Posting of Scheme Document

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 Blue Form of Proxy (for the Court Meeting)	11.00 a.m. on 25 October 2011
Latest time for lodging White Form or Proxy (for the General Meeting)	11.05 a.m. on 25 October 2011
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 of, and dealings in, Evolution Shares	4.30 p.m. on 5 December 2011
Scheme Record Time	6.00 p.m. on 5 December 2011
Court hearing to sanction the Scheme (if approved by the Scheme Shareholders) and confirm the Capital Reduction	6 December 2011
Implementation Date of the Scheme (if the sanction of the Court is received)	7 December 2011
De-listing of Evolution Shares and Listing of New Investec Shares	7 December 2011
Latest date of despatch of certificates for New Investec Shares	on or by 21 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

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	[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. 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 [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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