| Tue 13 Dec 2011, 16:00 | | INL/INP Investec Limited/Investec plc - Investec plc and The Evolution Group |
|
INL INP
INL INP
INL/INP Investec Limited/Investec plc - Investec plc and The Evolution Group
Plc Offer Update - Approval from the Securities and Futures Commission of
Hong Kong
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.
Accordingly, we advise of the following:
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
13 December 2011
Investec plc ("Investec") and The Evolution Group Plc ("Evolution")
Offer Update - Approval from the Securities and Futures Commission of Hong
Kong
Investec and Evolution are pleased to announce that the Securities and
Futures Commission of Hong Kong has today given its approval for the Offer
pursuant to section 132 of the Securities and Futures Ordinance. The
condition to implementation of the Scheme relating to such approval having
been obtained has now been satisfied.
The Scheme remains subject to the satisfaction of certain other conditions,
including the approval of the FSA, Central Bank of Ireland and the sanction
of the Court.
As announced earlier today, the Court hearing to sanction the Scheme and
confirm the Capital Reduction was adjourned and is now scheduled for 21
December 2011.
Capitalised terms in this announcement have the same meanings as set out in
the Scheme Document.
Enquiries:
Evolution
Alex Snow +44 (20) 7071 4300
Investec
Ursula Nobrega +44 (20) 7597 5546
Stephen Koseff
Bernard Kantor
Credit Suisse (Financial Adviser to
Evolution)
George Maddison +44 (20) 7888 8888
Joe Hannon
Investec Investment Banking (Financial
Adviser and Joint Corporate Broker to
Investec)
David Currie +44 (20) 7597 5970
Christopher Baird
James Ireland
Pelham Bell Pottinger (Financial PR to
Evolution)
Victoria Geoghegan +44 (20) 7861 392
Citigate Dewe Rogerson (Financial PR to
Investec)
Tom Baldock +44 (20) 7638 9571
Justin Griffiths
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.
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. 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.
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.
A copy of this announcement will be made available, free of charge, at
www.evgplc.com by no later than 12 noon (London time) on the Business Day
following the date of this announcement.
You may request a hard copy of this announcement, free of charge, by
contacting the Company Secretary of Evolution on +44 (20) 7071 4300. 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.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any paper offeror
is first identified. An Opening Position Disclosure must contain details of
the person`s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any
paper offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 pm (London time) on the
10th business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company
or of a paper offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
1% or more of any class of relevant securities of the offeree company or of
any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A
Dealing Disclosure must contain details of the dealing concerned and of the
person`s interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any paper
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an interest
in relevant securities of an offeree company or a paper offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree
company, by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror
was first identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel`s Market Surveillance Unit on +44 (0) 20 7638 0129.
Sponsor
Investec Bank
Date: 13/12/2011 16:00:02 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.
