Posting of Scheme Document

RNS Number : 7454K

Rensburg Sheppards plc

26 April 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

26 April 2010

Rensburg Sheppards plc ("Rensburg Sheppards" or the "Company")

Posting of Scheme Document

On 30 March 2010, the Independent Rensburg Sheppards 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 Investec will acquire the entire issued and to be issued ordinary share capital of Rensburg Sheppards not already owned by it (the "Offer"). It is intended that the Offer will be implemented by way of a Court sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006.

Rensburg Sheppards is today posting a scheme document to shareholders (the "Scheme Document"), inter alia convening the Court Meeting and the Rensburg Sheppards General Meeting for 11 a.m and 11.15 a.m. respectively on 1 June 2010 at the offices of Hammonds LLP, 7 Devonshire Square, London EC2M 4YH at which resolutions will be proposed to approve the Scheme. It is expected that the Scheme will be implemented on 25 June 2010.

Full details of the Court Meeting and the Rensburg Sheppards General Meeting and information on both Rensburg Sheppards and Investec are set out in the Scheme Document.

It is intended that the preliminary results of Rensburg Sheppards for the year ended 31 March 2010 will be announced on 21 May 2010 and will be made available at www.rensburgsheppards.plc.uk.

It is envisaged that Investec will publish its final results for the year ended 31 March 2010 on or around 20 May 2010 and that a Prospectus setting out detailed information regarding Investec will be published shortly thereafter. The final results and Prospectus will be made available on Investec's website at www.investec.com.

The last day of dealings in Rensburg Sheppards Shares is expected to be 22 June 2010, following which dealings in Rensburg Sheppards Shares on the main market of the London Stock Exchange will be suspended. It is intended that applications will be made to the UK Listing Authority to cancel the listing of Rensburg Sheppards Shares on the Official List and to the London Stock Exchange to cancel the admission to trading of Rensburg Sheppards Shares on the London Stock Exchange's market for listed securities on or after the Scheme being implemented. Accordingly, if the Court confirms the Capital Reduction on 24 June 2010, delisting is expected to become effective on 25 June 2010.

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	26 April 2010
Court Meeting	11 a.m. on 1 June 2010
General Meeting	11.15 a.m. on 1 June 2010
Court hearing to sanction the Scheme (if approved by the Scheme Shareholders)	22 June 2010
Court hearing to confirm the Capital Reduction	24 June 2010
Implementation Date of the Scheme (if the sanction of the Court is received)	25 June 2010
Latest date of despatch of certificates for New Investec Shares	by 9 July 2010

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 http://corporate.rensburgsheppards.plc.uk/ by no later than 12 noon on 27 April 2010 and a copy of the Scheme Document will be available for inspection during normal business hours on any weekday (public holidays excepted) at the registered office of Rensburg Sheppards at Quayside House, Canal Wharf, Leeds LS11 5PUand at the offices of Hammonds LLP at 7 Devonshire Square, London EC2M 4YH, in each case up to and including the Implementation Date of the Offer or the date that the Offer lapses or is withdrawn, whichever is earlier.

Enquiries:
Rensburg Sheppards
Christopher Clarke                     Steve Elliott Jonathan Wragg	[phone]
Investec
Ursula Nobrega Stephen Koseff Bernard Kantor	[phone]
Fenchurch Advisory Partners (Financial Adviser to Rensburg Sheppards)
Malik Karim Graham Marchant	[phone]
Goldman Sachs International (Financial Adviser and Sponsor to Investec)
Luigi Rizzo Dirk Lievens John Brennan	[phone]
Numis Securities (Corporate Broker to Rensburg Sheppards)
Christopher Wilkinson Andrew Holloway	[phone]
Bank of America Merrill Lynch (Corporate Broker to Investec)
Paul Frankfurt Will Smith	[phone]
Hudson Sandler (Public Relations Adviser to Rensburg Sheppards)
Nick Lyon Michael Sandler	[phone]
Citigate (Public Relations Adviser to Investec)
Jonathan Clare Tom Baldock Ged Brumby	[phone]

Fenchurch Advisory Partners, which is authorised and regulated in the UK by the Financial Services Authority is acting exclusively for Rensburg Sheppards and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Rensburg Sheppards for providing the protections afforded to clients of Fenchurch Advisory Partners or for providing advice in connection with the Offer or any matter referred to herein.

Goldman Sachs International, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Investec and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Investec for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the Offer or any matter referred to herein.

Numis Securities Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting as corporate broker for Rensburg Sheppards and for no one else in connection with the contents of this document and will not be responsible to anyone other than Rensburg Sheppards for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in relation to the contents of this document or any matters referred to herein.

Merrill Lynch International (a subsidiary of Bank of America Corporation) ("B of A Merrill Lynch"), which is authorised and regulated in the UK by the Financial Services Authority, is acting as corporate broker for Investec and no one else in connection with the contents of this document and will not be response to anyone other than Investec for providing the protections afforded to clients of B of A Merrill Lynch or for providing advice in connection with this document or any matter referred to herein.

This announcement is for informational purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in favour of the Scheme.  Rensburg Sheppards and Investec urge Rensburg Sheppards Shareholders to read the Scheme Document 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 any jurisdiction where local laws or regulations may result in significant risk, civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Rensburg Sheppards shareholders in that jurisdiction (a "Restricted Jurisdiction") and the Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to Rensburg Sheppards Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The Offer relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. The scheme of arrangement will relate to the shares of a UK company that is a 'foreign private issuer' as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies.

Any securities to be offered pursuant to the Offer as described in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States, or of Australia, Canada or Japan. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions. It is expected that the Investec Shares to be issued in the Scheme will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the Securities Act) of Rensburg Sheppards or Investec prior to, or of Investec after, the Implementation 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.

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 10^th 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 [phone].

 

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