TIDMEVG TIDMINVP
RNS Number : 3743P
Evolution Group PLC
03 October 2011
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
3 October 2011
The Evolution Group Plc ("Evolution" or the "Company")
Posting of Scheme Document
On 9 September 2011, the Evolution Directors and the Board of
Directors of Investec plc ("Investec") announced that they had
reached agreement on the terms of a recommended share offer under
which it is proposed that 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 2006.
Evolution announces that it is today posting a scheme document
to shareholders (the "Scheme Document"), containing further
information on the Scheme and convening the Court Meeting and the
Evolution General Meeting for 11 a.m., and 11.05 a.m. respectively
on 27 October 2011 at the offices of Jones Day, 21 Tudor Street,
London EC4Y 0DJ at which resolutions will be proposed to approve
the Scheme. Subject to the approval of Shareholders and the
sanction of the Court, it is expected that the Scheme will be
implemented in December 2011.
Full details of the Court Meeting and the Evolution General
Meeting and information on both Evolution and Investec are set out
in the Scheme Document.
The Annual Report and Accounts of Evolution for the financial
year ended 31 December 2010 and the Interim Results of Evolution
for the six months ended 30 June 2011 are available for viewing at
www.evgplc.com.
The Annual Report and Accounts of Investec for the year ended 31
March 2011 are available for viewing at www.investec.com.
Further details of the Scheme and the terms and conditions of
the Offer are contained in the Scheme Document.
Expected timetable of principal events:
Posting of Scheme Document 3 October 2011
Latest time for lodging 11.00 a.m. on 25 October
Blue Form of Proxy (for 2011
the Court Meeting)
Latest time for lodging 11.05 a.m. on 25 October
White Form or Proxy (for 2011
the General Meeting)
Voting Record Time 6.00 p.m. 25 October
2011
Court Meeting 11.00 a.m. on 27 October
2011
General Meeting 11.05 a.m. on 27 October
2011
(Note: The following dates are indicative only
and are dependent on the timing of receipt
of anti-trust and regulatory clearances)
Suspension of listing 4.30 p.m. on 5 December
of, and dealings in, 2011
Evolution Shares
Scheme Record Time 6.00 p.m. on 5 December
2011
Court hearing to sanction 6 December 2011
the Scheme (if approved
by the Scheme Shareholders)
and confirm the Capital
Reduction
Implementation Date of 7 December 2011
the Scheme (if the sanction
of the Court is received)
De-listing of Evolution 7 December 2011
Shares and Listing of
New Investec Shares
Latest date of despatch on or by 21 December
of certificates for New 2011
Investec Shares
Long-stop date being 31 March 2012
the date by which the
Scheme must be implemented
(unless otherwise agreed
between Evolution and
Investec)
Although the precise timing and quantum of Investec's interim
dividend in respect of the six months ended 30 September 2011
remains to be announced, based on previous dividend timetables, it
is expected that the New Investec Shares to be issued to Evolution
Shareholders pursuant to the Scheme will be issued after the last
cum-dividend trading date for such dividend and, accordingly, will
not rank for any dividend declared by Investec in respect of such
period.
Capitalised terms in this announcement have the same meanings as
set out in the Scheme Document.
A copy of this announcement and the Scheme Document will be made
available on the Company's website at www.evgplc.com by no later
than 12 noon on 4 October 2011
Enquiries:
Evolution
Alex Snow +44 (20) 7071
4300
Investec
Ursula Nobrega +44 (20) 7597
Stephen Koseff 5546
Bernard Kantor
Credit Suisse (Financial Adviser
to Evolution)
George Maddison +44 (20) 7888
Tom Ng 8888
Joe Hannon
Investec Investment Banking
(Financial Adviser and Joint
Corporate Broker to Investec)
David Currie +44 (20) 7597
Christopher Baird 5970
James Ireland
Pelham Bell Pottinger (Financial
PR to Evolution)
Victoria Geoghegan +44 (20) 7861
392
Citigate Dewe Rogerson (Financial
PR to Investec)
Tom Baldock +44 (20) 7638
Justin Griffiths 9571
Credit Suisse, which is authorised and regulated in the UK by
the Financial Services Authority, is acting exclusively for
Evolution and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than
Evolution for providing the protections afforded to clients of
Credit Suisse or for providing advice in connection with the Offer
or any matter referred to herein.
Investec Investment Banking, a division of Investec Bank plc,
which is authorised and regulated in the UK by the Financial
Services Authority, is acting for Investec and no one else in
connection with the Offer and this announcement and will not be
responsible to anyone other than Investec for providing the
protections afforded to clients of Investec Investment Banking or
for providing advice in connection with the Offer or any matter
referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. 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 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.
A copy of this announcement will be made available, free of
charge, at www.evgplc.com by no later than 12 noon (London time) on
4 October 2011.
You may request a hard copy of this announcement, free of
charge, by contacting the Company Secretary of Evolution on +44
(20) 7071 4300. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0) 20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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