| Fri 21 May 2010, 8:45 | | INL/INP - Investec / Investec Plc - Announcement of Publication of Prospectus |
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INL INP
INL INP
INL/INP - Investec / Investec Plc - Announcement of Publication of Prospectus
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
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
ANNOUNCEMENT OF PUBLICATION OF PROSPECTUS
On 30 March 2010, the Independent Rensburg Sheppards Directors and the Board
of Directors of Investec plc ("Investec") announced that they had reached
agreement on the terms of a recommended share offer under which Investec will
acquire the entire issued and to be issued ordinary share capital of Rensburg
Sheppards plc ("Rensburg Sheppards") not already directly or indirectly owned
by it (the "Offer"). The Offer is being implemented by way of a Court
sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006.
Investec announces that, in connection with the Offer, it has published a
prospectus (the "Prospectus") on 20 May 2010, in relation to the anticipated
admission of up to 37,881,353 new Investec shares to the Official List of the
UK Listing Authority and to trading on the London Stock Exchange`s main
market for listed securities.
In addition, Investec is pleased to announce that on 6 May 2010 the Financial
Services Authority ("FSA") formally approved Investec and any relevant
affiliate of Investec which would be deemed to be acquiring control (as such
term is defined in FSMA) as a controller of all and any relevant entities
within the Rensburg Sheppards Group which are authorised in the UK by the FSA
under FSMA.
The Prospectus will be available to view on Investec`s website at
www.investec.com, subject to certain restrictions relating to persons
resident in restricted jurisdictions.
Two copies of the Prospectus have been submitted to the Document Viewing
Facility of the FSA, which is situated at 25 The North Colonnade, Canary
Wharf, London E14 5HS. The Prospectus is also available for inspection at
Investec`s registered office at 2 Gresham Street, London, EC2V 7QP and at the
offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ.
Completion of the Offer remains conditional upon, amongst other things, the
approval of the Scheme by Rensburg Sheppards Shareholders and completion of
the Court process as further set out in the Scheme Document.
Any capitalised term used but not defined in this announcement is as defined
in the Prospectus.
Enquiries:
Investec
Ursula Nobrega +44 (0) 20 7597 5546
Stephen Koseff
Bernard Kantor
Citigate (Public Relations Adviser to Investec)
Jonathan Clare +44 (0) 20 7638 9571
Tom Baldock
Ged Brumby
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
published by Rensburg Sheppards, which contains the full terms and conditions
of the Offer, including details of how to vote in favour of the Scheme.
Rensburg Sheppards Shareholders are urged to read the Scheme Document because
it contains 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 are
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.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any paper offeror
is first identified. An Opening Position Disclosure must contain details of
the person`s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any paper
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company
or of a paper offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
1% or more of any class of relevant securities of the offeree company or of
any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror,
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the business day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an interest
in relevant securities of an offeree company or a paper offeror, they will be
deemed to be a single person for the purpose of Rule 8.3. Opening Position
Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror
and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel`s Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on Website and availability of Hard Copies
A copy of this announcement will be made available, free of charge, at
www.investec.com by no later than 12 noon (London time) on 21 May 2010. You
may request a hard copy of this announcement, free of charge, by contacting
Investec on +44 (0) 20 7597 5546. 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.
Sponsor: Investec Bank Limited
21 May 2010
Date: 21/05/2010 08:45:20 Produced by the JSE SENS Department.
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