| Wed 21 Dec 2011, 13:21 | | INL/INP - Investec Limited/Investec plc - The Evol |
|
INL INP
INL INP
INL/INP - Investec Limited/Investec plc - The Evolution Group Plc
("Evolution" or the "Company") Offer Update - Court sanction of Scheme of
arrangement
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
21 December 2011
The Evolution Group Plc ("Evolution" or the "Company")
Offer Update - Court sanction of Scheme of arrangement
On 9 September 2011, the Evolution Directors and the Board of Directors of
Investec plc ("Investec") announced that they had reached agreement on the
terms of a recommended share offer ("the Offer"), to be implemented by way
of a Court sanctioned scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Scheme"), under which it was proposed that Investec would
acquire the entire issued ordinary share capital of Evolution. A scheme
document to shareholders of Evolution (the "Scheme Document"), containing
further information on the Scheme, was published on 3 October 2011. The
Scheme and its implementation was approved by the shareholders of Evolution
on 27 October 2011.
Investec and Evolution are pleased to announce that the Court has today made
an order to sanction the Scheme to give effect to the Offer. The Scheme will
become effective on delivery of the Court order to the Registrar of
Companies, which is expected to take place on 22 December 2011, whereupon
the entire issued ordinary share capital of Evolution will be owned by
Investec.
A request has been made to the UK Listing Authority and the London Stock
Exchange for a suspension of the listing of, and dealings in, Evolution
Shares with effect from 4.30 p.m. today, 21 December 2011. Evolution
Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on
21 December 2011, will receive 0.23124 New Investec Shares for each Scheme
Share held.
Admission of the New Investec Shares to listing on the Official List of the
UK Listing Authority (the "Official List") and to trading on the London
Stock Exchange`s main market for listed securities (the "Main Market") and
the Johannesburg Stock Exchange is expected to occur with effect from 8.00
a.m. (UK time) tomorrow, 22 December 2011.
Settlement of the New Investec Shares held through CREST is expected to take
place by 8.00 a.m. (UK time) tomorrow, 22 December 2011. Share certificates
in relation to the New Investec Shares to be held in certificated form will
be despatched no later than 5 January 2012.
The admission to trading of Evolution Shares on the Main Market and the
listing of Evolution Shares on the Official List is expected to be cancelled
at Evolution` request with effect from 8.00 a.m.(UK time) tomorrow, 22
December 2011.
Defined terms used but not defined in this announcement have the meanings
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 3925
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.
A copy of this announcement will be made available, free of charge, at
www.evgplc.com and www.investec.com by no later than 12 noon (London time)
on 22 December 2011.
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.
Sponsor:
Invetstec Bank Limited
Date: 21/12/2011 13:15:16 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.
