Offer Update

RNS Number : 6487R

Evolution Group PLC

08 November 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

8 November 2011

The Evolution Group Plc ("Evolution" or the "Company")

Offer Update - Irish Competition Authority Approval, Revised expected timetable

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 (the "Scheme"). A scheme document to shareholders of Evolution (the "Scheme Document"), containing further information on the Scheme, was posted on 3 October 2011. On 27 October 2011, Evolution announced that the requisite approvals from shareholders of Evolution had been obtained and that the hearing of the petition to the Court to sanction the Scheme and to confirm the related Capital Reduction was expected to take place on 6 December 2011, although this remained dependent on certain conditions to the Scheme having been satisfied by that date, including the receipt of requisite regulatory and anti-trust clearances.

Evolution announces that clearance for the Scheme has now been received from the Irish Competition Authority. The Scheme remains subject to the satisfaction of certain other conditions, including the approval of the OFT, FSA, Central Bank of Ireland and Hong Kong Securities and Futures Commission and the sanction of the Court.

A hearing date to sanction the Scheme and confirm the Capital Reduction has now been provisionally booked for 13 December 2011, given Court availability, although this is subject to all remaining conditions having been satisfied by that date. The expected timetable to the Scheme becoming effective is now as follows:-

(Note: The following dates are indicative only and are dependent on the timing of satisfaction of the remaining conditions)
Suspension of listing of, and dealings in, Evolution Shares	4.30 p.m. on 13 December 2011
Scheme Record Time	6.00 p.m. on 13 December 2011
Court hearing to sanction the Scheme and confirm the Capital Reduction	13 December 2011
Effective Date of the Scheme (if the sanction of the Court is received)	14 December 2011
De-listing of Evolution Shares and Listing of New Investec Shares	14 December 2011
Latest date of despatch of certificates for New Investec Shares	on or by 28 December 2011
Long-stop date being the date by which the Scheme must be implemented (unless otherwise agreed between Evolution and Investec)	31 March 2012

Capitalised terms in this announcement have the same meanings as set out in the Scheme Document.

Enquiries:
Evolution
Alex Snow	[phone]
Investec
Ursula Nobrega Stephen Koseff Bernard Kantor	[phone]
Credit Suisse (Financial Adviser to Evolution)
George Maddison Tom Ng Joe Hannon	[phone]
Investec Investment Banking (Financial Adviser and Joint Corporate Broker to Investec)
David Currie Christopher Baird James Ireland	[phone]
Pelham Bell Pottinger (Financial PR to Evolution)
Victoria Geoghegan	[phone]
Citigate Dewe Rogerson (Financial PR to Investec)
Tom Baldock Justin Griffiths	[phone]

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. 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.

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 the Business Day following the date of this announcement.

You may request a hard copy of this announcement, free of charge, by contacting the Company Secretary of Evolution on [phone]. 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 [phone]. 

 

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