| Fri 9 Sep 2011, 16:34 | | INL / INP - Investec Limited / Investec plc - Letters of intent |
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INL INP
INL INP
INL / INP - Investec Limited / Investec plc - Letters of intent
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")
LETTERS OF INTENT
Further to the announcement earlier today regarding the terms of a recommended
offer under which Investec will acquire the entire issued ordinary share capital
of Evolution (the "Offer Announcement"), Investec is pleased to announce that it
has received a letter of intent from Aberforth Partners LLP 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 which takes the aggregate number of
share in respect of which Investec has received either irrevocable undertakings
or letters of intent to approximately 21.08 per cent.
The letter of intent from Aberforth Partners LLP has been given in respect of
15,797,644 Evolution Shares representing approximately 6.79 per cent. of the
existing issued share capital of Evolution. Taken together with the letters of
intent received from Blackrock Investment Managers (UK) Limited and Majedie
Asset Management, details of which were set out in the Offer Announcement,
Investec has received letters of intent in respect of 42,999,656 Evolution
Shares representing, in aggregate, approximately 18.49 per cent. of the existing
issued share capital of Evolution.
As set out in the Offer Announcement, Investec has also received irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting and in favour
of the General Meeting Resolutions in respect of 6,027,184 Evolution Shares
representing approximately 2.59 per cent. of the existing issued share capital
of Evolution.
A summary of the irrevocable undertakings given by the Evolution Directors and
letters of intent received from Evolution Shareholders is contained in Appendix
I to this announcement.
Defined terms used in this announcement have the same meaning as set out in
Appendix IV to the Offer Announcement.
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 in the Offer Announcement and the further terms and conditions set
out in the Scheme Document and Forms of Proxy when issued.
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.
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 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 Secretary of 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 IIRREVOCABLE 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
Aberforth Partners 15,797,644 6.79
LLP
Majedie Asset 6,266,555 2.70
Management
Total 42,999,656 18.49
Investment Bank and Sponsor:
Investec Bank Limited
Date: 09/09/2011 16:34:02 Produced by the JSE SENS Department.
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