Results of Court Meeting and General Meeting

RNS Number : 9741Q

Evolution Group PLC

27 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

27 October 2011

The Evolution Group PLC ("Evolution") - Results of Court Meeting and General Meeting

The Board of Evolution is pleased to announce that at the Court Meeting held earlier today, Evolution Shareholders voted by the requisite majority to approve the Scheme to implement the recommended acquisition of Evolution by Investec plc. In addition, the special resolution proposed at the subsequent General Meeting was duly passed.

Upon the Scheme becoming effective, Evolution Shareholders will receive 0.23124 new Investec Shares for each existing Evolution Share. Fractions of new Investec Shares will be rounded down to the nearest whole number.

Court Meeting

At the Court Meeting, valid proxy votes were received from 616 Scheme Shareholders, holding Scheme Shares representing 59.42 per cent. of the total number of votes capable of being cast. A poll was conducted on the proposed resolution and the results are detailed below:

	Number of Scheme Shareholders who voted	Percentage of Scheme Shareholders who voted	Number of Scheme Shares voted	Percentage of Scheme Shares voted	Percentage of issued share capital
For	560	90.47	137,884,761	99.73	59.22
Against	59	9.53	380,152	0.27	0.16
Total	619	100.00	138,264,913	100.00	59.42

General Meeting

At the General Meeting, valid proxy votes (including votes withheld) were received over a total of 130,541,464 Evolution Shares, representing 56.10 per cent. of the total number of votes capable of being cast. A poll was conducted on the proposed resolution and the results are detailed below:

	Number of Evolution Shareholders who voted	Number of Evolution Shares voted	Percentage of Evolution Shares voted
For	600	129,707,292	94.09
Against	57	371,075	0.27
Vote Withheld*	12	7,769,293	5.64
Total	669	137,847,660	100.00

* A vote withheld is not a vote in law and accordingly is not counted in the calculation of the proportion of votes for and against the special resolution.

Next Steps

The hearing of the petition to the Court to sanction the Scheme and to confirm the related Capital Reduction is expected to take place on 6 December 2011, although this is dependent on certain conditions to the Scheme having been satisfied by that date, including the receipt of requisite regulatory and anti-trust clearances.

Subject to the Court sanctioning the Scheme and the satisfaction of certain other outstanding conditions, it is expected that the last day for dealings in Evolution Shares will be 6 December 2011 and the Scheme will become effective on 7 December 2011. If the Scheme becomes effective on 7 December 2011, it is expected that the new Investec Shares to be allotted to existing Evolution Shareholders pursuant to the Scheme will be admitted to the official list of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities on the 7 December 2011 and the listing of Evolution will be cancelled on 7 December 2011.

Unless otherwise stated, all references to time in this announcement are to London time. The dates in this announcement are indicative only. These dates depend, amongst other things, on the date upon which the Court sanctions the Scheme, the date on which the Court Order is delivered to the Registrar and whether the Conditions are satisfied or, if capable of waiver, waived.  Further announcements will be made in due course.

Capitalised terms used and not otherwise defined in this announcement have the meanings ascribed to them in the document sent to shareholders of Evolution dated 3 October 2011 (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)
Justin Griffiths Toby Moore	[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 has been prepared for the purposes 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.

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, nominee and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.

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 28 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.

In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the special resolution passed at the General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do.

 

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