Results of Court Meeting and

RNS Number : 8618M

Rensburg Sheppards plc

01 June 2010

 



FOR IMMEDIATE RELEASE

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 that jurisdiction

1 June 2010

Recommended Offer by Investec plc for Rensburg Sheppards plc to be effected by means of a Scheme of Arrangement

Results of Court Meeting and General Meeting

Rensburg Sheppards announces that the Scheme relating to the acquisition of the Company by Investec plc was today approved at the Court Meeting and the General Meeting Resolution was approved at the General Meeting.

Voting results

The voting results in relation to the Court Meeting and the General Meeting are summarised below.

COURT MEETING

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 96.46% by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:

	Number of Scheme Shares voted	Percentage of Scheme Shares voted (%)	Number of Scheme Shareholders who voted	Percentage of Scheme Shareholders voting (%)	Number of Scheme Shares voted as a percentage of the total number of Scheme Shares held by Scheme Shareholders entitled to vote on the resolution (%)
FOR	13,853,225	96.46%	176	95.14%	59.60%
AGAINST	507,676	3.54%	9	4.86%	2.18%

Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.

RENSBURG SHEPPARDS GENERAL MEETING

At the General Meeting, the General Meeting Resolution was duly passed on a poll vote.

The voting results for the General Meeting Resolution were as follows:

	Number of Rensburg Sheppards Shares voted	Percentage of Rensburg Sheppards Shares voted (%)
FOR	34,488,103	98.54%
AGAINST	509,496	1.46%
VOTE WITHHELD	68,598	-

Next Steps

Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the scheme document dated 26 April 2010 ("Scheme Document") including, inter alia, the sanction of the Scheme and confirmation of the Capital Reduction by the Court.  The Court Hearing to sanction the Scheme is expected to take place on 22 June 2010 and the Court Hearing to confirm the Capital Reduction is expected to take place on 24 June 2010.  It is expected that the last day for dealings in Rensburg Sheppards Shares will be 22 June 2010 and the Scheme will become effective on 25 June 2010.  If the Scheme does become effective on 25 June 2010, it is expected that the admission of the New Investec Shares to trading on the London Stock Exchange's main market for listed securities and the cancellation of the listing of the Rensburg Sheppards Shares on the Official List will take effect on 25 June 2010 or shortly thereafter.

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and confirms the associated Capital Reduction and the date on which the conditions set out in Part IV of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates changes, Rensburg Sheppards will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service.

A copy of the General Meeting Resolution will be submitted to the FSA and will shortly be available for inspection by the public during normal business hours on any weekday (except public holidays) at the FSA's Document Viewing Facility which is situated at: Financial Services Authority, 25 The North Colonnade, London E14 5HS (Tel: [phone]).

Capitalised terms used have the same meaning as set out in the Scheme Document.

Copies of this announcement will be available on the Company's website at www.rensburgsheppards.plc.uk by no later than 12 noon on 2 June 2010. You may request a hard copy of this announcement, free of charge, by contacting The Company Secretary, Rensburg Sheppards plc, Quayside House, Canal Wharf, Leeds LS11 5PU. 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.

Enquiries:

Rensburg Sheppards Christopher Clarke Steve Elliott Jonathan Wragg	[phone]
Fenchurch Advisory Partners (Financial Adviser to Rensburg Sheppards) Malik Karim Graham Marchant	[phone]
Numis Securities (Corporate Broker to Rensburg Sheppards) Chris Wilkinson Andrew Holloway	[phone]
Hudson Sandler (Public Relations Adviser to Rensburg Sheppards) Nick Lyon Michael Sandler	[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.

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.

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 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].

Overseas Jurisdictions

This announcement has been prepared in accordance with English law, the Takeover Code and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

 

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