21 Dec 2011 10:49
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
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(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
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Investec | |
Ursula Nobrega Stephen Koseff Bernard Kantor
| +44 (20) 7597 5546
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Credit Suisse (Financial Adviser to Evolution) | |
George Maddison Joe Hannon
| +44 (20) 7888 8888
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Investec Investment Banking (Financial Adviser and Joint Corporate Broker to Investec) | |
David Currie Christopher Baird James Ireland
| +44 (20) 7597 5970
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Pelham Bell Pottinger (Financial PR to Evolution) | |
Victoria Geoghegan
| +44 (20) 7861 3925
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Citigate Dewe Rogerson (Financial PR to Investec) | |
Tom Baldock Justin Griffiths | +44 (20) 7638 9571 |
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.