
capable of waiver) waived or where appropriate, have been determined by
Investec to be or remain satisfied by no later than the date referred to
in Condition 1 (or such later date as Investec, Rensburg Sheppards, the
Panel and, if required, the Court, may allow).
2. Investec shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled
any of the Conditions in paragraphs 3(a) to (j) (inclusive) by a date
earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such Conditions may
not be capable of fulfilment.
3. If Investec is required by the Panel to make an offer for Rensburg
Sheppards Shares under the provisions of Rule 9 of the Code, Investec may
make such alterations to any of the above Conditions, including condition
1 above, and to the terms of the Offer as are necessary to comply with
the provisions of that Rule.
4. Investec reserves the right to, with the consent of the Panel, elect
to implement the acquisition of the Rensburg Sheppards Shares not already
owned by it 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
acquisition including (without limitation and subject to the consent of
the Panel) an acceptance condition set at such percentage as Investec may
decide, and in compliance with applicable laws and regulations.
5. The Scheme will lapse if the European Commission either initiates
proceedings under the Regulation or make a referral to a competent
authority of the United Kingdom under Article 9(3) of the Regulation and
there is a subsequent reference to the UK Competition Commission, in
either case before the later of the time of the Court Meeting and the
time of the General Meeting. In such event Rensburg Sheppards will not be
bound by the terms of the Scheme.
6. The availability of the Offer to Rensburg Sheppards 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.
7. Under Rule 13.4 of the Code, Investec may only invoke a Condition to
the Offer so as to cause the Scheme not to proceed, to lapse or to be
withdrawn where the circumstances which give rise to the right to invoke
the Condition are of material significance to Investec in the context of
the Offer. The Conditions contained in paragraphs 1, 2 and 3(a) to (c)
above are not subject to Rule 13.4 of the Code.
8. The Offer and Scheme will be governed by English law and will be
subject to the exclusive jurisdiction of the English courts.
APPENDIX II
(i) SOURCES OF INFORMATION AND BASES OF CALCULATION
The value placed by the Offer on the entire issued and to be issued share
capital of Rensburg Sheppards is based on: (i) 43,897,094 Rensburg
Sheppards Shares in issue on 29 March 2010, being the last dealing day
prior to the date of this announcement; and (ii) 1,051,309 Rensburg
Sheppards Shares to be issued under the terms of the Rensburg Sheppards
Share Scheme. The value of the Offer is also based on the closing mid-
market price of Investec Shares on 29 March 2010.
(ii) The closing mid-market share prices of Investec Shares and Rensburg
Sheppards Shares on 29 March 2010 are taken from the London Stock
Exchange Daily Official List.
(iii)Unless otherwise stated, the financial information relating to
Rensburg Sheppards stated as at or in respect of the period ended 31
December 2009 is extracted from its interim management statement for the
period ended 31 December 2009.
(iv) Unless otherwise stated, the financial information relating to
Rensburg Sheppards stated as at or in respect of the period ended 30
September 2009 is extracted from the unaudited half-yearly condensed
consolidated financial statements of Rensburg Sheppards for the six
months ended 30 September 2009 prepared in accordance with IFRS.
(v) The financial information relating to Investec stated as at or in
respect of the period ended 30 September 2009 is extracted from the half
yearly financial report of Investec (incorporating Investec Limited) for
the six months ended 30 September 2009.
(vi) Unless otherwise stated, the financial information relating to
Rensburg Sheppards stated as at or in respect of the period ended 31
March 2009 is extracted from the audited consolidated financial
statements of Rensburg Sheppards for the financial year to 31 March 2009
prepared in accordance with IFRS.
(vii)The financial information relating to Investec stated as at or in
respect of the period ended 31 March 2009 is extracted from the audited
consolidated financial statements of the Investec Group for the year
ended 31 March 2009.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
The following holders of Rensburg Sheppards Shares have given irrevocable
undertakings to vote or procure the vote in favour of the Offer:
Name Number of Rensburg % of issued share
Sheppards Shares capital
Rensburg Sheppards
Directors
Christopher Clarke 20,000 0.045
Jonathan Wragg 13,949 0.031
Steve Elliott 1,500 0.003
Simon Kaye 23,175 0.052
Ian Maxwell Scott - -
Judith Price - -
Michael Haan 5,000 0.011
David Bulteel 2,000 0.004
Jonathan Seal 44,927 0.102
Robert Lister 2,500 0.005
Tomas Street 14,397 0.032
Isla Smith 2,500 0.005
Total 129,948 0.290
In addition the Independent Rensburg Sheppards Directors have agreed that the
undertaking to vote in favour of the Scheme at the Court Meeting and the
resolutions and the General Meeting will extend to Rensburg Sheppards Shares
issued to them before the meetings on the exercise of certain options.
The undertakings given by the Independent Rensburg Sheppards Directors cease
to be binding if the Scheme is withdrawn or lapses, unless Investec exercises
its right to announce a Takeover Offer for the entire issued share capital of
Rensburg Sheppards, not already owned by it, in which case it shall cease to
have effect on the withdrawal or lapsing of the Takeover Offer.
The following holders of Rensburg Sheppards Shares have given letters of
intent to vote in favour of the Offer:
Name Number of Rensburg % of issued share
Sheppards Shares capital
Shareholders
Schroders 3,398,743 7.7
Investment
Management Limited
BlackRock 1,294,833 2.9
Investment
Management (UK)
Limited
Total 4,693,576 10.6
APPENDIX IVDEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise.
"Act" or "Companies the Companies Act 2006
Act"
"Annual Report" the annual report and accounts of
Rensburg Sheppards for the year
ended 31 March 2009
"Authorisations" material authorisations, orders,
recognitions, grants, consents,
clearances, confirmations,
certificates, licenses, permissions
and approvals
"Business Day" a day on which the London Stock
Exchange is open for business
"Capital Reduction" the proposed reduction of the
ordinary share capital of Rensburg
Sheppards provided by the Scheme
under section 641 of the Companies
Act
"Capital Reduction the hearing by the Court to confirm
Hearing" the Capital Reduction at which the
Reduction Court Order is expected to
be granted
"City Code" or "Code" the City Code on Takeovers and
Mergers
"Conditions" means the conditions of the Offer
set out in Appendix I to this
announcement and a "Condition" shall
mean any one of them
"Court" the High Court of Justice in England
and Wales
"Court Meeting" the meeting (and any adjournment
thereof) of holders of Scheme Shares
in issue at the Voting Record Time
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 No. 3755),
as amended from time to time
"Disclosed" means (i) fairly disclosed in the
Annual Report; (ii) Publicly
Announced; or (iii) fairly disclosed
in writing to Investec or its
financial legal or accounting
advisers (specifically in their
capacity as Investec`s advisers in
relation to the Offer) by or on
behalf of Rensburg Sheppards prior
to the date of this announcement
"Effective Date" the date on which the Scheme becomes
effective
"Fenchurch Advisory Fenchurch Advisory Partners Limited,
Partners" acting as exclusive financial
adviser to Rensburg Sheppards
"Forms of Proxy" the forms of proxy to be enclosed
with the Scheme Document for use at
the Court Meeting and General
Meeting
"FSA" or "Financial the Financial Services Authority in
Services Authority" its capacity as the competent
authority for the purposes of Part
VI of the Financial Services and
Markets Act 2000
"General Meeting" the general meeting (or any
adjournment thereof) of the Rensburg
Sheppards 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
"General Meeting resolutions to approve the Scheme,
Resolution" the Capital Reduction and the
amendment of Rensburg Sheppards`
articles of association, together
with the other resolutions set out
in the Scheme Document
"Goldman Sachs Goldman Sachs International, acting
International" as financial adviser to Investec
"IFRS" International Financial Reporting
Standards
"Implementation means the implementation agreement
Agreement" between Investec and Rensburg
Sheppards dated 30 March 2010
"Independent Rensburg the independent directors of
Sheppards Directors" Rensburg Sheppards as at the date of
this announcement being Christopher
Clarke, Steve Elliott, Jonathan
Wragg, David Bulteel, Michael Haan,
Robert Lister, Ian Maxwell Scott,
Jonathan Seal, Isla Smith, Tomas
Street, Judith Price and Simon Kaye
and an "Independent Rensburg
Sheppards Director" being any one
such director
"Investec" Investec plc
"Investec Group" Investec, Investec Limited and their
respective subsidiaries and, where
the context permits, each of them
"Investec Share" an ordinary share of GBP0.0002 in
the share capital of Investec
"Listing Rules" the rules and regulations made by
the Financial Services Authority in
its capacity as the UKLA under the
Financial Services and Markets Act
2000, and contained in the UKLA`s
publication of the same name
"London Stock London Stock Exchange plc
Exchange"
"Offer" means the proposed acquisition of
the entire issued and to be issued
share capital of Rensburg Sheppards
not already owned by it, by Investec
to be implemented by means of the
Scheme (or if Investec 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" means, in the event Investec elects
to implement the Offer by means of a
Takeover Offer, the document
containing the Takeover Offer to be
sent to Rensburg Sheppards
Shareholders
"Official List" the Official List of the UKLA
"Panel" the Panel on Takeovers and Mergers
"Publicly Announced" fairly disclosed in any public
announcement by Rensburg Sheppards
to any regulatory information
service or in its report and
accounts for the years ended 31
March 2009
"Reduction Court the order of the Court confirming
Order" the Capital Reduction under section
641 of the Companies Act
"Registrar of the Registrar of Companies in
Companies" or England and Wales
"Registrar"
"Regulation" has the meaning given to it in
paragraph 3 of Appendix I to this
announcement
"Rensburg Sheppards" Rensburg Sheppards plc
or the "Company"
"Rensburg Sheppards the directors of Rensburg Sheppards
Directors" as at the date of this announcement
"Rensburg Sheppards Rensburg Sheppards, its subsidiaries
Group" and subsidiary undertakings
"Rensburg Sheppards the existing unconditionally
Shares" allotted or issued and fully paid
ordinary shares of GBP0.10989 each
in the capital of Rensburg Sheppards
and any further such ordinary shares
which are unconditionally allotted
or issued before the Scheme becomes
effective
"Rensburg Sheppards the holders of Rensburg Sheppards
Shareholders" or Shares
"Shareholders"
"Rensburg Sheppards Rensburg Sheppards plc Savings
Share Scheme" Related Share Option Scheme 2002
"Restricted any such jurisdiction where local
Jurisdiction" laws or regulations may result in
significant risk civil, regulatory
or criminal exposure if information
concerning the Offer is sent or made
available to Rensburg Sheppards
Shareholders in that jurisdiction
(in accordance with Rule 30.3 of the
Code)
"Scheme" the proposed scheme of arrangement
made under Part 26 of the Companies
Act between Rensburg Sheppards and
the Scheme Shareholders (with or
subject to any modification,
addition or condition approved or
imposed by the Court and agreed to
by Investec and Rensburg Sheppards)
particulars of which will be set out
in the Scheme Document
"Scheme Court Order" the order of the Court sanctioning
the Scheme under Part 26 of the
Companies Act
"Scheme Document" means the document to be sent to
Rensburg Sheppards 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 6.00 pm on the
Business Day before the Capital
Reduction Hearing
"Scheme Shareholders" means the holders of Scheme Shares
"Scheme Shares" means the Rensburg Sheppards Shares:
in issue at the date of the Scheme
Document;
(if any) issued after the date of
the Scheme Document and prior to the
Voting Record Time;
(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 Rensburg
Sheppards Shares beneficially owned
by and/or registered in the name of
Investec or a member of the Investec
Group
"Takeover Offer" means the implementation of the
Offer by means of a takeover offer
under the City Code
"Third Party" a central bank, government or
governmental, quasi-governmental,
supranational, statutory,
regulatory, environmental or
investigative body, court, trade
agency, professional association,
institution, employee representative
body or any other such body or
person whatsoever in any
jurisdiction
"Third Party (a) any offer (construed in
Transaction" accordance with the Code and whether
or not subject to pre-conditions),
possible offer, proposal or
indication of interest from, or on
behalf of, any person other than
Investec or any person acting in
concert with Investec, with a view
to such person, directly or
indirectly, acquiring (in one
transaction or a series of
transactions) (i) more than 30 per
cent. of the issued share capital of
Rensburg Sheppards or (ii) a
material part of Rensburg Sheppards`
business or assets or (b) the
entering into, by any member of
Rensburg Sheppards Group, of any
transaction or series of
transactions howsoever implemented
that, in the case of (a)(ii) or (b)
above, would be reasonably likely to
preclude, impede, delay or prejudice
the implementation of the Offer
"UKLA" the UK Listing Authority, being the
Financial Services Authority 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 the United Kingdom of Great Britain
"UK" and Northern Ireland
"United States" or the United States of America, its
"US" 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 Investec Group" Investec, Investec Limited and their
respective subsidiaries, subsidiary
undertakings and any other body
corporate, partnership, joint
revenue or person in which Investec,
Investec Limited 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 (in each case excluding
Rensburg Sheppards plc and/or its
subsidiaries)
"Wider Rensburg Rensburg Sheppards, its
Sheppards Group" subsidiaries, subsidiary
undertakings and associated
undertakings and any other body
corporate, partnership, joint
venture or person in which Rensburg
Sheppards 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 Act.
All the times referred to in this announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
Investment Bank and Sponsor:
Investec Bank Limited
30 March 2010
Date: 30/03/2010 08:53:01 Produced by the JSE SENS Department.
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