| Thu 4 Aug 2011, 9:49 | | INL/INP - Investec Limited/ Investec plc - Prelimi |
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INL INP
INL INP
INL/INP - Investec Limited/ Investec plc - Preliminary approach to The
Evolution Group 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
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. THIS IS AN ANNOUNCEMENT FALLING UNDER
RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS ("CODE"). IT DOES NOT
REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.5 OF THE CODE.
ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL ULTIMATELY BE MADE
OR AS TO THE TIMING OF ANY OFFER, IF MADE.
FOR IMMEDIATE RELEASE
4 August 2011
Investec plc - Preliminary approach to The Evolution Group PLC
Investec plc ("Investec") notes the recent announcement made by The Evolution
Group PLC ("Evolution") stating that it has received an indicative offer
approach. Investec confirms, in line with its existing strategy, that it has
made a preliminary approach regarding a potential share offer for the entire
issued and to be issued share capital of Evolution, the Investment Banking
and Private Client Investment Management group.
The preliminary approach was made subject to a number of pre-conditions
including, inter alia, obtaining a unanimous recommendation from the
Evolution Board and the satisfactory completion of certain due diligence
requirements. Investec reserves the right to waive any or all of its pre-
conditions. Further, Investec also reserves the right to vary the form and /
or mix of consideration and / or introduce other forms of consideration.
There can be no certainty an offer will be made, even if the pre-conditions
are satisfied or waived or the timing of any offer.
This is an announcement falling under Rule 2.4 of the City Code on Takeovers
and Mergers ("Code"). It does not represent a firm intention to make an offer
under Rule 2.5 of the Code. Accordingly, there can be no certainty that any
offer will ultimately be made or as to the timing of any offer, if made.
A further announcement will be made as and when appropriate.
Enquiries:
Investec plc +44 20 7597 5546
Ursula Nobrega, Investor Relations
Citigate Dewe Rogerson +44 7787 731 607
Jonathan Clare +44 20 7 638 9571
A copy of this announcement will be available subject to certain restrictions
relating to persons resident in restricted jurisdictions at
www.investec.co.uk by no later than 12 noon (London time) on 5 August. The
content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Rule 2.10 disclosure
As part of the dual listed company ("DLC") structure, disclosures made
pursuant to requirements applicable to the London Stock Exchange or the JSE
Limited are released on both exchanges.
Investec therefore advises of the following in accordance with Rule 2.10 of
the Code:
Investec plc confirms that as at the close of business on 3 August 2011 it
had 542,424,043
ordinary shares of GBP0.0002 each in issue excluding shares held in treasury.
The ISIN reference for these securities is GB00B17BBQ50.
Investec Limited confirms that as at the close of business on 3 August 2011
it had 276,020,,221 ordinary shares of ZAR0.0002 each in issue excluding
shares held in treasury.
The ISIN reference for these securities is ZAE000081949.
Dealing Disclosure Requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any paper offeror
is first identified. An Opening Position Disclosure must contain details of
the person`s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any paper
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company
or of a paper offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
1% or more of any class of relevant securities of the offeree company or of
any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror,
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the business day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an interest
in relevant securities of an offeree company or a paper offeror, they will be
deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel`s Market Surveillance Unit on +44 (0)20 7638 0129.
Date: 04/08/2011 09:44:02 Produced by the JSE SENS Department.
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