| Mon 12 Sep 2011, 10:55 | | 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 released on Friday 09 September 2011, Investec
has now received a letter of intent from Schroder Investment Management
Limited to vote in favour of the Scheme and resolutions to be proposed at
the Court Meeting and to vote in favour of the General Meeting Resolutions.
This takes the aggregate number of shares in respect of which Investec has
received either irrevocable undertakings (2.59%) or letters of intent
(22.65%) to approximately 25.24%.
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 I
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
Aberforth Partners 15,797,644 6.79
LLP
Majedie Asset 6,266,555 2.70
Management
Schroder Investment 9,698,872 4.17
Management Limited
Total 52,698,528 22.65
Date: 12/09/2011 10:55:01 Produced by the JSE SENS Department.
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