Rule 8.4 - Investec plc
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Investec Limited |
Investec plc |
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
Disclosure in accordance with Rule 8.4 of the UK City Code on Takeovers and Mergers (the "City Code")
As part of the dual listed company ("DLC") structure, disclosures made pursuant to requirements applicable to the London Stock Exchange or the JSE Limited are released on both exchanges.
We therefore advise of the following in accordance with Rule 8.4 of the City Code:
As part of the dual listed company structure, disclosures made pursuant to requirements applicable to the London Stock Exchange or the JSE Limited are released on both exchanges.
Pursuant to Rule 8.4 of the City Code, Investec plc notes the announcement made today by BlackRock Investment Management (UK) Limited ("BlackRock") pursuant to Rule 8.3 of the City Code, that following sales of Rensburg Sheppards Shares, BlackRock now holds 985,972 Rensburg Sheppards Shares.
As referred to in the Rule 2.5 announcement dated 30 March 2010 in relation to the recommended share offer for Rensburg Sheppards plc by Investec plc (the "Rule 2.5 Announcement"), Investec has obtained a letter of intent from BlackRock to vote in favour of the Scheme and the resolutions to be passed at the Court Meeting and to vote in favour of the General Meeting Resolution in respect of 1,294,833 Rensburg Sheppards Shares.
As a result of the sales of Rensburg Sheppards Shares, BlackRock will no longer be able to comply with the terms of the letter of intent in respect of the shares that it has sold and intends to vote in favour of the Scheme and the resolutions to be passed at the Court Meeting and to vote in favour of the General Meeting Resolution in respect of its residual holding of Rensburg Shares, representing approximately 2.2 per cent. of the existing issued share capital of Rensburg Sheppards.
Accordingly, Investec confirms that it currently holds letters of intent to vote in favour of the scheme of arrangement and the resolutions to be passed at the Rensburg Sheppards shareholder meetings in respect of an aggregate of 4,384,715 Rensburg Sheppards Shares representing approximately 10.0 per cent. of the existing issued share capital of Rensburg Sheppards.
Terms not defined in this announcement will bear the same meanings as set out in the Rule 2.5 Announcement.
For further information, please contact:
Mr. David Miller
Investec plc
Company Secretary
+ 44 (0)207 597 4000
Date: 08 April 2010
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or will, as a result of any transaction, become, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Investec or of Rensburg Sheppards (as applicable), all "dealings" in any "relevant securities" of Investec or Rensburg Sheppards (as applicable) (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Effective Date or on the date the Scheme is otherwise withdrawn. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Investec or of Rensburg Sheppards, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Investec or of Rensburg Sheppards by Investec or Rensburg Sheppards, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website athttp://www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at http://www.thetakeoverpanel.org.ukor contact the Panel on telephone number +44 (0) 20 7638 0129 or fax +44 (0) 20 7236 7013.
This information is provided by RNS
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