| Fri 25 Jun 2010, 8:27 | | INL/INP - Investec - Recommended Acquisition of Re |
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INL INP
INL INP
INL/INP - Investec - Recommended Acquisition of Rensburg Sheppards plc
("Rensburg Sheppards") by Investec plc ("Investec")
Investec Limited Investec plc
Incorporated in the Republic of South Incorporated in England and Wales
Africa Registration number 3633621
Registration number 1925/002833/06 JSE share code: INP
JSE share code: INL ISIN: GB00B17BBQ50
ISIN: ZAE000081949
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
25 June 2010
Recommended Acquisition of Rensburg Sheppards plc ("Rensburg Sheppards") by
Investec plc ("Investec")
Completion of Acquisition by Investec
Investec and Rensburg Sheppards are pleased to announce that the Scheme has now
become effective and has been implemented in accordance with its terms and the
entire issued ordinary share capital of Rensburg Sheppards is owned by Investec.
Rensburg Sheppards Shareholders on the register at the Scheme Record Time, being
6.00 p.m. on 23 June 2010, will receive 1.63 New Investec Shares for each Scheme
Share held.
Admission of 37,881,353 New Investec Shares to listing on the Official List of
the UK Listing Authority (the "Official List") and to trading on the London
Stock Exchange`s main market for listed securities (the "Main Market") and the
Johannesburg Stock Exchange will occur with effect from 8.00 a.m. (UK time)
today, 25 June 2010.
The Investec Directors have also issued and allotted a further 26,299 New
Investec Shares pursuant to the terms of the Scheme. Applications will be made
to the UK Listing Authority and to the London Stock Exchange for admission of
such shares to the Official List and to trading on the Main Market. These New
Investec Shares will also be the subject of a secondary listing on the
Johannesburg Stock Exchange. It is expected that the admission will become
effective and that dealings on the London Stock Exchange and the Johannesburg
Stock Exchange in these New Investec Shares will commence during the week
commencing 28 June 2010.
Settlement of the New Investec Shares held through CREST is expected to take
place by 8.00 a.m. (UK time) today. Share certificates in relation to the New
Investec Shares to be held in certificated form will be despatched no later than
9 July 2010.
The total number of issued ordinary shares in Investec is now 511,590,589.
The admission to trading of Rensburg Sheppards Shares on the Main Market and the
listing of Rensburg Sheppards Shares on the Official List will be cancelled at
Rensburg Sheppards` request with effect from 8.00 a.m.(UK time) today.
Defined terms used but not defined in this announcement have the meanings set
out in the Scheme Document dated 26 April 2010.
For further information:
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
Rensburg Sheppards
Christopher Clarke +44 (0) 20 7597 1234
Steve Elliott
Jonathan Wragg
Hudson Sandler (Public Relations Adviser to Rensburg Sheppards)
Nick Lyon +44 (0) 20 7796 4133
Michael Sandler
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 is
being made solely by means of the Scheme Document published by Rensburg
Sheppards, which contains the full terms and conditions of 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.
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 26 June 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.
Date: 25/06/2010 08:00:01 Produced by the JSE SENS Department.
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