Recommended share offer for Evolution Group Plc
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Investec Limited |
Investec plc |
(jointly "Investec")
As part of the dual listed company structure, Investec plc and Investec Limited notify both the London Stock Exchange and the JSE Limited of matters which are required to be disclosed under the Disclosure, Transparency and Listing Rules of the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing Requirements.
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
9 September 2011
RECOMMENDED SHARE OFFER
for
The Evolution Group Plc ("Evolution")
by
Investec plc ("Investec")
Summary
· The Evolution Directors and the Investec Directors are pleased to announce that they have reached agreement on the terms of a recommended offer under which Investec will acquire the entire issued ordinary share capital of Evolution (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 terms of the Offer, Evolution Shareholders will, in aggregate, receive approximately 53.8 million new Investec Shares. On the basis of the prevailing mid-market price of an Investec Share, being 433.5 pence, at the time the Evolution Directors agreed in principle to give their recommendation, the Offer values the entire issued share capital of Evolution at GBP233.2 million.
· Accordingly, Evolution Shareholders will receive 0.23124 new Investec Shares in exchange for each Evolution Share they hold which, on the above basis, equates to a value of 100.24 pence per Evolution Share.
· The value of 100.24 pence for each Evolution Share represents a premium of approximately 44.7 per cent. to the average closing mid-market price per Evolution Share over the three month trading period to 2 August 2011 of 69.2 pence (being the last Business Day prior to the commencement of the offer period).
· Investec has obtained letters of intent from Blackrock Investment Managers (UK) Limited and Majedie Asset Management to vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and to vote in favour of the General Meeting Resolutions in respect of their respective holdings of 20,935,457 and 6,266,555 Evolution Shares representing, in aggregate, approximately 11.7 per cent. of the existing issued share capital of Evolution. Investec also expects to receive a letter of intent from Aberforth Partners who hold approximately 11.8 per cent. of the issued share capital of Evolution.
· No dividends shall be paid by Evolution between the date of this announcement and the Effective Date save for the interim dividend of 1 pence per Evolution Share announced on 29 July 2011 and payable to shareholders on the register on 12 August 2011.
· The new Investec Shares to be issued to Evolution Shareholders pursuant to the Offer will on issue rank pari passu in all respects with the existing Investec Shares.
· Investec is an international, specialist bank and asset manager that provides a diverse range of financial products and services to a select client base and is a constituent of the FTSE 100 Index.
· The Evolution Group Plc primarily comprises two divisions:
o Williams de Broë is one of the UK's leading private client investment managers, with a heritage dating back to 1869. The company provides a range of discretionary and advisory services, with assets under management of approximately GBP6.0 billion as at 30 June 2011. As announced on 8 August 2011 Williams de Broë has agreed to acquire BNP Paribas Private Investment Management Limited which as at 30 June 2011 had assets under management of approximately GBP1.8 billion; and
o Evolution Securities is a leading investment bank focused on serving an international institutional corporate client base, specialising in the UK and European equity and debt markets. Services include equity and fixed income research, institutional sales and trading, equity market making, debt capital markets and equity corporate finance and corporate broking.
· The Evolution Directors, who have been so advised by Credit Suisse, consider the terms of the Offer to be fair and reasonable. In providing advice to the Evolution Directors, Credit Suisse has taken into account the commercial assessments of the Evolution Directors. In addition, the Evolution Directors consider the terms of the Offer to be in the best interests of Evolution Shareholders as a whole. Accordingly, the Evolution Directors intend to recommend unanimously that Evolution Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the General Meeting Resolutions, as they have irrevocably undertaken to do themselves in respect of their own beneficial holdings of 6,027,184 Evolution Shares (representing as at the date of this announcement, in aggregate, approximately 2.59 per cent. of the existing issued share capital of Evolution).
· The Offer is conditional, among other things, on certain regulatory conditions being fulfilled to the reasonable satisfaction of Investec, the passing of resolutions by Evolution Shareholders and the sanction of the Court.
· It is expected that the Scheme Document will be posted to Evolution Shareholders within 28 days of this announcement and the Court Meeting and General Meeting are expected to take place in the second half of November 2011. Further details will be set out in the Scheme Document.
Commenting on the Offer, Alex Snow, Chief Executive of Evolution, said:
"Investec's offer provides shareholders with a very attractive valuation for their investment in Evolution and the opportunity to remain invested in a well-capitalised specialist financial institution. Investec is an excellent home for the two main businesses within Evolution providing an excellent cultural fit for both employees and clients. Williams deBroë will be able to maintain its growth and continue to provide its clients with a best in class independent wealth management service. Evolution Securities will benefit from being part of a larger well-capitalised investment bank with a strategy to be the leading mid-market investment bank in the UK."
Commenting on the Offer, Stephen Koseff, Chief Executive of Investec, said:
"This fits very well with our strategy to build non-lending revenues. The group has seen strong growth in third party assets under management and the acquisition of Evolution will add further momentum. The transaction strengthens our position in the UK, giving us greater scale in both private client wealth management and investment banking."
Commenting on the Offer, Bernard Kantor, Managing Director of Investec, said:
"This is a good deal for the shareholders of both companies and we are delighted to have reached agreement with the Board of Evolution. Investec has built a strong platform in the UK and we expect the businesses we are acquiring to thrive as part of the group."
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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 (20) 7597 5546
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Evolution |
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Alex Snow
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+44 (20) 7071 4300
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Investec Investment Banking (Financial Adviser and Joint Corporate Broker to Investec) |
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David Currie Christopher Baird James Ireland
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+44 (20) 7597 5970
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Credit Suisse (Financial Adviser to Evolution) |
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George Maddison Tom Ng Joe Hannon
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+44 (20) 7888 8888
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Citigate Dewe Rogerson (Financial PR to Investec) |
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Tom Baldock Justin Griffiths
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+44 (20) 7638 9571 |
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Pelham Bell Pottinger (Financial PR to Evolution) |
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Victoria Geoghegan |
+44 (20) 7861 3925 |
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 Evolution Directors and letters of intent received from Evolution Shareholders is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.
Investec Investment Banking, a division of Investec Bank plc, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Investec and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Investec for providing the protections afforded to clients of Investec Investment Banking or for providing advice in connection with the Offer or any matter referred to herein.
Credit Suisse, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Evolution and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Evolution for providing the protections afforded to clients of Credit Suisse or for providing advice in connection with the Offer or any matter referred to herein.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. 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. Evolution will prepare the Scheme Document to be distributed to Evolution Shareholders. Evolution and Investec urge Evolution 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 Evolution Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.
The Offer relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. The scheme of arrangement will relate to the shares of a UK company that is a 'foreign private issuer' as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies.
Any securities to be offered pursuant to the Offer as described in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States, or of Australia, Canada or Japan. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions. It is expected that the Investec Shares to be issued in the Scheme will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the Securities Act) of Evolution or Investec prior to, or of Investec after, the Effective Date will be subject to certain transfer restrictions relating to the Investec Shares received in connection with the Scheme.
If Investec exercises its right to implement the Offer by way of a Takeover Offer, the Offer will be made in compliance with applicable US laws and regulations, including applicable provisions of the tender offer rules under the Exchange Act, to the extent applicable.
Forward Looking Statements
This announcement contains statements about Investec and Evolution 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 Evolution' operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Investec's or Evolution' 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 Evolution disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law.
Dealing Disclosure Requirements
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 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 Evolution Directors and letters of intent provided by Evolution 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.evgplc.com by no later than 12 noon (London time) on 12 September 2011.
You may request a hard copy of this announcement, free of charge, by contacting the Company Secretaries of Evolution on +44 (20) 7071 4300 and Investec on +44 (20) 7597 4000.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
9 September 2011
RECOMMENDED SHARE OFFER
for
The Evolution Group Plc ("Evolution")
by
Investec plc ("Investec")
1 Introduction
The Evolution Directors and the Investec Directors are pleased to announce that they have reached agreement on the terms of a recommended offer under which Investec will acquire the entire issued ordinary share capital of Evolution (the "Offer").
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 terms of the Offer, Evolution Shareholders will, in aggregate, receive approximately 53.8 million fully paid newly issued Investec Shares. On the basis of the prevailing share price of Investec, being 433.5 pence, at the time the Evolution Directors agreed in principle to give their recommendation, the Offer values the entire issued share capital of Evolution at GBP233.2 million.
Accordingly, Evolution Shareholders will receive 0.23124 new Investec Shares in exchange for each Evolution Share they hold which, on the above basis, equates to a value of 100.24 pence per Evolution Share.
The value of 100.24 pence for each Evolution Share represents a premium of approximately 44.7 per cent. to the average closing mid-market price per Evolution Share, of 69.2 pence, over the three month trading period to 2 August 2011 (being the last Business Day prior to the commencement of the offer period).
No dividends shall be paid by Evolution between the date of this announcement and the Effective Date save for the interim dividend of 1 pence per Evolution Share announced on 29 July 2011 and payable to shareholders on the register on 12 August 2011.
The new Investec Shares to be issued to Evolution Shareholders pursuant to the Offer will on issue rank pari passu in all respects with the existing Investec Shares.
The new Investec Shares to be issued under the Scheme are expected to represent approximately 9.02 per cent. of the issued share capital of Investec and approximately 6.17 per cent. of the combined issued share capital of Investec and Investec Limited, in each case as enlarged by the acquisition of Evolution.
The new Investec Shares will be issued on the Scheme becoming effective to Evolution 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 Evolution Shareholders within 28 days and the Court Meeting and General Meeting are expected to take place in the second half of November 2011. Further details will be set out in the Scheme Document.
3 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 private client investment management and asset management activities have developed strongly over the past few years and are 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 acquisition is supportive of these long-term growth objectives.
The Investec Group's current strategic objectives include increasing the proportion of its non-lending revenue base. Against this background, the Investec Group intends to continue to strengthen and develop its private client investment management and asset management platforms.
Evolution's principal operating activities comprise a private client investment management division and an investment banking division. As at 30 June 2011, Evolution had net tangible assets of GBP108.8 million, which included cash and cash equivalents of GBP73.7 million, and assets under management of GBP6.0 billion. Subsequent to that date, Evolution announced it had reached agreement to acquire BNP Paribas Private Investment Management Limited which, as at 30 June 2011, had assets under management of approximately GBP1.8 billion.
Investec has grown its private client investment management and wealth management operations over many years, most recently with the acquisition in 2010 of the 53% stake in Rensburg Sheppards plc not already owned by it having held 47% and had a close working relationship with the business over the previous 5 years. The business is now branded as Investec Wealth & Investment with assets under management at 31 March 2011 of GBP14.9 billion in the UK as well as having an international reach and forming one of the core pillars of the global Investec Group. The acquisition of Evolution is designed to create a major UK player in the private client investment management industry that would benefit from increased resources and expertise and enjoy further economies of scale. There is a strong geographic fit between the two businesses, with Evolution's UK footprint adding to Investec's existing UK network through its offices in Birmingham and the South-West of England. Investec believes that it is a well-known and respected business, and that this will be reassuring to Williams de Broë's clients and its employees following completion of the transaction and subsequent integration.
Investec has grown its UK Investment Banking operations considerably since the acquisition of Guinness Mahon Holdings PLC in 1998. The business offers a full service mid-market investment banking capability comprising both corporate finance and securities, acting for corporate and institutional clients. It has 90 retained UK listed corporate clients of which 24 are in the FTSE 250, publishes research on 309 UK listed groups, makes markets in c.200 stocks and in June 2011 was ranked No.1 Small and Mid-Cap and No.2 in the UK brokerage Extel awards. The division increasingly benefits from the capabilities of Investec UK's Capital Markets division. The acquisition of Evolution's equities, corporate finance, fixed income and debt advisory activities is designed to augment the existing operations to provide a stronger combined investment banking operation.
Investec believes that the Offer represents a compelling strategic fit and that the combination of Investec's existing private client investment management business with that of Williams de Broë will create a stronger platform, allowing it to significantly enhance its market position. Furthermore, there is great potential to generate longer term value for the combined business and its employees. Investec also believes a combination of Evolution Securities with Investec Investment Banking will contribute to its existing strategy to be the leading mid-market investment bank in the UK.
4 Recommendation
The Evolution Directors, who have been so advised by Credit Suisse, consider the terms of the Offer to be fair and reasonable. In providing advice to the Evolution Directors, Credit Suisse has taken into account the commercial assessments of the Evolution Directors. In addition, the Evolution Directors consider the terms of the Offer to be in the best interests of Evolution Shareholders as a whole. Accordingly, the Evolution Directors intend to recommend unanimously that Evolution Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the General Meeting Resolutions, as they have irrevocably undertaken to do themselves in respect of their own beneficial holdings of 6,027,184 Evolution Shares (representing as at the date of this announcement, in aggregate, approximately 2.59 per cent. of the existing issued share capital of Evolution).
5 Background to and reasons for the recommendation
Evolution has delivered a decade of growth, both organic and through value creating acquisitions. Over the last 10 years, revenues have increased by over GBP102 million from GBP7.2 million for the year ended 2001 to GBP109.5 million for the year ended 2010 (a compound annual growth rate of 35.3 per cent.). Assets under management have grown by over GBP5.4 billion to GBP5.8 billion over the same period (a compound annual growth rate of 34.6 per cent.). There has been an increased dividend payment each year.
The Evolution Board believes that the Offer represents an opportunity for Evolution Shareholders to realise an immediate and attractive premium of approximately 36.4 per cent. to the closing mid-market price per Evolution Share, of 73.5 pence on 2 August 2011 (being the last Business Day prior to the commencement of the offer period). The Offer allows shareholders to participate in the potential upside and opportunities from a combination with Investec as well as providing an interest in a more liquid FTSE 100 security. In addition, the Evolution Board believes that employees and clients will benefit from being part of a leading international specialist bank and asset manager. As such, the Evolution Board intends to recommend unanimously that Evolution Shareholders vote in favour of the Offer.
6 Irrevocable undertakings and letters of intent
Investec has received irrevocable undertakings from each of the Evolution 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 6,027,184 Evolution Shares, representing approximately 2.59 per cent. of the existing issued share capital of Evolution. The undertakings given by the Evolution 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 Evolution, not already owned by it, in which case it shall cease to have effect on the withdrawal or lapsing of the Takeover Offer.
Investec has obtained letters of intent from Blackrock Investment Managers (UK) Limited and Majedie Asset Management to vote in favour of the Scheme and the resolutions to be proposed at the Court Meeting and to vote in favour of the General Meeting Resolutions in respect of their respective holdings of 20,935,457 and 6,266,555 Evolution Shares representing, in aggregate, approximately 11.7 per cent. of the existing issued share capital of Evolution. Investec also expects to receive a letter of intent from Aberforth Partners who hold approximately 11.8 per cent. of the issued share capital of Evolution.
Further details of these irrevocable undertakings and the letters of intent are set out in Appendix III to this announcement.
7 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 GBP3.8 billion.
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 in Australia.
The Investec Group is organised as a network comprising six business divisions: Asset Management, Wealth & Investment, Property Activities, Private Banking, Investment Banking and Capital Markets. 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 2011 the Investec Group reported operating profit (net profit before tax, goodwill, acquired intangibles and non-operating items but after earnings attributable to non-controlling interests) of GBP434.4 million, assets of GBP50.9 billion, total capital resources of GBP5.2 billion and total third party assets under management of GBP88.9 billion.
8 Information on Evolution
Evolution is the holding company of Evolution Securities, Williams de Broë and Darwin Strategic Limited. Founded in April 2001, Evolution is listed on the Official List and traded on the London Stock Exchange.
Williams de Broë is one of the UK's leading and fastest growing private client investment managers, with a heritage dating back to 1869 and offices in Bath, Birmingham, Bournemouth, Edinburgh, Exeter, Guildford and London.
The business employs over 150 investment professionals in seven UK locations, including over 70 Investment Managers providing a comprehensive range of investment services to all of its clients and their professional advisers.
Evolution has expanded its private client business over the last five years both through organic growth and with the successful integration in 2009 of the new teams in Edinburgh and the Singer & Friedlander Investment Management Limited acquisition in London, repositioning the business in its sector.
Williams de Broë's performance and research capability have most recently been recognised by:
· The Daily Telegraph Wealth Management awards, winning Research Analyst of the Year 2010, and
· The Financial Times Wealth Management Review 2011 where two of its portfolio strategies were ranked first and second for performance over the past 3 years
As at 30 June 2011, Williams de Broë had assets under management of approximately GBP6.0 billion. Subsequent to that date, Evolution announced that Williams de Broë had reached agreement to acquire BNP Paribas Private Investment Management Limited. As at 30 June 2011 BNP Paribas Private Investment Management Limited had assets under management of approximately GBP1.8 billion.
Evolution Securities is a leading investment bank focused on serving an international institutional corporate client base, specialising in the UK and European equity and debt markets. Services include equity and fixed income research, institutional sales and trading, equity market making, debt capital markets and equity corporate finance and corporate broking.
Evolution Securities' corporate broking and advisory team has 80 corporate clients. The business has executed 30 equity issues since January 2010 raising over GBP2.6 billion and has significant strength and track record in the natural resources sectors.
Evolution Securities publishes research on more than 250 UK and Pan-European listed companies, and makes markets in over 400 stocks. Evolution Securities was ranked first in both FTSE 100 and FTSE 250 stock recommendation categories by StarMine Analyst Awards.
Evolution Securities was voted Top European Fixed Income Agency Broker of 2011 by Credit Magazine for the 3rd consecutive year. In 2010 the fixed income business traded over EUR16 billion worth of bonds in more than 2,100 different securities.
Evolution Securities has also been a market leader in the debt capital markets business during 2011, resulting in the successful issuances of retail bonds for Tesco, Provident Financial and Places for People raising in excess of GBP300 million.
For the 6 months ended 30 June 2011, the Evolution Group reported an after tax profit of GBP2.8 million and gross assets of GBP372.1 million. For the 12 month period ended 31 December 2010, the Evolution Group reported a loss after tax of GBP2.0 million.
9 Management, employees and locations
There is a strong geographic fit between Investec's and Williams de Broë's wealth and investment businesses, with Williams de Broë's UK footprint adding to Investec's existing UK network through its offices in Birmingham and the South-West of England. While Investec may over time seek to consolidate operations in cities where the enlarged group has two offices, there are no current plans to change the locations of Investec or Evolution's places of business.
Investec has great respect for the business that has been built up within Williams de Broë, in particular the client relationships of their investment managers. Investec is committed to retaining these managers and supporting them in growing the relationships with their clients. Investec's existing wealth and investment operation has proven and scalable settlement and support capability. Accordingly, Investec intends, through its strategic and integration committees, to achieve operational synergies, including some headcount reductions in support functions, but does not expect this to impact the client service and operational effectiveness of the business.
Investec's existing strategy is to be the leading mid-market investment bank in the UK. Through the acquisition of Evolution Securities, Investec expects to augment Investec's existing well-ranked UK investment banking capabilities and strong corporate and institutional client franchise. Evolution's fixed income and debt capital markets offering is a good complement to Investec's existing business in that area. Investec intends to reduce aggregate investment banking headcount to avoid unnecessary overlap with its existing activities whilst maintaining an appropriately sized employee base.
The existing chief executive of Evolution, Alex Snow, will become the executive chairman of Investec's UK investment banking division and will join the boards of Investec Bank plc and Investec Wealth & Investment Limited. David Currie will continue as head of Investec's UK investment banking division. Philip Howell will remain the chief executive of Williams de Broë and will join the board of Investec Wealth & Investment Limited and become a member of the strategic and integration committees of the greater wealth and investment group. Jonathan Wragg, the chief executive of Investec Wealth & Investment Limited and an existing member of the strategic and integration committees will join the board of Williams de Broë.
Following completion of the Offer, the existing employment rights, including pension rights, of the management and employees of Evolution will be fully safeguarded.
10 Evolution Share Schemes
At the same time as, or as soon as practicable following, publication of the Scheme Document, Evolution will write to participants in the Evolution Share Schemes to inform them of the effect of the Offer on their rights under the Evolution Share Schemes and to set out appropriate proposals.
11 Implementation Agreement
Evolution and Investec have entered into the lmplementation Agreement which contains certain obligations in relation to the implementation of the Scheme and the conduct of Evolution's operations prior to the Effective Date or termination of such agreement. In particular, the lmplementation Agreement contains the following principal provisions:
Non-Solicitation arrangements
Evolution has undertaken, amongst other things (subject to the overriding fiduciary duties of the Evolution Directors), not to, and to procure that members of its Group do not, make any initial or further approach to, entertain any approach from, or enter into or continue negotiations with, any other person with a view to a Third Party Transaction taking place.
Evolution has also undertaken to notify Investec immediately in writing of any approach that is made to it or any member of Evolution's Group regarding any Third Party Transaction.
Break fee arrangements
Evolution has agreed to pay Investec a break fee of GBP2.3 million if:
(a) the Scheme Document is not posted by Evolution within 28 days of the date of this announcement or, if permitted by the Panel, such later date as Evolution and Investec may agree;
(b) the Evolution Directors withdraw or adversely modify or qualify their recommendation (or intention to recommend) to Evolution Shareholders to vote in favour of the Scheme and/or the General Meeting Resolutions (or if applicable to accept the Offer) or they at any time decide not to proceed with the Scheme; or
(c) a Third Party Transaction is announced prior to the Offer lapsing or being withdrawn and the Third Party Transaction referred to in such announcement or any other Third Party Transaction is either: (i) recommended by the Evolution Directors; or (ii) becomes or is declared unconditional in all respects or is completed.
Termination provisions
The lmplementation 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 Evolution Shareholders do not vote to approve the Offer at the Court Meeting or the General Meeting Resolutions are not approved at the General Meeting;
(c) if the Court Orders are not granted or (save as the parties may agreed in writing) the Effective Date has not occurred on or before 31 March 2012;
(d) by notice in writing from Investec to Evolution if the Evolution Directors have withdrawn or adversely modified or qualified their recommendation to Evolution Shareholders to vote in favour of the Scheme and the General Meeting Resolutions 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 (with the consent of the Panel) or is withdrawn.
Further information regarding the lmplementation Agreement will be set out in the Scheme Document.
12 Structure of the Scheme
It is intended that the acquisition of the Evolution 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 Evolution and the Evolution 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 ordinary share capital of Evolution. This is to be achieved by the cancellation of the Scheme Shares held by Evolution Shareholders and the application of the reserve arising from such cancellation in paying up in full such number of new Evolution Shares, which is equal to the number of Scheme Shares cancelled, and issuing the same to Investec in consideration for which Evolution Shareholders on the register of members at the Scheme Record Time will receive new Investec Shares on the basis set out in paragraph 2 of this announcement.
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 Evolution 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 2011.
Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attend or vote at the Court Meeting or the General Meeting.
Evolution 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 Effective Date.
Investec reserves the right to elect to implement the acquisition of the Evolution 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 Evolution Shares, as Investec may decide, having consulted with Evolution 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.
The Investec Shares issued to Evolution Shareholders pursuant to the Scheme will rank pari passu in all respects with the Investec Shares. 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.
13 Opening Position Disclosures and Interests
Investec confirms that it has made an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.
14 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.
15 Delisting and re-registration
Upon or shortly after the Scheme becoming effective, the London Stock Exchange will be requested to cancel trading in Evolution 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 Evolution Shares from the Official List.
On the Effective Date, share certificates in respect of the Evolution Shares will cease to be valid and should be destroyed. In addition, entitlements to Evolution Shares held within the CREST system will be cancelled on the Effective Date.
It is also proposed that following the Effective Date, Evolution will be re-registered as a private limited company.
16 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 Evolution Directors and letters of intent provided by other Evolution shareholders is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.
Investec Investment Banking, a division of Investec Bank plc, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Investec and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Investec for providing the protections afforded to clients of Investec Investment Banking or for providing advice in connection with the Offer or any matter referred to herein.
Credit Suisse, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Evolution and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Evolution for providing the protections afforded to clients of Credit Suisse or for providing advice in connection with the Offer or any matter referred to herein.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. 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. Evolution will prepare the Scheme Document to be distributed to Evolution Shareholders. Evolution and Investec urge Evolution 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 Evolution Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.
The Offer relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. The scheme of arrangement will relate to the shares of a UK company that is a 'foreign private issuer' as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies.
Any securities to be offered pursuant to the Offer as described in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States, or of Australia, Canada or Japan. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions. It is expected that the Investec Shares to be issued in the Scheme will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the Securities Act) of Evolution or Investec prior to, or of Investec after, the Effective Date will be subject to certain transfer restrictions relating to the Investec Shares received in connection with the Scheme.
If Investec exercises its right to implement the Offer by way of a Takeover Offer, the Offer will be made in compliance with applicable US laws and regulations, including applicable provisions of the tender offer rules under the Exchange Act.
Forward looking statements
This announcement contains statements about Investec and Evolution 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 Evolution' operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Investec's or Evolution' 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 Evolution 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 (20) 7597 5546
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Evolution |
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Alex Snow
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+44 (20) 7071 4300
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Investec Investment Banking (Financial Adviser and Joint Corporate Broker to Investec) |
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David Currie Christopher Baird James Ireland
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+44 (20) 7597 5970
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Credit Suisse (Financial Adviser to Evolution) |
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George Maddison Tom Ng Joe Honnen |
+44 (20) 7888 8888
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Citigate Dewe Rogerson (Financial PR to Investec) |
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Tom Baldock Justin Griffiths
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+44 (20) 7638 9571 |
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Pelham Bell Pottinger (Financial PR to Evolution) |
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Victoria Geoghegan |
+44 (20) 7861 3925 |
Dealing Disclosure Requirements
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.
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.evgplc.com by no later than 12 noon (London time) on 12 September 2011.
You may request a hard copy of this announcement, free of charge, by contacting the Company Secretaries of Evolution on +44(20) 7071 4300 and Investec on +44 (20) 7597 4000.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 31 March 2012 or such later date (if any) as Investec and Evolution 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 Evolution) 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, Evolution 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 Scheme creates a relevant merger situation within the meaning of section 23 of the Enterprise Act 2002, the Office of Fair Trading ("OFT") indicating in terms reasonably satisfactory to Investec that it has decided not to refer the Scheme or any part of it to the Competition Commission ("UK Competition Commission"); and
(b) to the extent the Scheme falls to be notified under section 18(1) of the Competition Act 2002 (as amended) (the "Irish Competition Act"), the Irish Competition Authority either informing the parties of its determination under section 21(2)(a) of the Irish Competition Act that the Scheme may be put into effect or the period specified in section 19(1)(c) of the Irish Competition Act elapsing without the Irish Competition Authority having informed the parties of the determination (if any);
(c) the Financial Services Authority having formally (and unconditionally or on such terms satisfactory to Investec (acting reasonably)) 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 Evolution 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);
(d) the Securities and Futures Commission of Hong Kong having formally (and unconditionally or on terms satisfactory to Investec (acting reasonably)) approved, under section 132 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong (the "SFO")), as a substantial shareholder (as such term is defined in the SFO), Investec, and any relevant affiliate of Investec which would be deemed to be a substantial shareholder in respect of all and any entities within the Evolution Group which are licensed corporations (as such term is defined in the SFO);
(e) Central Bank of Ireland having formally (and unconditionally or on terms satisfactory to Investec (acting reasonably)) approved Investec and any relevant affiliate of Investec which would be deemed to be acquiring a direct or indirect qualifying holding (as such term is defined in European Communities (Assessment of Acquisitions in the Financial Sector) Regulations 2009) in respect of all and any of the entities within the Evolution Group which are UCITS management companies under Regulation 21 of Statutory Instrument Number 353 of 2011;
(f) 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 Evolution 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;
(g) 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 Evolution 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 Evolution 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;
(h) 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 Evolution 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 Evolution 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 Evolution 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 Evolution Group to make an offer to acquire, any shares or other securities (or the equivalent) of any member of the Wider Evolution 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 Evolution 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 Evolution 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 Evolution which, in any case, is material in the context of the Wider Evolution 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 Evolution Group, in each case to an extent which is material in the context of the Wider Evolution Group taken as a whole;
(v) result in any member of the Wider Evolution 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 Evolution 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, Evolution 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 Evolution Shares or the acquisition of control of Evolution or any member of the Wider Evolution 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;
(i) save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, permit or other instrument to which any member of the Wider Evolution 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 Evolution or because of a change in the control or management of any member of the Wider Evolution Group or otherwise, would result, in any case to an extent which is material in the context of the Wider Evolution Group taken as a whole, in:
(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, any member of the Wider Evolution 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 Evolution 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 Evolution 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 Evolution 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 Evolution 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 Evolution or any member of the Wider Evolution Group being prejudiced or adversely affected; or
(viii) the creation of any liability (actual or contingent) by any member of the Wider Evolution Group;
(j) save as Disclosed, no member of the Wider Evolution Group having since 31 December 2010:
(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 Evolution and wholly-owned subsidiaries of Evolution and save for the issue of Evolution 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 Evolution Share Schemes);
(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 Evolution to Evolution or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the implementation of the Offer (and save for transactions between Evolution 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 Evolution Group taken as a whole or any change in its share or loan capital (save for the issue of Evolution Shares on the exercise or vesting of options or awards granted before the date of this announcement under the Evolution Share Schemes);
(iv) (save for transactions between Evolution 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 Evolution Group taken as a whole or authorised, proposed or announced any intention to do so;
(v) (save for transactions between Evolution 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 Evolution 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 Evolution Group, which is, in any such case, material in the context of the Wider Evolution 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 Evolution;
(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 Evolution Group, which is, in any such case, material in the context of the Wider Evolution 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 Evolution Share Schemes pursuant to rights granted before the date of this announcement or as between Evolution and wholly-owned subsidiaries of Evolution;
(x) waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the context of the Wider Evolution Group as a whole;
(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Evolution 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 Evolution 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 Evolution 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 Evolution 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);
(k) save as Disclosed, since 31 December 2010 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 Evolution Group which is material in the context of the Wider Evolution 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 Evolution 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 Evolution Group having been threatened, announced or instituted or remaining outstanding, against or in respect of any member of the Wider Evolution Group and which in any such case might reasonably be expected to be material in the context of the Wider Evolution 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 Evolution Group which is material in the context of the Wider Evolution 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 Evolution Group which is necessary for the proper carrying on of its business which is material in the context of the Wider Evolution Group taken as a whole;
(l) save as Disclosed, Investec not having discovered:
(i) that the financial, business or other information concerning the Wider Evolution Group publicly announced or fairly disclosed at any time by or on behalf of any member of the Wider Evolution 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 Evolution Group as a whole;
(ii) that any member of the Wider Evolution 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 Evolution 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 Evolution Group and which is material in the context of the Wider Evolution 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 (in whole or in part, all or any of the above Conditions in paragraph 3 (other than 3(f)). 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, Evolution, 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 (l) (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 Evolution 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, with the consent of the Panel, to elect to implement the acquisition of the Evolution Shares 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 it is referred to the UK Competition Commission before the later of the time of the Court Meeting and the time of the General Meeting. In such event Evolution will not be bound by the terms of the Scheme.
6 The availability of the Offer to Evolution Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.
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, 3(a) and 3(f) 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 share capital of Evolution is based on 232,680,307 Evolution Shares in issue on 8 September 2011, being the last dealing day prior to the date of this announcement. The value of the Offer is also based on the mid-market price of Investec Shares as quoted by Fidessa at 10.40 am on 8 September 2011, being the time at which the Evolution board agreed in principle to give their recommendation.
(ii) The closing mid-market share prices of Evolution Shares on 2 August 2011 and over the three month period prior to 2 August 2011 have been taken from the London Stock Exchange Daily Official List.
(iii) Unless otherwise stated, the financial information relating to Evolution stated as at or in respect of the period ended 30 June 2011 is extracted from the unaudited half-yearly financial statements of Evolution for the six months ended 30 June 2011.
(iv) Unless otherwise stated, the financial information relating to Evolution stated as at or in respect of the period ended 31 December 2010 is extracted from the audited consolidated financial statements of Evolution for the financial year to 31 December 2010 prepared in accordance with IFRS.
(v) The financial information relating to Investec stated as at or in respect of the period ended 31 March 2011 is extracted from the audited consolidated financial statements of the Investec Group for the year ended 31 March 2011.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
The Evolution Directors have given irrevocable undertakings to vote or procure the vote in favour of the Offer:
|
Name |
Number of Evolution Shares |
% of issued share capital |
|
Alex Snow |
5,634,545 |
2.422 |
|
Martin Gray |
35,000 |
0.015 |
|
Peter Gibbs |
100,000 |
0.043 |
|
Christopher Chambers |
126,000 |
0.054 |
|
Philip Howell |
5,839 |
0.003 |
|
Lord MacLaurin |
125,800 |
0.054 |
|
Roger Perkin |
- |
- |
|
Total |
6,027,184 |
2.591 |
In addition the Evolution 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 Evolution Shares issued to them before the meetings on the exercise of certain options.
The undertakings given by the Evolution 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 Evolution, 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 Evolution Shares have given letters of intent to vote in favour of the Offer:
|
Name |
Number of Evolution Shares |
% of issued share capital |
|
Blackrock Investment Management (UK) Limited |
20,935,457 |
9.00 |
|
Majedie Asset Management |
6,266,555 |
2.70 |
|
Total |
27,202,012 |
11.70 |
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 Evolution for the year ended 31 December 2010 |
|
"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 Evolution 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 |
|
"Credit Suisse" |
Credit Suisse Securities (Europe) Limited, financial adviser to Evolution |
|
"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 Evolution prior to the date of this announcement |
|
"Effective Date" |
the date on which the Scheme becomes effective |
|
"Evolution" or the "Company" |
The Evolution Group Plc |
|
"Evolution Directors" |
the directors of Evolution as at the date of this announcement |
|
"Evolution Group" |
Evolution, its subsidiaries and subsidiary undertakings |
|
"Evolution Securities" |
Evolution Securities Limited |
|
"Evolution Shares" |
the existing unconditionally allotted or issued and fully paid ordinary shares of 1 pence each in the capital of Evolution and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective |
|
"Evolution Shareholders" or "Shareholders" |
the holders of Evolution Shares |
|
"Evolution Share Schemes" |
Evolution Share Incentive Plan, the 2001 Executive Share Option Scheme, the 2002 Executive Share Incentive Plan, the Joint Share Ownership Plan and the Growth Share Ownership Plan |
|
"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 Evolution 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 Resolutions" |
resolutions to approve the Scheme, the Capital Reduction and the amendment of Evolution' articles of association, together with the other resolutions set out in the Scheme Document |
|
"IFRS" |
International Financial Reporting Standards |
|
"Implementation Agreement" |
means the implementation agreement between Investec and Evolution dated 9 September 2011 |
|
"Investec" |
Investec plc |
|
"Investec Group" |
Investec, Investec Limited and their respective subsidiaries and, where the context permits, each of them |
|
"Investec Investment Banking" |
Investec Investment Banking, a division of Investec Bank plc, acting as financial adviser and joint corporate broker to Investec |
|
"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 share capital of Evolution 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 Evolution 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 Evolution to any regulatory information service or in its report and accounts for the years ended 31 December 2010 |
|
"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 |
|
"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 Evolution 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 Evolution 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 Evolution) 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 Evolution 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 Evolution 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 Evolution 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" |
means (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 Evolution or (ii) a material part of the business or assets of Evolution or Evolution's Group or (b) the entering into, by Evolution or any member of Evolution's 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 |
|
"Wider Evolution Group" |
Evolution, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Evolution 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 |
|
"Williams de Broë" |
Williams de Broë Limited |
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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