| Wed 14 Dec 2011, 17:10 | | INL/INP - Investec Limited/Investec plc - Offer Update - Approval from the |
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INL INP
INL INP
INL/INP - Investec Limited/Investec plc - Offer Update - Approval from the
Central Bank of Ireland
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")
Offer Update - Approval from the Central Bank of Ireland
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
14 December 2011
Investec plc ("Investec") and The Evolution Group Plc ("Evolution")
Offer Update - Approval from the Central Bank of Ireland
Investec and Evolution are pleased to announce that the Central Bank of Ireland
has today given its approval for the Offer. 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 and the sanction of the Court.
As announced on 13 December 2011, 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.
Date: 14/12/2011 17:10:01 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.
