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INL INP
INL INP
INL/INP - Investec Limited/Investec plc - Recommended Share Offer for The
Evolution Group Plc ("Evolution") by Investec plc ("Investec")
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
(jointly "Investec")
As part of the dual listed company structure, Investec plc and Investec
Limited notify both the London Stock Exchange and the JSE Limited of
matters which are required to be disclosed under the Disclosure,
Transparency and Listing Rules of the United Kingdom Listing Authority
(the "UKLA") and/or the JSE Listing Requirements.
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
9 September 2011
Recommended Share Offer for The Evolution Group Plc ("Evolution") by
Investec plc ("Investec")
Summary
* The Evolution Directors and the Investec Directors are pleased to
announce that they have reached agreement on the terms of a
recommended offer under which Investec will acquire the entire
issued ordinary share capital of Evolution (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 terms of the Offer, Evolution Shareholders will, in
aggregate, receive approximately 53.8 million new Investec Shares.
On the basis of the prevailing mid-market price of an Investec
Share, being 433.5 pence, at the time the Evolution Directors agreed
in principle to give their recommendation, the Offer values the
entire issued share capital of Evolution at GBP233.2 million.
* Accordingly, Evolution Shareholders will receive 0.23124 new
Investec Shares in exchange for each Evolution Share they hold
which, on the above basis, equates to a value of 100.24 pence per
Evolution Share.
* The value of 100.24 pence for each Evolution Share represents a
premium of approximately 44.7 per cent. to the average closing mid-
market price per Evolution Share over the three month trading period
to 2 August 2011 of 69.2 pence (being the last Business Day prior to
the commencement of the offer period).
* Investec has obtained letters of intent from Blackrock Investment
Managers (UK) Limited and Majedie Asset Management to vote in favour
of the Scheme and the resolutions to be proposed at the Court
Meeting and to vote in favour of the General Meeting Resolutions in
respect of their respective holdings of 20,935,457 and 6,266,555
Evolution Shares representing, in aggregate, approximately 11.7 per
cent. of the existing issued share capital of Evolution. Investec
also expects to receive a letter of intent from Aberforth Partners
who hold approximately 11.8 per cent. of the issued share capital of
Evolution.
* No dividends shall be paid by Evolution between the date of this
announcement and the Effective Date save for the interim dividend of
1 pence per Evolution Share announced on 29 July 2011 and payable to
shareholders on the register on 12 August 2011.
* The new Investec Shares to be issued to Evolution Shareholders
pursuant to the Offer will on issue rank pari passu in all respects
with the existing Investec Shares.
* Investec is an international, specialist bank and asset manager that
provides a diverse range of financial products and services to a
select client base and is a constituent of the FTSE 100 Index.
* The Evolution Group Plc primarily comprises two divisions:
- Williams de Broe is one of the UK`s leading private client
investment managers, with a heritage dating back to 1869. The
company provides a range of discretionary and advisory
services, with assets under management of approximately GBP6.0
billion as at 30 June 2011. As announced on 8 August 2011
Williams de Broe has agreed to acquire BNP Paribas Private
Investment Management Limited which as at 30 June 2011 had
assets under management of approximately GBP1.8 billion; and
- Evolution Securities is a leading investment bank focused on
serving an international institutional corporate client base,
specialising in the UK and European equity and debt markets.
Services include equity and fixed income research,
institutional sales and trading, equity market making, debt
capital markets and equity corporate finance and corporate
broking.
* The Evolution Directors, who have been so advised by Credit Suisse,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the Evolution Directors, Credit Suisse has taken
into account the commercial assessments of the Evolution Directors.
In addition, the Evolution Directors consider the terms of the Offer
to be in the best interests of Evolution Shareholders as a whole.
Accordingly, the Evolution Directors intend to recommend unanimously
that Evolution Shareholders vote in favour of the Scheme at the
Court Meeting and in favour of the General Meeting Resolutions, as
they have irrevocably undertaken to do themselves in respect of
their own beneficial holdings of 6,027,184 Evolution Shares
(representing as at the date of this announcement, in aggregate,
approximately 2.59 per cent. of the existing issued share capital of
Evolution).
* The Offer is conditional, among other things, on certain regulatory
conditions being fulfilled to the reasonable satisfaction of
Investec, the passing of resolutions by Evolution Shareholders and
the sanction of the Court.
* It is expected that the Scheme Document will be posted to Evolution
Shareholders within 28 days of this announcement and the Court
Meeting and General Meeting are expected to take place in the second
half of November 2011. Further details will be set out in the Scheme
Document.
Commenting on the Offer, Alex Snow, Chief Executive of Evolution, said:
"Investec`s offer provides shareholders with a very attractive valuation
for their investment in Evolution and the opportunity to remain invested
in a well-capitalised specialist financial institution. Investec is an
excellent home for the two main businesses within Evolution providing an
excellent cultural fit for both employees and clients. Williams de Broe
will be able to maintain its growth and continue to provide its clients
with a best in class independent wealth management service. Evolution
Securities will benefit from being part of a larger well-capitalised
investment bank with a strategy to be the leading mid-market investment
bank in the UK."
Commenting on the Offer, Stephen Koseff, Chief Executive of Investec,
said:
"This fits very well with our strategy to build non-lending revenues. The
group has seen strong growth in third party assets under management and
the acquisition of Evolution will add further momentum. The transaction
strengthens our position in the UK, giving us greater scale in both
private client wealth management and investment banking."
Commenting on the Offer, Bernard Kantor, Managing Director of Investec,
said:
"This is a good deal for the shareholders of both companies and we are
delighted to have reached agreement with the Board of Evolution. Investec
has built a strong platform in the UK and we expect the businesses we are
acquiring to thrive as part of the group."
Enquiries:
Investec
Ursula Nobrega +44 (20) 7597 5546
Stephen Koseff
Bernard Kantor
Evolution
Alex Snow +44 (20) 7071 4300
Investec Investment Banking (Financial
Adviser and Joint Corporate Broker to
Investec)
David Currie +44 (20) 7597 5970
Christopher Baird
James Ireland
Credit Suisse (Financial Adviser to
Evolution)
George Maddison +44 (20) 7888 8888
Tom Ng
Joe Hannon
Citigate Dewe Rogerson (Financial PR to
Investec)
Tom Baldock +44 (20) 7638 9571
Justin Griffiths
Pelham Bell Pottinger (Financial PR to
Evolution)
Victoria Geoghegan +44 (20) 7861 3925
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
Evolution Directors and letters of intent received from Evolution
Shareholders is contained in Appendix III to this announcement. Certain
terms used in this announcement are defined in Appendix IV to this
announcement.
Investec Investment Banking, a division of Investec Bank plc, which is
authorised and regulated in the UK by the Financial Services Authority,
is acting for Investec and no one else in connection with the Offer and
this announcement and will not be responsible to anyone other than
Investec for providing the protections afforded to clients of Investec
Investment Banking or for providing advice in connection with the Offer
or any matter referred to herein.
Credit Suisse, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for Evolution and no
one else in connection with the Offer and this announcement and will not
be responsible to anyone other than Evolution for providing the
protections afforded to clients of Credit Suisse or for providing advice
in connection with the Offer or any matter referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any securities
or the solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise. 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. Evolution will
prepare the Scheme Document to be distributed to Evolution Shareholders.
Evolution and Investec urge Evolution 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 Evolution Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and observe,
any applicable requirements. Further details in relation to overseas
shareholders will be contained in the Scheme Document.
The Offer relates to the shares in an English company and is proposed to
be made by means of a scheme of arrangement provided for under company
law of the United Kingdom. The scheme of arrangement will relate to the
shares of a UK company that is a `foreign private issuer` as defined
under Rule 3b-4 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). A transaction effected by means of a scheme of
arrangement is not subject to the proxy and tender offer rules under the
Exchange Act. Accordingly, the Offer is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements of the US
proxy and tender offer rules. Financial information included in the
relevant documentation will have been prepared in accordance with
accounting standards applicable in the UK that may not be comparable to
the financial statements of US companies.
Any securities to be offered pursuant to the Offer as described in this
announcement have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state, district or other jurisdiction of the
United States, or of Australia, Canada or Japan. Accordingly, such
securities may not be offered, sold or delivered, directly or indirectly,
in or into such jurisdictions except pursuant to exemptions from
applicable requirements of such jurisdictions. It is expected that the
Investec Shares to be issued in the Scheme will be issued in reliance
upon the exemption from the registration requirements of the Securities
Act provided by Section 3(a)(10) thereof. Under applicable US securities
laws, persons (whether or not US persons) who are or will be "affiliates"
(within the meaning of the Securities Act) of Evolution or Investec prior
to, or of Investec after, the Effective Date will be subject to certain
transfer restrictions relating to the Investec Shares received in
connection with the Scheme.
If Investec exercises its right to implement the Offer by way of a
Takeover Offer, the Offer will be made in compliance with applicable US
laws and regulations, including applicable provisions of the tender offer
rules under the Exchange Act, to the extent applicable.
Forward Looking Statements
This announcement contains statements about Investec and Evolution 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 Evolution` operations and potential
synergies resulting from the Offer; and (iii) the effects of government
regulation on Investec`s or Evolution` 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 Evolution disclaim any obligation to update any
forward looking or other statements contained herein, except as required
by applicable law.
Dealing Disclosure Requirements
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.
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 Evolution Directors
and letters of intent provided by Evolution 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.evgplc.com by no later than 12 noon (London
time) on 12 September 2011.
You may request a hard copy of this announcement, free of charge, by
contacting the Company Secretaries of Evolution on +44 (20) 7071 4300 and
Investec on +44 (20) 7597 4000.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
9 September 2011
RECOMMENDED SHARE OFFER for The Evolution Group Plc ("Evolution") By
Investec plc ("Investec")
1 Introduction
The Evolution Directors and the Investec Directors are pleased to
announce that they have reached agreement on the terms of a
recommended offer under which Investec will acquire the entire
issued ordinary share capital of Evolution (the "Offer").
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 terms of the Offer, Evolution Shareholders will, in
aggregate, receive approximately 53.8 million fully paid newly
issued Investec Shares. On the basis of the prevailing share price
of Investec, being 433.5 pence, at the time the Evolution Directors
agreed in principle to give their recommendation, the Offer values
the entire issued share capital of Evolution at GBP233.2 million.
Accordingly, Evolution Shareholders will receive 0.23124 new
Investec Shares in exchange for each Evolution Share they hold
which, on the above basis, equates to a value of 100.24 pence per
Evolution Share.
The value of 100.24 pence for each Evolution Share represents a
premium of approximately 44.7 per cent. to the average closing mid-
market price per Evolution Share, of 69.2 pence, over the three
month trading period to 2 August 2011 (being the last Business Day
prior to the commencement of the offer period).
No dividends shall be paid by Evolution between the date of this
announcement and the Effective Date save for the interim dividend of
1 pence per Evolution Share announced on 29 July 2011 and payable to
shareholders on the register on 12 August 2011.
The new Investec Shares to be issued to Evolution Shareholders
pursuant to the Offer will on issue rank pari passu in all respects
with the existing Investec Shares.
The new Investec Shares to be issued under the Scheme are expected
to represent approximately 9.02 per cent. of the issued share
capital of Investec and approximately 6.17 per cent. of the combined
issued share capital of Investec and Investec Limited, in each case
as enlarged by the acquisition of Evolution.
The new Investec Shares will be issued on the Scheme becoming
effective to Evolution 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 Evolution
Shareholders within 28 days and the Court Meeting and General
Meeting are expected to take place in the second half of November
2011. Further details will be set out in the Scheme Document.
3 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 private client investment
management and asset management activities have developed strongly
over the past few years and are 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
acquisition is supportive of these long-term growth objectives.
The Investec Group`s current strategic objectives include increasing
the proportion of its non-lending revenue base. Against this
background, the Investec Group intends to continue to strengthen and
develop its private client investment management and asset
management platforms.
Evolution`s principal operating activities comprise a private client
investment management division and an investment banking division.
As at 30 June 2011, Evolution had net tangible assets of GBP108.8
million, which included cash and cash equivalents of GBP73.7
million, and assets under management of GBP6.0 billion. Subsequent
to that date, Evolution announced it had reached agreement to
acquire BNP Paribas Private Investment Management Limited which, as
at 30 June 2011, had assets under management of approximately GBP1.8
billion.
Investec has grown its private client investment management and
wealth management operations over many years, most recently with the
acquisition in 2010 of the 53% stake in Rensburg Sheppards plc not
already owned by it having held 47% and had a close working
relationship with the business over the previous 5 years. The
business is now branded as Investec Wealth & Investment with assets
under management at 31 March 2011 of GBP14.9 billion in the UK as
well as having an international reach and forming one of the core
pillars of the global Investec Group. The acquisition of Evolution
is designed to create a major UK player in the private client
investment management industry that would benefit from increased
resources and expertise and enjoy further economies of scale. There
is a strong geographic fit between the two businesses, with
Evolution`s UK footprint adding to Investec`s existing UK network
through its offices in Birmingham and the South-West of England.
Investec believes that it is a well-known and respected business,
and that this will be reassuring to Williams de Broe`s clients and
its employees following completion of the transaction and subsequent
integration.
Investec has grown its UK Investment Banking operations considerably
since the acquisition of Guinness Mahon Holdings PLC in 1998. The
business offers a full service mid-market investment banking
capability comprising both corporate finance and securities, acting
for corporate and institutional clients. It has 90 retained UK
listed corporate clients of which 24 are in the FTSE 250, publishes
research on 309 UK listed groups, makes markets in c.200 stocks and
in June 2011 was ranked No.1 Small and Mid-Cap and No.2 in the UK
brokerage Extel awards. The division increasingly benefits from the
capabilities of Investec UK`s Capital Markets division. The
acquisition of Evolution`s equities, corporate finance, fixed income
and debt advisory activities is designed to augment the existing
operations to provide a stronger combined investment banking
operation.
Investec believes that the Offer represents a compelling strategic
fit and that the combination of Investec`s existing private client
investment management business with that of Williams de Broe will
create a stronger platform, allowing it to significantly enhance its
market position. Furthermore, there is great potential to generate
longer term value for the combined business and its employees.
Investec also believes a combination of Evolution Securities with
Investec Investment Banking will contribute to its existing strategy
to be the leading mid-market investment bank in the UK.
4 Recommendation
The Evolution Directors, who have been so advised by Credit Suisse,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the Evolution Directors, Credit Suisse has taken
into account the commercial assessments of the Evolution Directors.
In addition, the Evolution Directors consider the terms of the Offer
to be in the best interests of Evolution Shareholders as a whole.
Accordingly, the Evolution Directors intend to recommend unanimously
that Evolution Shareholders vote in favour of the Scheme at the
Court Meeting and in favour of the General Meeting Resolutions, as
they have irrevocably undertaken to do themselves in respect of
their own beneficial holdings of 6,027,184 Evolution Shares
(representing as at the date of this announcement, in aggregate,
approximately 2.59 per cent. of the existing issued share capital of
Evolution).
5 Background to and reasons for the recommendation
Evolution has delivered a decade of growth, both organic and through
value creating acquisitions. Over the last 10 years, revenues have
increased by over GBP102 million from GBP7.2 million for the year
ended 2001 to GBP109.5 million for the year ended 2010 (a compound
annual growth rate of 35.3 per cent.). Assets under management have
grown by over GBP5.4 billion to GBP5.8 billion over the same period
(a compound annual growth rate of 34.6 per cent.). There has been an
increased dividend payment each year.
The Evolution Board believes that the Offer represents an
opportunity for Evolution Shareholders to realise an immediate and
attractive premium of approximately 36.4 per cent. to the closing
mid-market price per Evolution Share, of 73.5 pence on 2 August 2011
(being the last Business Day prior to the commencement of the offer
period). The Offer allows shareholders to participate in the
potential upside and opportunities from a combination with Investec
as well as providing an interest in a more liquid FTSE 100 security.
In addition, the Evolution Board believes that employees and clients
will benefit from being part of a leading international specialist
bank and asset manager. As such, the Evolution Board intends to
recommend unanimously that Evolution Shareholders vote in favour of
the Offer.
6 Irrevocable undertakings and letters of intent
Investec has received irrevocable undertakings from each of the
Evolution 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 6,027,184
Evolution Shares, representing approximately 2.59 per cent. of the
existing issued share capital of Evolution. The undertakings given
by the Evolution 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 Evolution,
not already owned by it, in which case it shall cease to have effect
on the withdrawal or lapsing of the Takeover Offer.
Investec has obtained letters of intent from Blackrock Investment
Managers (UK) Limited and Majedie Asset Management to vote in favour
of the Scheme and the resolutions to be proposed at the Court
Meeting and to vote in favour of the General Meeting Resolutions in
respect of their respective holdings of 20,935,457 and 6,266,555
Evolution Shares representing, in aggregate, approximately 11.7 per
cent. of the existing issued share capital of Evolution. Investec
also expects to receive a letter of intent from Aberforth Partners
who hold approximately 11.8 per cent. of the issued share capital of
Evolution.
Further details of these irrevocable undertakings and the letters of
intent are set out in Appendix III to this announcement.
7 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 GBP3.8 billion.
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 in Australia.
The Investec Group is organised as a network comprising six business
divisions: Asset Management, Wealth & Investment, Property
Activities, Private Banking, Investment Banking and Capital Markets.
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 2011 the Investec Group reported
operating profit (net profit before tax, goodwill, acquired
intangibles and non-operating items but after earnings attributable
to non-controlling interests) of GBP434.4 million, assets of GBP50.9
billion, total capital resources of GBP5.2 billion and total third
party assets under management of GBP88.9 billion.
8 Information on Evolution
Evolution is the holding company of Evolution Securities, Williams
de Broe and Darwin Strategic Limited. Founded in April 2001,
Evolution is listed on the Official List and traded on the London
Stock Exchange.
Williams de Broe is one of the UK`s leading and fastest growing
private client investment managers, with a heritage dating back to
1869 and offices in Bath, Birmingham, Bournemouth, Edinburgh,
Exeter, Guildford and London.
The business employs over 150 investment professionals in seven UK
locations, including over 70 Investment Managers providing a
comprehensive range of investment services to all of its clients and
their professional advisers.
Evolution has expanded its private client business over the last
five years both through organic growth and with the successful
integration in 2009 of the new teams in Edinburgh and the Singer &
Friedlander Investment Management Limited acquisition in London,
repositioning the business in its sector.
Williams de Broe`s performance and research capability have most
recently been recognised by:
* The Daily Telegraph Wealth Management awards, winning Research
Analyst of the Year 2010, and
* The Financial Times Wealth Management Review 2011 where two of
its portfolio strategies were ranked first and second for
performance over the past 3 years
As at 30 June 2011, Williams de Broe had assets under management of
approximately GBP6.0 billion. Subsequent to that date, Evolution
announced that Williams de Broe had reached agreement to acquire BNP
Paribas Private Investment Management Limited. As at 30 June 2011
BNP Paribas Private Investment Management Limited had assets under
management of approximately GBP1.8 billion.
Evolution Securities is a leading investment bank focused on serving
an international institutional corporate client base, specialising
in the UK and European equity and debt markets. Services include
equity and fixed income research, institutional sales and trading,
equity market making, debt capital markets and equity corporate
finance and corporate broking.
Evolution Securities` corporate broking and advisory team has 80
corporate clients. The business has executed 30 equity issues since
January 2010 raising over GBP2.6 billion and has significant
strength and track record in the natural resources sectors.
Evolution Securities publishes research on more than 250 UK and Pan-
European listed companies, and makes markets in over 400 stocks.
Evolution Securities was ranked first in both FTSE 100 and FTSE 250
stock recommendation categories by StarMine Analyst Awards.
Evolution Securities was voted Top European Fixed Income Agency
Broker of 2011 by Credit Magazine for the 3rd consecutive year. In
2010 the fixed income business traded over EUR16 billion worth of
bonds in more than 2,100 different securities.
Evolution Securities has also been a market leader in the debt
capital markets business during 2011, resulting in the successful
issuances of retail bonds for Tesco, Provident Financial and Places
for People raising in excess of GBP300 million.
For the 6 months ended 30 June 2011, the Evolution Group reported an
after tax profit of GBP2.8 million and gross assets of GBP372.1
million. For the 12 month period ended 31 December 2010, the
Evolution Group reported a loss after tax of GBP2.0 million.
9 Management, employees and locations
There is a strong geographic fit between Investec`s and Williams de
Broe`s wealth and investment businesses, with Williams de Broe`s UK
footprint adding to Investec`s existing UK network through its
offices in Birmingham and the South-West of England. While Investec
may over time seek to consolidate operations in cities where the
enlarged group has two offices, there are no current plans to change
the locations of Investec or Evolution`s places of business.
Investec has great respect for the business that has been built up
within Williams de Broe, in particular the client relationships of
their investment managers. Investec is committed to retaining these
managers and supporting them in growing the relationships with their
clients. Investec`s existing wealth and investment operation has
proven and scalable settlement and support capability. Accordingly,
Investec intends, through its strategic and integration committees,
to achieve operational synergies, including some headcount
reductions in support functions, but does not expect this to impact
the client service and operational effectiveness of the business.
Investec`s existing strategy is to be the leading mid-market
investment bank in the UK. Through the acquisition of Evolution
Securities, Investec expects to augment Investec`s existing well-
ranked UK investment banking capabilities and strong corporate and
institutional client franchise. Evolution`s fixed income and debt
capital markets offering is a good complement to Investec`s existing
business in that area. Investec intends to reduce aggregate
investment banking headcount to avoid unnecessary overlap with its
existing activities whilst maintaining an appropriately sized
employee base.
The existing chief executive of Evolution, Alex Snow, will become
the executive chairman of Investec`s UK investment banking division
and will join the boards of Investec Bank plc and Investec Wealth &
Investment Limited. David Currie will continue as head of Investec`s
UK investment banking division. Philip Howell will remain the chief
executive of Williams de Broe and will join the board of Investec
Wealth & Investment Limited and become a member of the strategic and
integration committees of the greater wealth and investment group.
Jonathan Wragg, the chief executive of Investec Wealth & Investment
Limited and an existing member of the strategic and integration
committees will join the board of Williams de Broe.
Following completion of the Offer, the existing employment rights,
including pension rights, of the management and employees of
Evolution will be fully safeguarded.
10 Evolution Share Schemes
At the same time as, or as soon as practicable following,
publication of the Scheme Document, Evolution will write to
participants in the Evolution Share Schemes to inform them of the
effect of the Offer on their rights under the Evolution Share
Schemes and to set out appropriate proposals.
11 Implementation Agreement
Evolution and Investec have entered into the lmplementation
Agreement which contains certain obligations in relation to the
implementation of the Scheme and the conduct of Evolution`s
operations prior to the Effective Date or termination of such
agreement. In particular, the lmplementation Agreement contains the
following principal provisions:
Non-Solicitation arrangements
Evolution has undertaken, amongst other things (subject to the
overriding fiduciary duties of the Evolution Directors), not to, and
to procure that members of its Group do not, make any initial or
further approach to, entertain any approach from, or enter into or
continue negotiations with, any other person with a view to a Third
Party Transaction taking place.
Evolution has also undertaken to notify Investec immediately in
writing of any approach that is made to it or any member of
Evolution`s Group regarding any Third Party Transaction.
Break fee arrangements
Evolution has agreed to pay Investec a break fee of GBP2.3 million
if:
a) the Scheme Document is not posted by Evolution within 28 days
of the date of this announcement or, if permitted by the Panel,
such later date as Evolution and Investec may agree;
b) the Evolution Directors withdraw or adversely modify or qualify
their recommendation (or intention to recommend) to Evolution
Shareholders to vote in favour of the Scheme and/or the General
Meeting Resolutions (or if applicable to accept the Offer) or
they at any time decide not to proceed with the Scheme; or
c) a Third Party Transaction is announced prior to the Offer
lapsing or being withdrawn and the Third Party Transaction
referred to in such announcement or any other Third Party
Transaction is either: (i) recommended by the Evolution
Directors; or (ii) becomes or is declared unconditional in all
respects or is completed.
Termination provisions
The lmplementation 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 Evolution Shareholders do not vote to approve the Offer at
the Court Meeting or the General Meeting Resolutions are not
approved at the General Meeting;
c) if the Court Orders are not granted or (save as the parties may
agreed in writing) the Effective Date has not occurred on or
before 31 March 2012;
d) by notice in writing from Investec to Evolution if the
Evolution Directors have withdrawn or adversely modified or
qualified their recommendation to Evolution Shareholders to
vote in favour of the Scheme and the General Meeting
Resolutions 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 (with the
consent of the Panel) or is withdrawn.
Further information regarding the lmplementation Agreement will be
set out in the Scheme Document.
12 Structure of the Scheme
It is intended that the acquisition of the Evolution 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
Evolution and the Evolution 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 ordinary share capital of Evolution.
This is to be achieved by the cancellation of the Scheme Shares held
by Evolution Shareholders and the application of the reserve arising
from such cancellation in paying up in full such number of new
Evolution Shares, which is equal to the number of Scheme Shares
cancelled, and issuing the same to Investec in consideration for
which Evolution Shareholders on the register of members at the
Scheme Record Time will receive new Investec Shares on the basis set
out in paragraph 2 of this announcement.
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 Evolution 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 2011.
Upon the Scheme becoming effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attend or vote at
the Court Meeting or the General Meeting.
Evolution 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 Effective Date.
Investec reserves the right to elect to implement the acquisition of
the Evolution 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 Evolution Shares, as Investec may
decide, having consulted with Evolution 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.
The Investec Shares issued to Evolution Shareholders pursuant to the
Scheme will rank pari passu in all respects with the Investec
Shares. 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.
13 Opening Position Disclosures and Interests
Investec confirms that it has made an Opening Position Disclosure,
setting out the details required to be disclosed by it under Rule
8.1(a) of the Code.
14 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.
15 Delisting and re-registration
Upon or shortly after the Scheme becoming effective, the London
Stock Exchange will be requested to cancel trading in Evolution
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 Evolution Shares from the Official List.
On the Effective Date, share certificates in respect of the
Evolution Shares will cease to be valid and should be destroyed. In
addition, entitlements to Evolution Shares held within the CREST
system will be cancelled on the Effective Date.
It is also proposed that following the Effective Date, Evolution
will be re-registered as a private limited company.
16 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 Evolution Directors and letters of intent
provided by other Evolution shareholders is contained in Appendix
III to this announcement. Certain terms used in this announcement
are defined in Appendix IV to this announcement.
Investec Investment Banking, a division of Investec Bank plc, which
is authorised and regulated in the UK by the Financial Services
Authority, is acting for Investec and no one else in connection with
the Offer and this announcement and will not be responsible to
anyone other than Investec for providing the protections afforded to
clients of Investec Investment Banking or for providing advice in
connection with the Offer or any matter referred to herein.
Credit Suisse, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for Evolution
and no one else in connection with the Offer and this announcement
and will not be responsible to anyone other than Evolution for
providing the protections afforded to clients of Credit Suisse or
for providing advice in connection with the Offer or any matter
referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. 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. Evolution will prepare the Scheme Document to be
distributed to Evolution Shareholders. Evolution and Investec urge
Evolution 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 Evolution Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
The Offer relates to the shares in an English company and is
proposed to be made by means of a scheme of arrangement provided for
under company law of the United Kingdom. The scheme of arrangement
will relate to the shares of a UK company that is a `foreign private
issuer` as defined under Rule 3b-4 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). A transaction effected by
means of a scheme of arrangement is not subject to the proxy and
tender offer rules under the Exchange Act. Accordingly, the Offer is
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement, which differ from the disclosure
requirements of the US proxy and tender offer rules. Financial
information included in the relevant documentation will have been
prepared in accordance with accounting standards applicable in the
UK that may not be comparable to the financial statements of US
companies.
Any securities to be offered pursuant to the Offer as described in
this announcement have not been and will not be registered under the
US Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of any state, district or other
jurisdiction of the United States, or of Australia, Canada or Japan.
Accordingly, such securities may not be offered, sold or delivered,
directly or indirectly, in or into such jurisdictions except
pursuant to exemptions from applicable requirements of such
jurisdictions. It is expected that the Investec Shares to be issued
in the Scheme will be issued in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section
3(a)(10) thereof. Under applicable US securities laws, persons
(whether or not US persons) who are or will be "affiliates" (within
the meaning of the Securities Act) of Evolution or Investec prior
to, or of Investec after, the Effective Date will be subject to
certain transfer restrictions relating to the Investec Shares
received in connection with the Scheme.
If Investec exercises its right to implement the Offer by way of a
Takeover Offer, the Offer will be made in compliance with applicable
US laws and regulations, including applicable provisions of the
tender offer rules under the Exchange Act.
Forward looking statements
This announcement contains statements about Investec and Evolution
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 Evolution` operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation on Investec`s or Evolution` 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
Evolution disclaim any obligation to update any forward looking or
other statements contained herein, except as required by applicable
law.
Enquiries:
Investec
Ursula Nobrega +44 (20) 7597 5546
Stephen Koseff
Bernard Kantor
Evolution
Alex Snow +44 (20) 7071 4300
Investec Investment Banking (Financial
Adviser and Joint Corporate Broker to
Investec)
David Currie +44 (20) 7597 5970
Christopher Baird
James Ireland
Credit Suisse (Financial Adviser to
Evolution)
George Maddison +44 (20) 7888 8888
Tom Ng
Joe Honnen
Citigate Dewe Rogerson (Financial PR to
Investec)
Tom Baldock +44 (20) 7638 9571
Justin Griffiths
Pelham Bell Pottinger (Financial PR to
Evolution)
Victoria Geoghegan +44 (20) 7861 3925
Dealing Disclosure Requirements
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 and www.evgplc.com by no later than 12 noon
(London time) on 12 September 2011.
You may request a hard copy of this announcement, free of charge, by
contacting the Company Secretaries of Evolution on +44(20) 7071 4300
and Investec on +44 (20) 7597 4000.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
1 Part A: Conditions of the Offer
The Offer will be conditional upon the Scheme becoming unconditional
and becoming effective subject to the City Code, by no later than 31
March 2012 or such later date (if any) as Investec and Evolution
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
Evolution) 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, Evolution 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 Scheme creates a relevant merger situation
within the meaning of section 23 of the Enterprise Act 2002,
the Office of Fair Trading ("OFT") indicating in terms
reasonably satisfactory to Investec that it has decided not to
refer the Scheme or any part of it to the Competition
Commission ("UK Competition Commission"); and
b) to the extent the Scheme falls to be notified under section
18(1) of the Competition Act 2002 (as amended) (the "Irish
Competition Act"), the Irish Competition Authority either
informing the parties of its determination under section
21(2)(a) of the Irish Competition Act that the Scheme may be
put into effect or the period specified in section 19(1)(c) of
the Irish Competition Act elapsing without the Irish
Competition Authority having informed the parties of the
determination (if any);
c) the Financial Services Authority having formally (and
unconditionally or on such terms satisfactory to Investec
(acting reasonably)) 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 Evolution 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);
d) the Securities and Futures Commission of Hong Kong having
formally (and unconditionally or on terms satisfactory to
Investec (acting reasonably)) approved, under section 132 of
the Securities and Futures Ordinance (Cap. 571 of the Laws of
Hong Kong (the "SFO")), as a substantial shareholder (as such
term is defined in the SFO), Investec, and any relevant
affiliate of Investec which would be deemed to be a substantial
shareholder in respect of all and any entities within the
Evolution Group which are licensed corporations (as such term
is defined in the SFO);
e) Central Bank of Ireland having formally (and unconditionally or
on terms satisfactory to Investec (acting reasonably)) approved
Investec and any relevant affiliate of Investec which would be
deemed to be acquiring a direct or indirect qualifying holding
(as such term is defined in European Communities (Assessment of
Acquisitions in the Financial Sector) Regulations 2009) in
respect of all and any of the entities within the Evolution
Group which are UCITS management companies under Regulation 21
of Statutory Instrument Number 353 of 2011;
f) 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
Evolution 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;
g) 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 Evolution 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 Evolution 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;
h) 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
Evolution 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 Evolution 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 Evolution 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 Evolution Group to make an offer to
acquire, any shares or other securities (or the
equivalent) of any member of the Wider Evolution 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 Evolution 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 Evolution 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 Evolution which, in any
case, is material in the context of the Wider Evolution
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 Evolution Group, in
each case to an extent which is material in the context of
the Wider Evolution Group taken as a whole;
v) result in any member of the Wider Evolution 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 Evolution 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, Evolution 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 Evolution Shares or the acquisition of
control of Evolution or any member of the Wider Evolution
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;
i) save as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, permit or other instrument to which
any member of the Wider Evolution 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 Evolution or because of a
change in the control or management of any member of the Wider
Evolution Group or otherwise, would result, in any case to an
extent which is material in the context of the Wider Evolution
Group taken as a whole, in:
i) any monies borrowed by, or any other indebtedness, actual
or contingent, of, any member of the Wider Evolution 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
Evolution 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
Evolution 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 Evolution 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 Evolution 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
Evolution or any member of the Wider Evolution Group being
prejudiced or adversely affected; or
viii)the creation of any liability (actual or contingent) by
any member of the Wider Evolution Group;
j) save as Disclosed, no member of the Wider Evolution Group
having since 31 December 2010:
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 Evolution and
wholly-owned subsidiaries of Evolution and save for the
issue of Evolution 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
Evolution Share Schemes);
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 Evolution to Evolution or any
of its wholly-owned subsidiaries;
iii) other than pursuant to the implementation of the Offer
(and save for transactions between Evolution 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 Evolution Group taken as a whole or
any change in its share or loan capital (save for the
issue of Evolution Shares on the exercise or vesting of
options or awards granted before the date of this
announcement under the Evolution Share Schemes);
iv) (save for transactions between Evolution 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 Evolution Group taken
as a whole or authorised, proposed or announced any
intention to do so;
v) (save for transactions between Evolution 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
Evolution 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 Evolution Group, which is, in
any such case, material in the context of the Wider
Evolution 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 Evolution;
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 Evolution Group, which
is, in any such case, material in the context of the Wider
Evolution 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 Evolution Share
Schemes pursuant to rights granted before the date of this
announcement or as between Evolution and wholly-owned
subsidiaries of Evolution;
x) waived, compromised or settled any claim otherwise than in
the ordinary course of business which is material in the
context of the Wider Evolution Group as a whole;
xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Evolution
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 Evolution
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
Evolution 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 Evolution 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);
k) save as Disclosed, since 31 December 2010 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 Evolution Group which
is material in the context of the Wider Evolution 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 Evolution 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 Evolution Group having been
threatened, announced or instituted or remaining
outstanding, against or in respect of any member of the
Wider Evolution Group and which in any such case might
reasonably be expected to be material in the context of
the Wider Evolution 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 Evolution Group which is material in the context
of the Wider Evolution 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 Evolution
Group which is necessary for the proper carrying on of its
business which is material in the context of the Wider
Evolution Group taken as a whole;
l) save as Disclosed, Investec not having discovered:
i) that the financial, business or other information
concerning the Wider Evolution Group publicly announced or
the Wider Evolution 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 Evolution Group as a whole;
ii) that any member of the Wider Evolution 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 Evolution 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
Evolution Group and which is material in the context of
the Wider Evolution 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 (in whole or in part, all or
any of the above Conditions in paragraph 3 (other than 3(f)). 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, Evolution, 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 (l)
(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 Evolution
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, with the consent of the Panel, to elect
to implement the acquisition of the Evolution Shares 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 it is referred to the UK Competition
Commission before the later of the time of the Court Meeting and the
time of the General Meeting. In such event Evolution will not be
bound by the terms of the Scheme.
6 The availability of the Offer to Evolution Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
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,
3(a) and 3(f) 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
SOURCES OF INFORMATION AND BASES OF CALCULATION
i) The value placed by the Offer on the entire issued share capital of
Evolution is based on 232,680,307 Evolution Shares in issue on 8
September 2011, being the last dealing day prior to the date of this
announcement. The value of the Offer is also based on the mid-market
price of Investec Shares as quoted by Fidessa at 10.40 am on 8
September 2011, being the time at which the Evolution board agreed
in principle to give their recommendation.
ii) The closing mid-market share prices of Evolution Shares on 2 August
2011 and over the three month period prior to 2 August 2011 have
been taken from the London Stock Exchange Daily Official List.
iii) Unless otherwise stated, the financial information relating to
Evolution stated as at or in respect of the period ended 30 June
2011 is extracted from the unaudited half-yearly financial
statements of Evolution for the six months ended 30 June 2011.
iv) Unless otherwise stated, the financial information relating to
Evolution stated as at or in respect of the period ended 31 December
2010 is extracted from the audited consolidated financial statements
of Evolution for the financial year to 31 December 2010 prepared in
accordance with IFRS.
v) The financial information relating to Investec stated as at or in
respect of the period ended 31 March 2011 is extracted from the
audited consolidated financial statements of the Investec Group for
the year ended 31 March 2011.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
The Evolution Directors have given irrevocable undertakings to vote or
procure the vote in favour of the Offer:
Name Number of Evolution % of issued share
Shares capital
Alex Snow 5,634,545 2.422
Martin Gray 35,000 0.015
Peter Gibbs 100,000 0.043
Christopher 126,000 0.054
Chambers
Philip Howell 5,839 0.003
Lord MacLaurin 125,800 0.054
Roger Perkin - -
Total 6,027,184 2.591
In addition the Evolution 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 Evolution Shares issued to them before
the meetings on the exercise of certain options.
The undertakings given by the Evolution 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
Evolution, 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 Evolution Shares have given letters of intent to
vote in favour of the Offer:
Name Number of Evolution % of issued share
Shares capital
Blackrock 20,935,457 9.00
Investment
Management (UK)
Limited
Majedie Asset 6,266,555 2.70
Management
Total 27,202,012 11.70
APPENDIX IV
DEFINITIONS
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
Evolution for the year ended 31
December 2010
"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 Evolution
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
"Credit Suisse" Credit Suisse Securities (Europe)
Limited, financial adviser to
Evolution
"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 Evolution prior to the
date of this announcement
"Effective Date" the date on which the Scheme becomes
effective
"Evolution" or the The Evolution Group Plc
"Company"
"Evolution Directors" the directors of Evolution as at the
date of this announcement
"Evolution Group" Evolution, its subsidiaries and
subsidiary undertakings
"Evolution Securities" Evolution Securities Limited
"Evolution Shares" the existing unconditionally
allotted or issued and fully paid
ordinary shares of 1 pence each in
the capital of Evolution and any
further such ordinary shares which
are unconditionally allotted or
issued before the Scheme becomes
effective
"Evolution the holders of Evolution Shares
Shareholders" or
"Shareholders"
"Evolution Share Evolution Share Incentive Plan, the
Schemes" 2001 Executive Share Option Scheme,
the 2002 Executive Share Incentive
Plan, the Joint Share Ownership Plan
and the Growth Share Ownership Plan
"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
Evolution 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,
Resolutions" the Capital Reduction and the
amendment of Evolution` articles of
association, together with the other
resolutions set out in the Scheme
Document
"IFRS" International Financial Reporting
Standards
"Implementation means the implementation agreement
Agreement" between Investec and Evolution dated
9 September 2011
"Investec" Investec plc
"Investec Group" Investec, Investec Limited and their
respective subsidiaries and, where
the context permits, each of them
"Investec Investment Investec Investment Banking, a
Banking" division of Investec Bank plc,
acting as financial adviser and
joint corporate broker to Investec
"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 share capital of
Evolution 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 Evolution 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 Evolution to any
regulatory information service or in
its report and accounts for the
years ended 31 December 2010
"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
"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 Evolution 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 Evolution 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 Evolution)
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
Evolution 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 Evolution 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
Evolution 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 means (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
Evolution or (ii) a material part of
the business or assets of Evolution
or Evolution`s Group or (b) the
entering into, by Evolution or any
member of Evolution`s 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
"Wider Evolution Evolution, its subsidiaries,
Group" subsidiary undertakings and
associated undertakings and any
other body corporate, partnership,
joint venture or person in which
Evolution 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
"Williams de Broe" Williams de Broe Limited
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.
Date: 09/09/2011 08:05:06 Produced by the JSE SENS Department.
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indirect, incidental or consequential loss or damage of any kind or nature,
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