| Tue 4 Oct 2011, 12:28 | | INL/INP - Investec Limited/Investec plc - Recommended share offer for the |
|
INL INP
INL INP
INL/INP - Investec Limited/Investec plc - Recommended share offer for the
Evolution Group Plc
Investec Limited
Incorporated in the Republic of South Africa
Registration number 1925/002833/06
JSE share code: INL
ISIN: ZAE000081949
Investec plc
Incorporated in England and Wales
Registration number 3633621
JSE share code: INP
ISIN: GB00B17BBQ50
(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
4 October 2011
RECOMMENDED SHARE OFFER for The Evolution Group Plc ("Evolution") by
Investec plc ("Investec")
Correction to the Scheme Document
We refer to the scheme document published by Evolution yesterday, 3 October
2011, in connection with the recommended share offer by Investec for
Evolution, a copy of which is available on the websites of Evolution and
Investec at www.evgplc.com and www.investec.com respectively. This
announcement corrects the disclosure made in paragraph 5.4(ii), Part VI
(Additional Information) of the Scheme Document relating to the aggregated
dealings by Investec and its concert parties (other than BAML) in Evolution
relevant securities for the disclosure period. The table below contains the
correct data.
Transaction Transaction No of Evolution High price Low price
period Shares
3-8-10 - 2-11-10 Sell 5574 85.26p 85.26p
3-11-10 - 2-2-11 Buy 7200 76.00p 76.00p
Sell 1500 76.06p 76.06p
3-2-11 - 2-5-11 Buy 314362 76.85p 76.85p
Sell 628724 77.00p 76.85p
3-5-11 - 2-6-11 Buy 325406 71.63p 71.63p
Sell 328021 71.63p 70.50p
3-7-11 - 2-8-11 Sell 8850 78.25p 65.30p
3-8-11 - 29-9-11 Buy 15000* 93.00p 87.80p
Sell 15000* 86.50p 86.50p
*The purchases made between 3 August 2011 and 29 September 2011 above were
carried out in error and these securities have now been sold with the Panel
Executive`s consent. The Panel Executive has confirmed that these trades
will not attract any consequences under the Takeover Code.
A full list of dealings by Investec and its concert parties in Evolution
relevant securities is on display on the websites of Evolution and Investec
at www.evgplc.com and www.investec.com respectively
Capitalised terms in this announcement have the same meanings as set out in
the Scheme Document.
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.
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 is made solely by means of the Scheme Document, which
contains the full terms and conditions of the Offer, including details of
how to vote in favour of the Scheme. Investec urges Evolution Shareholders
to read the Scheme Document because it contains 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 are
contained in the Scheme Document.
The Offer relates to the shares in an English company and is proposed to be
made by means of a scheme of arrangement provided for under company law of
the United Kingdom. The scheme of arrangement will relate to the shares of
a UK company that is a `foreign private issuer` as defined under Rule 3b-4
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
A transaction effected by means of a scheme of arrangement is not subject
to the proxy and tender offer rules under the Exchange Act. Accordingly,
the Offer is subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement, which differ from the
disclosure requirements of the US proxy and tender offer rules. Financial
information included in the relevant documentation will have been prepared
in accordance with accounting standards applicable in the UK that may not
be comparable to the financial statements of US companies.
Any securities to be offered pursuant to the Offer as described in this
announcement have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state, district or other jurisdiction of the United
States, or of Australia, Canada or Japan. Accordingly, such securities may
not be offered, sold or delivered, directly or indirectly, in or into such
jurisdictions except pursuant to exemptions from applicable requirements of
such jurisdictions. It is expected that the Investec Shares to be issued in
the Scheme will be issued in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section
3(a)(10) thereof. Under applicable US securities laws, persons (whether or
not US persons) who are or will be "affiliates" (within the meaning of the
Securities Act) of 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 5 October 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.
Date: 04/10/2011 12:28:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
