Offer for Rensburg Sheppards
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Investec Limited |
Investec plc |
Rensburg Sheppards plc Incorporated in England and Wales Registration number 02146011 LSE share code: RBG ISIN: GB00B0712D26 |
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
30 March 2010
RECOMMENDED SHARE OFFER
for
Rensburg Sheppards plc ("Rensburg Sheppards")
by
Investec plc ("Investec")
Summary
· The Independent Rensburg Sheppards Directors and the Board of Directors of Investec are pleased to announce that they have reached agreement on the terms of a recommended all share offer under which Investec will acquire the entire issued and to be issued ordinary share capital of Rensburg Sheppards not already owned by it (the "Offer"). It is intended that the Offer will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act.
· Investec currently has an interest in approximately 47 per cent. of Rensburg Sheppards' existing issued share capital and has a long and established relationship with Rensburg Sheppards.
· Under the terms of the Offer, Rensburg Sheppards Shareholders will receive 1.63 fully paid newly issued Investec Shares in exchange for each fully paid Rensburg Sheppards Share currently held.
· No dividends shall be paid by Rensburg Sheppards between the date of this announcement and the Effective Date. The Investec Shares issued to Rensburg Sheppards Shareholders pursuant to the Offer will rank for Investec's final dividend in respect of the year ending 31 March 2010, expected to be paid in August 2010.
· The Offer values each Rensburg Sheppards Share at 916 pence and the entire issued and to be issued share capital of Rensburg Sheppards at approximately GBP412 million based on the closing price of Investec of 562 pence on 29 March 2010 (being the last Business Day prior to the date of this announcement and start of the offer period).
· The value of 916 pence for each Rensburg Sheppards Share represents a premium of:
· approximately 48 per cent. to the closing mid-market price per Rensburg Sheppards Share, of 620 pence, on 29 March 2010 (being the last Business Day prior to the date of this announcement and the start of the offer period);
· approximately 50 per cent. to the average closing mid-market price per Rensburg Sheppards Share, of 609 pence, over the one month trading period to 29 March 2010; and
· approximately 54 per cent. to the average closing mid-market price per Rensburg Sheppards Share, of 596 pence, for the three months trading period to 29 March 2010.
· Investec has obtained letters of intent from Schroders Investment Management Limited and BlackRock Investment Management (UK) Limited to vote in favour of the Scheme and the resolutions to be passed at the Court Meeting and to vote in favour of the General Meeting Resolution in respect of their respective holdings of 3,398,743 and 1,294,833 Rensburg Sheppards Shares representing approximately 7.7 per cent. and 2.9 per cent. of the existing issued share capital of Rensburg Sheppards respectively.
· The new Investec Shares to be issued under the Scheme are expected to represent approximately 7.8 per cent. of the issued share capital of Investec and 5.1 per cent. of the combined issued share capital of Investec and Investec Limited in each case as enlarged by the acquisition of Rensburg Sheppards.
· Investec is a public limited company registered in England and Wales. The Investec Shares are listed on the Official List and are traded on the London Stock Exchange and are a constituent of the FTSE 100 index. Investec is an international, specialist bank and asset manager that provides a diverse range of financial products and services to a select client base. Investec is organised as a network comprising five business divisions: Private Client Activities, Capital Markets, Investment Banking, Asset Management and Property Activities. Upon completion of the Offer, Rensburg Sheppards will become part of Investec's Private Client Activities division.
· Rensburg Sheppards is a public limited company registered in England and Wales. The Rensburg Sheppards Shares are listed on the Official List of the London Stock Exchange. Rensburg Sheppards has a long history of providing investment management services from its origins dating back to the mid-nineteenth century. In its current form Rensburg Sheppards came about through the reverse merger of Investec's Carr Sheppards Crosthwaite Limited business with the then Rensburg plc. The merger transformed Rensburg Sheppards into a leading investment management firm in the UK. Rensburg Sheppards provides high quality professional advice and services to its clients. It has a broad geographic spread with eleven regional offices throughout the UK and approximately 600 employees. The Rensburg Sheppards Group had funds under management of GBP12.3 billion as at 31 December 2009 and comprises Rensburg Sheppards Investment Management and Rensburg Fund Management.
· Investec's current plans for Rensburg Sheppards do not involve any material change in its executive management team, operating structure or commercial offering. There is limited overlap between Investec and Rensburg Sheppards operations ensuring continuity for clients and employees.
· As Stephen Koseff and Bernard Kantor are directors of both companies, they have absented themselves from all deliberations of the Rensburg Sheppards board in connection with the Offer, accordingly the Offer has been considered and recommended by the Independent Rensburg Sheppards Directors.
· The Independent Rensburg Sheppards Directors, who have been so advised by Fenchurch Advisory Partners, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Rensburg Sheppards Directors, Fenchurch Advisory Partners has taken into account the commercial assessments of these directors. In addition, the Independent Rensburg Sheppards Directors consider the terms of the Offer to be in the best interests of Rensburg Sheppards Shareholders as a whole. Accordingly, the Independent Rensburg Sheppards Directors intend to recommend unanimously that Rensburg Sheppards Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the General Meeting Resolution, as they have irrevocably undertaken to do themselves in respect of their own beneficial holdings of 129,948 Rensburg Sheppards Shares (representing as at the date of this announcement, in aggregate, approximately 0.3 per cent. of the existing issued share capital of Rensburg Sheppards).
· The Offer is conditional, among other things, on certain regulatory conditions being fulfilled to the reasonable satisfaction of Investec and Rensburg Sheppards, the passing of resolutions by Rensburg Sheppards Shareholders and the sanction of the Court.
· It is expected that the Scheme Document will be posted to Rensburg Sheppards Shareholders in late April and the Court Meeting and General Meeting are expected to take place in late May or early June 2010. Further details will be set out in the Scheme Document.
Commenting on the Offer, Christopher Clarke, Chairman of Rensburg Sheppards, said:
"The independent directors of Rensburg Sheppards are pleased to recommend this offer which is an attractive outcome for our shareholders, clients and employees. The offer values Rensburg Sheppards at a significant premium to its current share price and the offer consideration is in the form of a more liquid FTSE 100 security. This combination is underpinned by a compelling fit and sees Rensburg Sheppards becoming part of a major and respected international financial services group."
Commenting on the Offer, Steve Elliott, Chief Executive of Rensburg Sheppards, said:
"Rensburg Sheppards is a successful business with a respected brand, experienced and knowledgeable employees and a loyal client base. This transaction provides clarity over our ownership and is enhanced by a strong strategic fit and common vision. With very limited overlap between Rensburg Sheppards' and Investec's existing operations, continuity will be ensured for clients and employees. Being part of Investec will reinforce the strong momentum in our business and we will be well placed to grow organically and through participation in industry consolidation."
Commenting on the Offer, Stephen Koseff, Chief Executive of Investec, said:
"Rensburg Sheppards has been a good investment for Investec over the past few years and the proposal we have announced today is the natural next step for both businesses. Investec's wealth and asset management activities have grown strongly in recent times and we believe that Rensburg Sheppards will thrive as part of the Investec Group. We look forward to supporting Rensburg Sheppards and enhancing our strategic position by building an even stronger business in this core area of the market."
Commenting on the Offer, Bernard Kantor, Managing Director of Investec, said:
"We have an already strong and close relationship which is being reinforced with today's announcement. We have been impressed by how well the business has performed and look forward to investing in its future development. This transaction is consistent with our strategy of growing our asset management and private client platforms and delivering superior service and products to our customers."
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Enquiries: |
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Investec |
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Ursula Nobrega Stephen Koseff Bernard Kantor
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+44 (0) 20 7597 5546
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Rensburg Sheppards |
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Christopher Clarke Steve Elliott Jonathan Wragg
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+44 (0) 20 7597 1234
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Goldman Sachs International (Financial Adviser and Sponsor to Investec) |
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Luigi Rizzo Dirk Lievens John Brennan
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+44 (0) 20 7774 1000
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Fenchurch |
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Malik Karim Graham Marchant
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+44 (0) 20 7382 2222
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BofA Merrill Lynch (Corporate Broker to Investec) |
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Paul Frankfurt Will Smith
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+44 (0) 20 7628 1000 |
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Numis |
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Christopher Wilkinson Andrew Holloway
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+44 (0) 20 7260 1347 |
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Citigate (Public Relations Adviser to Investec) |
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Jonathan Clare Tom Baldock Ged Brumby |
+44 (0) 20 7638 9571 |
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Hudson Sandler (Public Relations Adviser to Rensburg Sheppards) |
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Nick Lyon Michael Sandler
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+44 (0) 20 7796 4133 |
The Offer will be made on the terms and subject to the conditions and further terms set out herein in Appendix I to this announcement and the further terms and conditions set out in the Scheme Document and Forms of Proxy when issued. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings given by the Independent Rensburg Sheppards Directors and letters of intent received from Rensburg Sheppards Shareholders is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.
Goldman Sachs International, 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 Goldman Sachs International or for providing advice in connection with the Offer or any matter referred to herein.
Fenchurch Advisory Partners, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Rensburg Sheppards and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Rensburg Sheppards for providing the protections afforded to clients of Fenchurch Advisory Partnersor for providing advice in connection with the Offer or any matter referred to herein.
Merrill Lynch International (a subsidiary of Bank of America Corporation) ("BofA Merrill Lynch"), which is authorised and regulated in the UK by the Financial Services Authority, is acting as corporate broker for Investec and no one else in connection with the contents of this document and will not be responsible to anyone other than Investec for providing the protections afforded to clients of BofA Merrill Lynch or for providing advice in connection with this document or any matter referred to herein.
Numis Securities Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting as corporate broker for Rensburg Sheppards and for no one else in connection with the contents of this document and will not be responsible to anyone other than Rensburg Sheppards for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in relation to the contents of this document or any matters referred to herein.
This announcement is for informational 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 will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in favour of the Scheme. Rensburg Sheppards will prepare the Scheme Document to be distributed to Rensburg Sheppards Shareholders. Rensburg Sheppards and Investec urge Rensburg Sheppards Shareholders to read the Scheme Document when it becomes available because it will contain 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 Rensburg Sheppards 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 Rensburg Sheppards 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.
Forward Looking Statements
This announcement contains statements about Investec and Rensburg Sheppards that are, or may be, forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Investec's or Rensburg Sheppards' operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Investec's or Rensburg Sheppards' business.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as at the date hereof. Investec and Rensburg Sheppards disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or will, as a result of any transaction, become, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Investec or of Rensburg Sheppards (as applicable), all "dealings" in any "relevant securities" of Investec or Rensburg Sheppards (as applicable) (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Effective Date or on the date the Scheme is otherwise withdrawn. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Investec or of Rensburg Sheppards, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Investec or of Rensburg Sheppards by Investec or Rensburg Sheppards, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at http://www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at http://www.thetakeoverpanel.org.ukor contact the Panel on telephone number +44 (0) 20 7638 0129 or fax +44 (0) 20 7236 7013.
This summary should be read in conjunction with the full text of this announcement. Appendix I to this announcement contains the conditions to, and certain further terms of, the Offer. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix III contains a summary of the irrevocable undertakings given by the Rensburg Sheppards Directors and letters of intent provided by Rensburg Sheppards Shareholders and Appendix IV contains definitions of certain expressions used in this summary and in this announcement.
Publication on Website and availability of Hard Copies
A copy of this announcement will be made available, free of charge, at www.investec.com and www.rensburgsheppards.plc.uk by no later than 12 noon (London time) on 31 March 2010.
You may request a hard copy of this announcement, free of charge, by contacting Capita Registrars on 0870 162 3131. 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.
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
30 March 2010
RECOMMENDED SHARE OFFER
for
Rensburg Sheppards plc ("Rensburg Sheppards")
by
Investec plc ("Investec")
1 Introduction
The Independent Rensburg Sheppards Directors and the Board of Directors of Investec are pleased to announce that they have reached agreement on the terms of a recommended all share offer under which Investec will acquire the entire issued and to be issued ordinary share capital of Rensburg Sheppards, not already owned by it (the "Offer").
Investec currently has an interest in approximately 47 per cent. of Rensburg Sheppards' existing issued share capital and accordingly the proposed Offer is based on the established relationship between Rensburg Sheppards and Investec.
2 The Offer
It is intended that the Offer will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act.
Under the Offer, which will be subject to the conditions and further terms set out below and in Appendix I and the full terms and conditions which will be set out in the Scheme Document, Rensburg Sheppards Shareholders will be entitled to receive:
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for each fully paid Rensburg Sheppards Share currently held |
1.63 fully paid newly issued Investec Shares |
No dividends shall be paid by Rensburg Sheppards between the date of this announcement and the Effective Date. The Investec Shares issued to Rensburg Sheppards Shareholders pursuant to the Offer will rank for Investec's final dividend in respect of the year ending 31 March 2010, expected to be paid in August 2010.
The Offer values each Rensburg Sheppards Share at 916 pence and the entire issued and to be issued share capital of Rensburg Sheppards at approximately GBP412 million based on the closing price of Investec of 562 pence on 29 March 2010 (being the last Business Day prior to the date of this announcement and start of the offer period).
The value of 916 pence for each Rensburg Sheppards Share represents a premium of:
· approximately 48 per cent. to the closing mid-market price per Rensburg Sheppards Share, of 620 pence, on 29 March 2010 (being the last Business Day prior to the date of this announcement and the start of the offer period);
· approximately 50 per cent. to the average closing mid-market price per Rensburg Sheppards Share, of 609 pence, over the one month trading period to 29 March 2010; and
· approximately 54 per cent. to the average closing mid-market price per Rensburg Sheppards Share, of 596 pence, for the three months trading period to 29 March 2010.
The new Investec Shares to be issued under the Scheme are expected to represent approximately 7.8 per cent. of the issued share capital of Investec and 5.1 per cent. of the combined issued share capital of Investec and Investec Limited in each case as enlarged by the acquisition of Rensburg Sheppards.
The new Investec Shares will be issued credited as fully paid and will rank pari passu in all respects with existing Investec Shares. The new Investec Shares will be issued on the Scheme becoming effective to Rensburg Sheppards Shareholders on the register at the close of business at the Scheme Record Time.
Fractions of new Investec Shares will not be allotted or issued pursuant to the Offer and will be disregarded.
It is expected that the Scheme Document will be posted to Rensburg Sheppards Shareholders in late April and the Court Meeting and General Meeting are expected to take place in late May or early June 2010. Further details will be set out in the Scheme Document. Investec will be preparing a prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000, which will be made available on www.investec.com on or around the date of posting of the Scheme Document.
3 Independent Rensburg Sheppards Directors
As Stephen Koseff and Bernard Kantor are directors of both companies, they have absented themselves from all deliberations of the Rensburg Sheppards board in connection with the Offer, accordingly the Offer will only be considered and recommended by the Independent Rensburg Sheppards Directors.
The lndependent Rensburg Sheppards Directors (as at the date of this announcement) are Christopher Clarke, Steve Elliott, Jonathan Wragg, David Bulteel, Michael Haan, Robert Lister, Ian Maxwell Scott, Jonathan Seal, Isla Smith, Tomas Street, Judith Price and Simon Kaye.
4 Background to and reasons for the Offer
As a specialist bank and asset manager, the Investec Group has focused on developing a balanced and diversified portfolio of businesses serving the needs of select market niches where it can compete effectively. The Investec Group's wealth and asset management activities have developed strongly over the past few years and are important and core components of its business model.
The Investec Group seeks to maintain an appropriate balance between revenue earned from operational risk businesses and revenue earned from financial risk businesses. This ensures that the Investec Group is not over reliant on any one part of its business to sustain its activities and that it has a large recurring revenue base that the directors of Investec believe enable it to better navigate through varying cycles and to support its long-term growth objectives.
The Investec Group's current strategic objectives include increasing the proportion of its non-lending revenue base and moving the organisation onto the front foot thereby capitalising on opportunities within the dislocated financial system. Against this background, the Investec Group intends to continue to strengthen and develop its wealth and asset management and private client platforms.
In its current form Rensburg Sheppards came about on 6 May 2005 through the reverse merger of Investec's Carr Sheppards Crosthwaite Limited's business with the then Rensburg plc. Following that transformational merger, Investec retained a major shareholding and currently has an approximate 47 per cent. interest in Rensburg Sheppards' issued share capital.
During the five year period that Investec has been a major shareholder of Rensburg Sheppards, the company has made strong progress in developing and growing its business and has been successful in its business strategy. As a shareholder, Investec has benefited from the business development, share price performance and consistent dividend stream that have been delivered. Investec believes that Rensburg Sheppards' business is a core component of the Investec Group and this has been indicated by Investec's continued shareholding level and support.
Investec intends to retain Rensburg Sheppards' brand for the business acquired in order to maximise the opportunity in the UK onshore market and is enthusiastic about supporting Rensburg Sheppards' continued business development including any future consolidation strategy.
Investec believes that this combination of Investec's existing wealth management businesses with that of Rensburg Sheppards will create a strong wealth management platform allowing it to significantly enhance its strategic position and that there is great potential to generate longer term value and a more stable future for the combined business and its employees following completion of this transaction.
5 Recommendation
The Independent Rensburg Sheppards Directors, who have been so advised by Fenchurch Advisory Partners, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Rensburg Sheppards Directors, Fenchurch Advisory Partners has taken into account the commercial assessments of the Independent Rensburg Sheppards Directors. In addition, the Independent Rensburg Sheppards Directors consider the terms of the Offer to be in the best interests of Rensburg Sheppards Shareholders as a whole. Accordingly, the Independent Rensburg Sheppards Directors intend to recommend unanimously that Rensburg Sheppards Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the General Meeting Resolution, as they have irrevocably undertaken to do themselves in respect of their own beneficial holdings of 129,948 Rensburg Sheppards Shares (representing as at the date of this announcement, in aggregate, approximately 0.3 per cent. of the existing issued share capital of Rensburg Sheppards).
6 Irrevocable undertakings and letters of intent
Investec has received irrevocable undertakings from each of the Independent Rensburg Sheppards Directors to vote or procure the vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting in respect of their own beneficial holdings of 129,948 Rensburg Sheppards Shares, representing approximately 0.3 per cent. of the existing issued share capital of Rensburg Sheppards. The undertakings given by the Independent Rensburg Sheppards Directors cease to be binding if the Scheme is withdrawn or lapses, unless Investec exercises its right to announce a Takeover Offer for the entire issued share capital of Rensburg Sheppards, not already owned by it, in which case it shall cease to have effect on the withdrawal or lapsing of the Takeover Offer. The Independent Rensburg Sheppards Directors hold a total of 401,127 Rensburg Sheppards Shares (representing as at the date of this announcement, in aggregate, approximately 0.9 per cent. of the existing issued share capital of Rensburg Sheppards) through the Rensburg Sheppards Employee Benefit Trust which are not capable of being subject to irrevocable undertakings.
Investec has obtained letters of intent from Schroders Investment Management Limited and BlackRock Investment Management (UK) Limited to vote in favour of the Scheme and the resolutions to be passed at the Court Meeting and to vote in favour of the General Meeting Resolution in respect of their respective holdings of 3,398,743 and 1,294,833 Rensburg Sheppards Shares representing approximately 7.7 per cent. and 2.9 per cent. of the existing issued share capital of Rensburg Sheppards respectively.
Further details of these irrevocable undertakings and the letters of intent are set out in Appendix III to this announcement.
7 Background to and reasons for the recommendation
In assessing the Offer from Investec, the Independent Rensburg Sheppards Directors have taken into account a number of factors, including:
· The Offer represents a premium of approximately 48 per cent. to the closing mid-market price of per Rensburg Sheppards Share, of 620 pence, on 29 March 2010 (being the last Business Day prior to the date of this announcement);
· The consideration offered provides Rensburg Sheppards Shareholders an interest in a more liquid FTSE 100 security;
· Investec intends to strengthen further its presence in wealth and asset management and Rensburg Sheppards forms a core strategic component of the Investec Group;
· Investec is a strong partner to support the strategic development and growth of Rensburg Sheppards for the benefit of all stakeholders; and
· Clients and employees will benefit from being part of a major and respected international financial services organisation.
In consideration of these factors the Independent Rensburg Sheppards Directors unanimously recommend the Offer to Rensburg Sheppards Shareholders as set out in paragraph 5 above.
8 Information on the Investec Group
The Investec Group is an international, specialist bank and asset manager that provides a diverse range of financial products and services to a select client base. It was founded as a leasing company in Johannesburg in 1974, acquired a banking licence in 1980 and was listed on the JSE Limited South Africa in 1986.
In July 2002 the Investec Group implemented a dual listed companies structure, which synthetically merged Investec, listed on the Official List and traded on the London Stock Exchange with Investec Limited, which is listed on the Johannesburg Stock Exchange. Investec also has a secondary listing on the Johannesburg Stock Exchange. Investec is a constituent of the FTSE 100 index and together with Investec Limited has a pro forma market capitalisation of approximately GBP4.2 billion. In 2003 the Investec Group concluded a significant empowerment transaction in which the Investec Group's empowerment partners collectively acquired a 25.1 per cent. stake in the issued share capital of Investec Limited.
The Investec Group has expanded through a combination of substantial organic growth and a series of strategic acquisitions. It now has an efficient integrated international business platform offering all of its core activities in the United Kingdom and South Africa, with select activities also in Australia.
The Investec Group is organised as a network comprising five business divisions: Private Client Activities, Capital Markets, Investment Banking, Asset Management and Property Activities. Its head office provides certain group-wide integrating functions and is also responsible for its central funding and the Trade Finance business.
For the year ended 31 March 2009 the Investec Group reported operating profit (net profit before tax, goodwill and non-operating items but after earnings attributable to minorities) of GBP397.0 million (GBP216.0 million for the six months ended 30 September 2009), assets of GBP37.1 billion (GBP40.3 billion for the six months ended 30 September 2009) and total capital resources of GBP3.8 billion (GBP4.1 billion for the six months ended 30 September 2009).
On the 18 March 2010, the Investec Group announced its pre-close briefing for the financial year ending 31 March 2010. For the year ending 31 March 2010, the Investec Group expects operating profit (net profit before tax, goodwill and non-operating items but after earnings attributable to minorities) to be marginally higher than the prior year. Since 31 March 2009 to 28 February 2010 loans and advances have increased 10 per cent. to GBP17.8 billion, customer deposits have increased 37 per cent. to GBP20.0 billion and funds under management have increased 42 per cent. to GBP69.4 billion (including GBP12.3 billion relating to Rensburg Sheppards as at 31 December 2009). The Investec Group has a strong liquidity position and has approximately GBP9 billion of cash and near cash available to support its activities. The total and tier 1 capital adequacy ratios are expected to be 15.5 per cent. and 11.0 per cent., respectively, for Investec as at 31 March 2010.
9 Information on Rensburg Sheppards
Rensburg Sheppards is a public limited company registered in England and Wales. Rensburg Sheppards Shares are listed on the Official List of the London Stock Exchange. It has a long history of providing investment management services from its origins dating back to the mid nineteenth century. In its current form Rensburg Sheppards came about through the reverse merger of Investec's Carr Sheppards Crosthwaite Limited business with the then Rensburg plc. The merger transformed Rensburg Sheppards into a leading investment management firm in the UK.
Rensburg Sheppards provides high quality professional advice and services to its clients. It has a broad geographic spread with eleven regional offices throughout the UK and approximately 600 employees. The group had funds under management of GBP12.3 billion at 31 December 2009 and comprises Rensburg Sheppards Investment Management and Rensburg Fund Management.
Rensburg Sheppards Investment Management provides investment management services for private clients, charities, pension schemes and trusts. It also provides independent financial planning advice for private clients and businesses. Rensburg Sheppards Investment Management had GBP11.0 billion funds under management as at 31 December 2009 of which GBP8.1 billion related to discretionary mandates and GBP2.9 billion related to non-discretionary mandates.
Rensburg Fund Management is the group's fund management division. It manages a range of unit trusts and provides specialist fund management services for segregated portfolios. It had GBP1.3 billion in funds under management as at 31 December 2009.
For the year ended 31 March 2009, Rensburg Sheppards reported net revenue of GBP110.3 million (GBP51.6 million for the six months ended 30 September 2009), profit before tax of GBP30.5 million (GBP12.5 million for the six months ended 30 September 2009) and earnings per share of 49.0 pence (20.4 pence for the six months ended 30 September 2009). Net assets as at 31 March 2009 were GBP197.7 million (GBP200 million as at 30 September 2009).
10 Management, employees and locations
Investec's current plans for Rensburg Sheppards do not involve any material change in its executive management team, operating structure or commercial offering. There is limited overlap between Investec and Rensburg Sheppards' operations ensuring continuity for clients and employees. Investec does not intend to change Rensburg Sheppards' places of business. Following the completion of the Offer, the existing employment rights, including pension rights, of the management and employees of Rensburg Sheppards will be fully safeguarded.
11 Rensburg Sheppards Share Scheme
At the same time as, or as soon as practicable following, publication of the Scheme Document, Rensburg Sheppards will write to participants in the Rensburg Sheppards Share Scheme to inform them of the effect of the Offer on their rights under the Rensburg Sheppards Share Scheme and to set out appropriate proposals.
12 Implementation Agreement
Rensburg Sheppards and Investec have entered into the Implementation Agreement, which contains certain obligations in relation to the implementation of the Scheme and the conduct of Rensburg Sheppards' operations prior to the Effective Date or termination of such agreement. In particular, the Implementation Agreement contains the following principal provisions:
Conduct of business between the date of announcement and the Effective Date and Dividends
Pursuant to the Implementation Agreement Rensburg Sheppards has undertaken (without prejudice to Rule 21.1 of the City Code) that until the earlier of (i) the Effective Date and (ii) termination of the Implementation Agreement in accordance with its terms, it shall not, and it shall procure that no member of the Rensburg Sheppards Group shall (without the prior written consent of the Investec):
· carry on business other than in the ordinary course (including anything deemed by the Panel to be in the ordinary course) and consistent with past practice; or
· take any action which would be reasonably likely to delay or prejudice, or increase the cost of, the Offer including but not limited to (i) the allotment, issue or proposal relating to an allotment or issue of any share capital or any securities convertible into share capital, or rights or options to subscribe for or acquire any share capital (of itself or Rensburg Sheppards); or (ii) issue or grant of any options or awards under any employee share plans of the Rensburg Sheppards Group or amend any of its Group's employee share plans; or
· declare, make or propose any dividend or other distribution.
Termination provisions
The Implementation Agreement may, subject to compliance with the City Code and the requirements of the Panel, terminate in certain circumstances, including:
(a) if a Condition becomes incapable of satisfaction or is invoked so as to cause the Offer not to proceed in circumstances where such invocation is in accordance with the Code;
(b) if Rensburg Sheppards Shareholders do not vote to approve the Offer at the Court Meeting or the General Meeting Resolution are not approved at the General Meeting;
(c) if the Court Order is not granted or (save as the parties may agreed in writing) the Effective Date has not occurred on or before 30 September 2010;
(d) by notice in writing from Investec to Rensburg Sheppards if the Independent Directors have withdrawn or adversely modified or qualified their recommendation to Rensburg Sheppards Shareholders to vote in favour of the Scheme and the General Meeting Resolution and either (i) the Panel consents to Investec withdrawing its offer (while structured as a Scheme) or (ii) a Third Party Transaction becomes or is declared wholly unconditional or is completed; or
(e) if Investec elects to implement the Offer by way of a Takeover Offer, and if the Takeover Offer once announced under Rule 2.5 of the Code lapses in accordance with its terms or is withdrawn.
Further information regarding the Implementation Agreement will be set out in the Scheme Document.
13 Structure of the Scheme
It is intended that the acquisition of the Rensburg Sheppards Shares will be effected by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act. The Scheme is an arrangement between Rensburg Sheppards and the Rensburg Sheppards Shareholders and is subject to the approval of the Court.
The purpose of the Scheme is to provide for Investec to become the holder of the entire issued and to be issued ordinary share capital of Rensburg Sheppards not already directly or indirectly owned by it. This is to be achieved by the cancellation of the Scheme Shares held by Rensburg Sheppards Shareholders and the application of the reserve arising from such cancellation in paying up in full such number of new Rensburg Sheppards shares, which is equal to the number of Scheme Shares cancelled, and issuing the same to Investec. Investec will then issue new Investec Shares to Rensburg Sheppards Shareholders on the register of members at the Scheme Record Time on the basis set out above.
To become effective, the Scheme requires, amongst other things, the approval by a majority in number of Scheme Shareholders representing at least 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders voting, either in person or by proxy, at the Court Meeting, together with the sanction of the Court and the passing by the Scheme Shareholders of a special resolution necessary to implement the Scheme at the General Meeting. In addition, both the Scheme and the Capital Reduction must be approved by the Court.
The Scheme is also subject to certain conditions and certain further terms referred to in Appendix I of this announcement and to be set out in the Scheme Document.
Once the necessary approvals from Rensburg Sheppards Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme will become effective upon the confirmation of the Capital Reduction by the Court and delivery of the Reduction Court Order to the Registrar of Companies. Subject to receipt of the requisite regulatory approvals, the Scheme is expected to become effective by the end of June 2010.
Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.
Rensburg Sheppards Shares will be acquired pursuant to the Scheme fully paid and free from all licences, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including voting rights and the rights to receive and retain in full all dividends and other distributions declared, made or paid on or after the date of their issue.
Investec reserves the right to elect to implement the acquisition of the Rensburg Sheppards Shares not already owned by it by way of a Takeover Offer as an alternative to the Scheme. Any such Takeover Offer will be subject to an acceptance condition of Investec having acquired (whether pursuant to the Offer or otherwise) such percentage (being more than fifty per cent.) of the Rensburg Sheppards Shares, as Investec may decide, having consulted with Rensburg Sheppards and the Panel and will otherwise be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and in compliance with applicable laws and regulations.
Further details of the Scheme, including an indicative timetable for its implementation, together with how Scheme Shareholders may participate in the Court Meeting and General Meeting, will be contained in the Scheme Document.
14 Disclosure of interests in Rensburg Sheppards Shares
Investec is interested in 20,657,000 Rensburg Sheppards Shares. This figure includes the current holdings of Investec and its subsidiaries.
Save as mentioned above, neither Investec, nor, so far as Investec is aware, the directors of Investec nor any party acting in concert with Investec, has an interest in or right to subscribe for relevant securities of Rensburg Sheppards or has any short position in relation to the relevant securities of Rensburg Sheppards (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Rensburg Sheppards.
Neither Investec, nor, so far as Investec is aware, any persons acting in concert with Investec has borrowed or lent any relevant securities (save for any borrowed shares which have either been on-lent or sold).
Neither Investec nor, so far as Investec is aware, any persons acting in concert with Investec has any arrangement in relation to Rensburg Sheppards Shares, or any securities convertible or exchangeable into Rensburg Sheppards Shares or options (including traded options) in respect of, or derivatives referenced to, Rensburg Sheppards Shares. For these purposes, "arrangement" includes an indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities.
15 Overseas Shareholders
The availability of the Offer to persons not resident in the United Kingdom may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.
16 Delisting and re-registration
Upon or shortly after the Scheme becoming effective, the London Stock Exchange will be requested to cancel trading in Rensburg Sheppards Shares on the London Stock Exchange's market for listed securities and the UK Listing Authority will be requested to cancel the listing of the Rensburg Sheppards Shares from the Official List.
On the Effective Date, share certificates in respect of the Rensburg Sheppards Shares will cease to be valid and should be destroyed. In addition, entitlements to Rensburg Sheppards Shares held within the CREST system will be cancelled on the Effective Date.
It is also proposed that following the Effective Date, Rensburg Sheppards will be re-registered as a private limited company.
17 Issued Share Capital
In accordance with Rule 2.10 of the Code, as at the close of business on 29 March 2010, Investec plc had in issue 471,113,064 Investec Shares (ISIN GB00B17BBQ50) and Investec Limited had in issue 269,766,932 Investec Limited Shares.
In accordance with Rule 2.10 of the City Code, Rensburg Sheppards confirms that as at the close of business on 29 March 2010, Rensburg Sheppards had in issue 43,897,094 Rensburg Sheppards Shares (ISIN GB00B0712D26).
18 General
The Offer will be made on the terms and subject to the conditions and further terms set out in Appendix I to this announcement and the further terms and conditions set out in the Scheme Document and Forms of Proxy when issued. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings given by the Independent Rensburg Sheppards Directors and letters of intent provided by other Rensburg Sheppards shareholders is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.
Goldman Sachs International, 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 Goldman Sachs International or for providing advice in connection with the Offer or any matter referred to herein.
Fenchurch Advisory Partners, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Rensburg Sheppards and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Rensburg Sheppards for providing the protections afforded to clients of Fenchurch Advisory Partners or for providing advice in connection with the Offer or any matter referred to herein.
Merrill Lynch International (a subsidiary of Bank of America Corporation) ("BofA Merrill Lynch"), which is authorised and regulated in the UK by the Financial Services Authority, is acting as corporate broker for Investec and no one else in connection with the contents of this document and will not be responsible to anyone other than Investec for providing the protections afforded to clients of BofA Merrill Lynch or for providing advice in connection with this document or any matter referred to herein.
Numis Securities Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting as corporate broker for Rensburg Sheppards and for no one else in connection with the contents of this document and will not be responsible to anyone other than Rensburg Sheppards for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in relation to the contents of this document or any matters referred to herein.
This announcement is for informational 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 will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in favour of the Scheme. Rensburg Sheppards will prepare the Scheme Document to be distributed to Rensburg Sheppards Shareholders. Rensburg Sheppards and Investec urge Rensburg Sheppards Shareholders to read the Scheme Document when it becomes available because it will contain important information relating 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 Rensburg Sheppards 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 Rensburg Sheppards 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.
Forward looking statements
This announcement contains statements about Investec and Rensburg Sheppards that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Investec's or Rensburg Sheppards' operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Investec's or Rensburg Sheppards' business.
Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Investec and Rensburg Sheppards disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
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Enquiries: |
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Investec |
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Ursula Nobrega Stephen Koseff Bernard Kantor
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+44 (0) 20 7597 5546
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Rensburg Sheppards |
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Christopher Clarke Steve Elliott Jonathan Wragg
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+44 (0) 20 7597 1234
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Goldman Sachs International (Financial Adviser and Sponsor to Investec) |
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Luigi Rizzo Dirk Lievens John Brennan
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+44 (0) 20 7774 1000
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Fenchurch |
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Malik Karim Graham Marchant
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+44 (0) 20 7382 2222
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BofA Merrill Lynch (Corporate Broker to Investec) |
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Paul Frankfurt Will Smith
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+44 (0) 20 7628 1000 |
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Numis |
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Christopher Wilkinson Andrew Holloway
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+44 (0) 20 7260 1347 |
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Citigate (Public Relations Adviser to Investec) |
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Jonathan Clare Tom Baldock Ged Brumby |
+44 (0) 20 7638 9571 |
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Hudson Sandler (Public Relations Adviser to Rensburg Sheppards) |
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Nick Lyon Michael Sandler
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+44 (0) 20 7796 4133 |
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or will, as a result of any transaction, become, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Investec or of Rensburg Sheppards , all "dealings" in any "relevant securities" of Investec or Rensburg Sheppards (as applicable) (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Effective Date or date on which the Scheme is otherwise withdrawn. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Investec or of Rensburg Sheppards, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Investec or of Rensburg Sheppards by Investec or Rensburg Sheppards, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at http://www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please either contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at http://www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638 0129 or fax +44 (0) 20 7236 7013.
Publication on Website and availability of Hard Copies
A copy of this announcement will be made available, free of charge, at www.investec.com and www.rensburgsheppards.plc.uk by no later than 12 noon (London time) on 31 March 2010.
You may request a hard copy of this announcement, free of charge, by contacting Capita Registrars on 0870 162 3131. 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.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions of the Offer
1 The Offer will be conditional upon the Scheme becoming unconditional and becoming effective subject to the City Code, by no later than 30 September 2010 or such later date (if any) as Investec and Rensburg Sheppards may, with the consent of the Panel, agree and (if required) the Court may allow.
2 The Scheme will be conditional upon:
(a) approval of the Scheme by a majority in number of the Scheme Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting or at any adjournment of such meeting, representing no less than 75 per cent. in value of the Scheme Shares so voted;
(b) all resolutions in connection with, or necessary to approve and implement, the Scheme as set out in the notice of the General Meeting being duly passed by the requisite majority at the General Meeting or at any adjournment of that meeting;
(c) the sanction of the Scheme and the confirmation of the Capital Reduction in either case, without modification or with modification (on terms reasonably acceptable to Investec and Rensburg Sheppards) by the Court and the delivery for registration of office copies of the Court Orders and the statement of capital attached thereto to the Registrar of Companies.
3 In addition, Rensburg Sheppards and Investec have agreed that, subject to Part B below, the Scheme will also be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied (where capable of satisfaction) or where permitted, waived, prior to the Scheme being sanctioned by the Court in accordance with Condition 2(c) above:
(a) insofar as the Offer falls within the scope of Council Regulation (EC) 139/2004 (the "Regulation"):
(i) the European Commission taking a decision, on terms satisfactory to Investec (acting reasonably), that it will not initiate proceedings under Article 6(1)(c) of the Regulation in relation to the Offer or any matter arising from or relating to the Offer; and
(ii) if the European Commission makes a referral under Article 9(1) of the Regulation to the competent authorities of the UK; it being established on terms satisfactory to Investec (acting reasonably) that neither the Offer nor any matter arising from or relating to the Offer will be referred to the Competition Commission.
(b) the Financial Services Authority having formally (and unconditionally) approved Investec and any relevant affiliate of Investec which would be deemed to be acquiring control (as such term is defined in the Financial Services and Markets Act 2000 ("FSMA")) as a controller of all and any relevant entities within the Rensburg Sheppards Group which are authorised in the UK by the Financial Services Authority under the Financial Services and Markets Act 2000 (pursuant to the provisions of Part XII of the FSMA);
(c) the Investec Shares to be issued pursuant to the Scheme being admitted to the Official List of the UKLA and being admitted to trading on the London Stock Exchange or, if Investec and Rensburg Sheppards so determine and subject to the consent of the Panel, the UKLA agreeing to admit such shares to the Official List and the London Stock Exchange agreeing to admit such shares to trading subject only to (i) the allotment of such shares and/or (ii) the Scheme becoming effective;
(d) all necessary material notifications and filings having been made in connection with the Offer and all statutory and regulatory obligations in connection with the Offer in any relevant jurisdiction having been complied with and all Authorisations deemed reasonably necessary or appropriate by Investec in any relevant jurisdiction for, or in respect of, the Offer and, the acquisition or the proposed acquisition of the Rensburg Sheppards Shares by Investec or any member of the Wider Investec Group having been obtained in terms reasonably satisfactory to Investec from all appropriate Third Parties, all or any applicable waiting and other time periods having expired, lapsed or been terminated (as appropriate) and all such Authorisations (together with all material Authorisations deemed reasonably necessary or appropriate to carry on the business of any member of the Wider Rensburg Sheppards Group) remaining in full force and effect at the time at which the Scheme becomes effective and there being no notice of any intention to revoke, suspend, restrict, amend or not to renew any such Authorisations;
(e) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed any statute, regulation or order, or taken any other step that would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider Investec Group or any member of the Wider Rensburg Sheppards Group of all or any material part of their respective businesses, assets or properties or impose any limitation on the ability of any member of the Wider Investec Group or the Wider Rensburg Sheppards Group to conduct its business (or any part of it) or to own any of its assets or property or any part of them which, in any such case, is material in the context of the Wider Rensburg Sheppards Group taken as a whole;
(ii) save pursuant to the Scheme or sections 974 to 991 of the Companies Act, require any member of the Wider Investec Group or of the Wider Rensburg Sheppards Group to make an offer to acquire, any shares or other securities (or the equivalent) of any member of the Wider Rensburg Sheppards Group owned by any third party;
(iii) impose any limitation on, or result in a material delay in, the ability of Investec directly or indirectly to acquire or to hold or to exercise effectively directly or indirectly all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in Rensburg Sheppards or the ability of Investec to hold or exercise effectively any rights of ownership of shares, loans or other securities in, or to exercise management control over any member of the Wider Rensburg Sheppards Group or require a divestiture by Investec or any member of the Wider Investec Group of any rights or ownership in respect of shares or other securities in Rensburg Sheppards which, in any case, is material in the context of the Wider Rensburg Sheppards group as a whole;
(iv) otherwise adversely affect the business, assets, liabilities, financial or trading position, profits or prospects of any member of the Wider Rensburg Sheppards Group, in each case to an extent which is material in the context of the Wider Rensburg Sheppards Group taken as a whole;
(v) result in any member of the Wider Rensburg Sheppards Group ceasing to be able to carry on business under any name under which it presently does so (the consequence of which would be material in the context of the Wider Rensburg Sheppards Group taken as a whole); or
(vi) make the Offer, its implementation or the acquisition or proposed acquisition by Investec or any member of the Wider Investec Group of any shares or other securities in, or control or management of, Rensburg Sheppards void, unenforceable or illegal, or restrict, prohibit or delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, the Offer, or otherwise materially challenge or require material amendment of, the Offer or the acquisition or proposed acquisition of any Rensburg Sheppards Shares or the acquisition of control of Rensburg Sheppards or any member of the Wider Rensburg Sheppards Group by Investec,
and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction having expired, lapsed or been terminated;
(f) save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, permit or other instrument to which any member of the Wider Rensburg Sheppards Group is a party or by or to which any such member or any of its assets is or may be bound or be subject, which as a consequence of the Offer or the acquisition or the proposed acquisition by Investec or any member of the Wider Investec Group of any shares or other securities (or the equivalent) in Rensburg Sheppards or because of a change in the control or management of any member of the Wider Rensburg Sheppards Group or otherwise, would result, in any case to an extent which is material in the context of the Wider Rensburg Sheppards Group taken as a whole, in:
(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, any member of the Wider Rensburg Sheppards Group being or becoming repayable, or being capable of being declared repayable immediately or prior to their or its stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security interest, over the whole or any part of the business, property or assets of any member of the Wider Rensburg Sheppards Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence, permit or other instrument being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;
(iv) any assets or interests of any member of the Wider Rensburg Sheppards Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;
(v) the rights, liabilities, obligations or interests of any member of the Wider Rensburg Sheppards Group in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;
(vi) any such member of the Wider Rensburg Sheppards Group ceasing to be able to carry on business under any name under which it presently does so;
(vii) the value or financial or trading position or profits of Rensburg Sheppards or any member of the Wider Rensburg Sheppards Group being prejudiced or adversely affected; or
(viii) the creation of any liability (actual or contingent) by any member of the Wider Rensburg Sheppards Group;
(g) save as Disclosed, no member of the Wider Rensburg Sheppards Group having since 31 March 2009:
(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save as between Rensburg Sheppards and wholly-owned subsidiaries of Rensburg Sheppards and save for the issue of Rensburg Sheppards Shares pursuant to or in connection with the exercise or vesting of options or awards granted under, or the grant of options or awards under, the Rensburg Sheppards Share Scheme);
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Rensburg Sheppards to Rensburg Sheppards or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the implementation of the Offer (and save for transactions between Rensburg Sheppards and its wholly-owned subsidiaries and transactions in the ordinary course of business) implemented, effected, authorised, proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings that is material in context of the Wider Rensburg Sheppards Group taken as a whole or any change in its share or loan capital (save for the issue of Rensburg Sheppards Shares on the exercise or vesting of options or awards granted before the date of this announcement under the Rensburg Sheppards Share Scheme);
(iv) (save for transactions between Rensburg Sheppards and its wholly-owned subsidiaries and save for transactions in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset that is material in the context of the Wider Rensburg Sheppards Group taken as a whole or authorised, proposed or announced any intention to do so;
(v) (save for transactions between Rensburg Sheppards and its wholly-owned subsidiaries) issued, authorised or proposed or announced an intention to authorise or propose, the issue of any debentures or (save for transactions between Rensburg Sheppards and its wholly-owned subsidiaries or transactions under existing credit arrangements or in the ordinary course of business) incur any indebtedness or contingent liability;
(vi) entered into or varied or authorised, proposed or announced an intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) otherwise than in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves or is reasonably likely to involve an obligation of such a nature or magnitude which is, in any such case, or which is or is likely to be restrictive on the business of any member of the Wider Rensburg Sheppards Group, which is, in any such case, material in the context of the Wider Rensburg Sheppards Group;
(vii) entered into or varied to a material extent or authorised, proposed or announced its intention to enter into or vary to a material extent the terms of, or make any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any service agreement with any director or, save for salary increases, bonuses or variations of terms in the ordinary course, senior executive of Rensburg Sheppards;
(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Rensburg Sheppards Group, which is, in any such case, material in the context of the Wider Rensburg Sheppards Group;
(ix) purchased, redeemed or repaid or announced a proposal to purchase, redeem or repay any of its own shares or other securities (or the equivalent) or reduced or made any other change to or proposed the reduction or other change to any part of its share capital, save for any shares the allotment of shares in connection with the Rensburg Sheppards Share Scheme pursuant to rights granted before the date of this announcement or as between Rensburg Sheppards and wholly-owned subsidiaries of Rensburg Sheppards;
(x) waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Rensburg Sheppards Group as a whole;
(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Rensburg Sheppards Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Rensburg Sheppards Group taken as a whole;
(xii) (save as disclosed on publicly available registers or as envisaged in accordance with the terms of the Scheme) made any alteration to its articles of association;
(xiii) made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation which is, in any such case, material in the context of the Wider Rensburg Sheppards Group taken as a whole;
(xiv) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of any business which is material in the context of the Wider Rensburg Sheppards Group as a whole;
(xv) (other than in respect of a company which is dormant and was solvent at the relevant time) taken or proposed any corporate action or had any action or proceedings or other steps instituted against it for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction; or
(xvi) entered into any agreement, arrangement or commitment or passed any resolution or made any proposal or announcement with respect to, or to effect, any of the transactions, matters or events referred to in this Condition (h);
(h) save as Disclosed, since 31 March 2009 there having been:
(i) no adverse change or deterioration in the business, assets, financial or trading position or profits or prospects of any member of the Wider Rensburg Sheppards Group which is material in the context of the Wider Rensburg Sheppards Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider Rensburg Sheppards Group and no enquiry or investigation by or complaint or reference to any Third Party against or in respect of any member of the Wider Rensburg Sheppards Group having been threatened, announced or instituted or remaining outstanding, against or in respect of any member of the Wider Rensburg Sheppards Group and which in any such case might reasonably be expected to be material in the context of the Wider Rensburg Sheppards Group taken as a whole;
(iii) no contingent or other liability having arisen or become apparent to any member of the Investec Group which might reasonably be expected to adversely affect any member of the Wider Rensburg Sheppards Group which is material in the context of the Wider Rensburg Sheppards Group taken as a whole; and
(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Rensburg Sheppards Group which is necessary for the proper carrying on of its business which is material in the context of the Wider Rensburg Sheppards Group taken as a whole;
(i) save as Disclosed, Investec not having discovered:
(i) that the financial, business or other information concerning the Wider Rensburg Sheppards Group publicly announced or fairly disclosed at any time by or on behalf of any member of the Wider Rensburg Sheppards Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which is in any case, material in the context of the Wider Rensburg Sheppards Group as a whole;
(ii) that any member of the Wider Rensburg Sheppards Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, which is material in the context of the Wider Rensburg Sheppards Group taken as a whole; or
(iii) any information which adversely affects the import of any information disclosed at any time by or on behalf of the Rensburg Sheppards Group and which is material in the context of the Wider Rensburg Sheppards Group taken as a whole.
Part B: Certain Further Terms of the Offer
1 Subject to the requirements of the Panel, or if required, the Court, Investec reserves the right to waive (with the consent of Rensburg Sheppards in the case of Condition 3(b)), in whole or in part, all or any of the above Conditions in paragraph 3 (other than 3(c)). The Scheme will not become effective unless the Conditions have been fulfilled or (if capable of waiver) waived or where appropriate, have been determined by Investec to be or remain satisfied by no later than the date referred to in Condition 1 (or such later date as Investec, Rensburg Sheppards, the Panel and, if required, the Court, may allow).
2 Investec shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraphs 3(a) to (j) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
3 If Investec is required by the Panel to make an offer for Rensburg Sheppards Shares under the provisions of Rule 9 of the Code, Investec may make such alterations to any of the above Conditions, including condition 1 above, and to the terms of the Offer as are necessary to comply with the provisions of that Rule.
4 Investec reserves the right to, with the consent of the Panel, elect to implement the acquisition of the Rensburg Sheppards Shares not already owned by it by way of a Takeover Offer (as defined in Part 28 of the Companies Act) as an alternative to the Scheme. Any such Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the acquisition including (without limitation and subject to the consent of the Panel) an acceptance condition set at such percentage as Investec may decide, and in compliance with applicable laws and regulations.
5 The Scheme will lapse if the European Commission either initiates proceedings under the Regulation or make a referral to a competent authority of the United Kingdom under Article 9(3) of the Regulation and there is a subsequent reference to the UK Competition Commission, in either case before the later of the time of the Court Meeting and the time of the General Meeting. In such event Rensburg Sheppards will not be bound by the terms of the Scheme.
6 The availability of the Offer to Rensburg Sheppards 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.
7 Under Rule 13.4 of the Code, Investec may only invoke a Condition to the Offer so as to cause the Scheme not to proceed, to lapse or to be withdrawn where the circumstances which give rise to the right to invoke the Condition are of material significance to Investec in the context of the Offer. The Conditions contained in paragraphs 1, 2 and 3(a) to (c) above are not subject to Rule 13.4 of the Code.
8 The Offer and Scheme will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The value placed by the Offer on the entire issued and to be issued share capital of Rensburg Sheppards is based on: (i) 43,897,094 Rensburg Sheppards Shares in issue on 29 March 2010, being the last dealing day prior to the date of this announcement; and (ii) 1,051,309 Rensburg Sheppards Shares to be issued under the terms of the Rensburg Sheppards Share Scheme. The value of the Offer is also based on the closing mid-market price of Investec Shares on 29 March 2010.
(ii) The closing mid-market share prices of Investec Shares and Rensburg Sheppards Shares on 29 March 2010 are taken from the London Stock Exchange Daily Official List.
(iii) Unless otherwise stated, the financial information relating to Rensburg Sheppards stated as at or in respect of the period ended 31 December 2009 is extracted from its interim management statement for the period ended 31 December 2009.
(iv) Unless otherwise stated, the financial information relating to Rensburg Sheppards stated as at or in respect of the period ended 30 September 2009 is extracted from the unaudited half-yearly condensed consolidated financial statements of Rensburg Sheppards for the six months ended 30 September 2009 prepared in accordance with IFRS.
(v) The financial information relating to Investec stated as at or in respect of the period ended 30 September 2009 is extracted from the half yearly financial report of Investec (incorporating Investec Limited) for the six months ended 30 September 2009.
(vi) Unless otherwise stated, the financial information relating to Rensburg Sheppards stated as at or in respect of the period ended 31 March 2009 is extracted from the audited consolidated financial statements of Rensburg Sheppards for the financial year to 31 March 2009 prepared in accordance with IFRS.
(vii) The financial information relating to Investec stated as at or in respect of the period ended 31 March 2009 is extracted from the audited consolidated financial statements of the Investec Group for the year ended 31 March 2009.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
The following holders of Rensburg Sheppards Shares have given irrevocable undertakings to vote or procure the vote in favour of the Offer:
|
Name |
Number of Rensburg Sheppards Shares |
% of issued share capital |
|
Rensburg Sheppards Directors |
|
|
|
Christopher Clarke |
20,000 |
0.045 |
|
Jonathan Wragg |
13,949 |
0.031 |
|
Steve Elliott |
1,500 |
0.003 |
|
Simon Kaye |
23,175 |
0.052 |
|
Ian Maxwell Scott |
- |
- |
|
Judith Price |
- |
- |
|
Michael Haan |
5,000 |
0.011 |
|
David Bulteel |
2,000 |
0.004 |
|
Jonathan Seal |
44,927 |
0.102 |
|
Robert Lister |
2,500 |
0.005 |
|
Tomas Street |
14,397 |
0.032 |
|
Isla Smith |
2,500 |
0.005 |
|
Total |
129,948 |
0.290 |
In addition the Independent Rensburg Sheppards Directors have agreed that the undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions and the General Meeting will extend to Rensburg Sheppards Shares issued to them before the meetings on the exercise of certain options.
The undertakings given by the Independent Rensburg Sheppards Directors cease to be binding if the Scheme is withdrawn or lapses, unless Investec exercises its right to announce a Takeover Offer for the entire issued share capital of Rensburg Sheppards, not already owned by it, in which case it shall cease to have effect on the withdrawal or lapsing of the Takeover Offer.
The following holders of Rensburg Sheppards Shares have given letters of intent to vote in favour of the Offer:
|
Name |
Number of Rensburg Sheppards Shares |
% of issued share capital |
|
Shareholders |
|
|
|
Schroders Investment Management Limited |
3,398,743 |
7.7 |
|
BlackRock Investment Management (UK) Limited |
1,294,833 |
2.9 |
|
Total |
4,693,576 |
10.6 |
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise.
|
"Act" or "Companies Act" |
the Companies Act 2006 |
|
"Annual Report" |
the annual report and accounts of Rensburg Sheppards for the year ended 31 March 2009 |
|
"Authorisations" |
material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licenses, permissions and approvals |
|
"Business Day" |
a day on which the London Stock Exchange is open for business |
|
"Capital Reduction" |
the proposed reduction of the ordinary share capital of Rensburg Sheppards provided by the Scheme under section 641 of the Companies Act |
|
"Capital Reduction Hearing" |
the hearing by the Court to confirm the Capital Reduction at which the Reduction Court Order is expected to be granted |
|
"City Code" or "Code" |
the City Code on Takeovers and Mergers |
|
"Conditions" |
means the conditions of the Offer set out in Appendix I to this announcement and a "Condition" shall mean any one of them |
|
"Court" |
the High Court of Justice in England and Wales |
|
"Court Meeting" |
the meeting (and any adjournment thereof) of holders of Scheme Shares in issue at the Voting Record Time to be convened by order of the Court pursuant to Part 26 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification) |
|
"Court Orders" |
the Scheme Court Order and the Reduction Court Order |
|
"CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations) |
|
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time |
|
"Disclosed" |
means (i) fairly disclosed in the Annual Report; (ii) Publicly Announced; or (iii) fairly disclosed in writing to Investec or its financial legal or accounting advisers (specifically in their capacity as Investec's advisers in relation to the Offer) by or on behalf of Rensburg Sheppards prior to the date of this announcement |
|
"Effective Date" |
the date on which the Scheme becomes effective |
|
"Fenchurch Advisory Partners" |
Fenchurch Advisory Partners Limited, acting as exclusive financial adviser to Rensburg Sheppards |
|
"Forms of Proxy" |
the forms of proxy to be enclosed with the Scheme Document for use at the Court Meeting and General Meeting |
|
"FSA" or "Financial Services Authority" |
the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 |
|
"General Meeting" |
the general meeting (or any adjournment thereof) of the Rensburg Sheppards Shareholders to be convened in connection with the Scheme, expected to be held as soon as the preceding Court Meeting shall have been concluded or adjourned |
|
"General Meeting Resolution" |
resolutions to approve the Scheme, the Capital Reduction and the amendment of Rensburg Sheppards' articles of association, together with the other resolutions set out in the Scheme Document |
|
"Goldman Sachs International" |
Goldman Sachs International, acting as financial adviser to Investec |
|
"IFRS" |
International Financial Reporting Standards |
|
"Implementation Agreement" |
means the implementation agreement between Investec and Rensburg Sheppards dated 30 March 2010 |
|
"Independent Rensburg Sheppards Directors" |
the independent directors of Rensburg Sheppards as at the date of this announcement being Christopher Clarke, Steve Elliott, Jonathan Wragg, David Bulteel, Michael Haan, Robert Lister, Ian Maxwell Scott, Jonathan Seal, Isla Smith, Tomas Street, Judith Price and Simon Kaye and an "Independent Rensburg Sheppards Director" being any one such director |
|
"Investec" |
Investec plc |
|
"Investec Group" |
Investec, Investec Limited and their respective subsidiaries and, where the context permits, each of them |
|
"Investec Share" |
an ordinary share of GBP0.0002 in the share capital of Investec |
|
"Listing Rules" |
the rules and regulations made by the Financial Services Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name |
|
"London Stock Exchange" |
London Stock Exchange plc |
|
"Offer" |
means the proposed acquisition of the entire issued and to be issued share capital of Rensburg Sheppards not already owned by it, by Investec to be implemented by means of the Scheme (or if Investec so elects, a Takeover Offer) on the terms and subject to the conditions set out in this announcement and to be set out in the Scheme Document (or the Offer Document (as the case may be)) and, where the context admits, any subsequent revision, variation, extension or renewal thereof |
|
"Offer Document" |
means, in the event Investec elects to implement the Offer by means of a Takeover Offer, the document containing the Takeover Offer to be sent to Rensburg Sheppards Shareholders |
|
"Official List" |
the Official List of the UKLA |
|
"Panel" |
the Panel on Takeovers and Mergers |
|
"Publicly Announced" |
fairly disclosed in any public announcement by Rensburg Sheppards to any regulatory information service or in its report and accounts for the years ended 31 March 2009 |
|
"Reduction Court Order" |
the order of the Court confirming the Capital Reduction under section 641 of the Companies Act |
|
"Registrar of Companies" or "Registrar" |
the Registrar of Companies in England and Wales |
|
"Regulation" |
has the meaning given to it in paragraph 3 of Appendix I to this announcement |
|
"Rensburg Sheppards" or the "Company" |
Rensburg Sheppards plc |
|
"Rensburg Sheppards Directors" |
the directors of Rensburg Sheppards as at the date of this announcement |
|
"Rensburg Sheppards Group" |
Rensburg Sheppards, its subsidiaries and subsidiary undertakings |
|
"Rensburg Sheppards Shares" |
the existing unconditionally allotted or issued and fully paid ordinary shares of GBP0.10989 each in the capital of Rensburg Sheppards and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective |
|
"Rensburg Sheppards Shareholders" or "Shareholders" |
the holders of Rensburg Sheppards Shares |
|
"Rensburg Sheppards Share Scheme" |
Rensburg Sheppards plc Savings Related Share Option Scheme 2002 |
|
"Restricted Jurisdiction" |
any such jurisdiction where local laws or regulations may result in significant risk civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Rensburg Sheppards Shareholders in that jurisdiction (in accordance with Rule 30.3 of the Code) |
|
"Scheme" |
the proposed scheme of arrangement made under Part 26 of the Companies Act between Rensburg Sheppards and the Scheme Shareholders (with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Investec and Rensburg Sheppards) particulars of which will be set out in the Scheme Document |
|
"Scheme Court Order" |
the order of the Court sanctioning the Scheme under Part 26 of the Companies Act |
|
"Scheme Document" |
means the document to be sent to Rensburg Sheppards Shareholders which will, among other things, contain the terms and conditions of the Scheme and notices convening the Court Meeting and the General Meeting |
|
"Scheme Record Time" |
anticipated to be 6.00 pm on the Business Day before the Capital Reduction Hearing |
|
"Scheme Shareholders" |
means the holders of Scheme Shares |
|
"Scheme Shares" |
means the Rensburg Sheppards Shares: (a) in issue at the date of the Scheme Document; (b) (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; (c) (if any) issued at or after the Voting Record Time and at or prior to the Scheme Record Time either on terms that the original or any subsequent holders thereof shall be bound by the Scheme and/or in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case, excluding any Rensburg Sheppards Shares beneficially owned by and/or registered in the name of Investec or a member of the Investec Group |
|
"Takeover Offer" |
means the implementation of the Offer by means of a takeover offer under the City Code |
|
"Third Party" |
a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, professional association, institution, employee representative body or any other such body or person whatsoever in any jurisdiction |
|
"Third Party Transaction" |
(a) any offer (construed in accordance with the Code and whether or not subject to pre-conditions), possible offer, proposal or indication of interest from, or on behalf of, any person other than Investec or any person acting in concert with Investec, with a view to such person, directly or indirectly, acquiring (in one transaction or a series of transactions) (i) more than 30 per cent. of the issued share capital of Rensburg Sheppards or (ii) a material part of Rensburg Sheppards' business or assets or (b) the entering into, by any member of Rensburg Sheppards Group, of any transaction or series of transactions howsoever implemented that, in the case of (a)(ii) or (b) above, would be reasonably likely to preclude, impede, delay or prejudice the implementation of the Offer |
|
"UKLA" |
the UK Listing Authority, being the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services and Markets Act 2000 |
|
"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
|
"United States" or "US" |
the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia |
|
"Voting Record Time" |
the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined |
|
"Wider Investec Group" |
Investec, Investec Limited and their respective subsidiaries, subsidiary undertakings and any other body corporate, partnership, joint revenue or person in which Investec, Investec Limited and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent (in each case excluding Rensburg Sheppards plc and/or its subsidiaries) |
|
"Wider Rensburg Sheppards Group" |
Rensburg Sheppards, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Rensburg Sheppards and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent |
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Act.
All the times referred to in this announcement are London times unless otherwise stated.
References to the singular include the plural and vice versa.
This information is provided by RNS
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