Preliminary approach to Evolution Group PLC
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Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: INL ISIN: ZAE000081949 |
Investec plc Incorporated in England and Wales Registration number 3633621 JSE share code: INP ISIN: GB00B17BBQ50 |
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. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS ("CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.5 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL ULTIMATELY BE MADE OR AS TO THE TIMING OF ANY OFFER, IF MADE.
FOR IMMEDIATE RELEASE
4 August 2011
Investec plc - Preliminary approach to The Evolution Group PLC
Investec plc ("Investec") notes the recent announcement made by The Evolution Group PLC ("Evolution") stating that it has received an indicative offer approach. Investec confirms, in line with its existing strategy, that it has made a preliminary approach regarding a potential share offer for the entire issued and to be issued share capital of Evolution, the Investment Banking and Private Client Investment Management group.
The preliminary approach was made subject to a number of pre-conditions including, inter alia, obtaining a unanimous recommendation from the Evolution Board and the satisfactory completion of certain due diligence requirements. Investec reserves the right to waive any or all of its pre-conditions. Further, Investec also reserves the right to vary the form and / or mix of consideration and / or introduce other forms of consideration. There can be no certainty an offer will be made, even if the pre-conditions are satisfied or waived or the timing of any offer.
This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers ("Code"). It does not represent a firm intention to make an offer under Rule 2.5 of the Code. Accordingly, there can be no certainty that any offer will ultimately be made or as to the timing of any offer, if made.
A further announcement will be made as and when appropriate.
Enquiries:
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Investec plc Ursula Nobrega, Investor Relations
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+44 20 7597 5546 |
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Citigate Dewe Rogerson Jonathan Clare
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+44 7787 731 607 +44 20 7 638 9571 |
A copy of this announcement will be available subject to certain restrictions relating to persons resident in restricted jurisdictions at www.investec.co.uk by no later than 12 noon (London time) on 5 August. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Rule 2.10 disclosure
As part of the dual listed company ("DLC") structure, disclosures made pursuant to requirements applicable to the London Stock Exchange or the JSE Limited are released on both exchanges.
Investec therefore advises of the following in accordance with Rule 2.10 of the Code:
Investec plc confirms that as at the close of business on 3 August 2011 it had 542,424,043
ordinary shares of GBP0.0002 each in issue excluding shares held in treasury.
The ISIN reference for these securities is GB00B17BBQ50.
Investec Limited confirms that as at the close of business on 3 August 2011 it had 276,020,221 ordinary shares of ZAR0.0002 each in issue excluding shares held in treasury.
The ISIN reference for these securities is ZAE000081949.
Dealing Disclosure Requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
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