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Investec PLC (INVP)

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Friday 10 December, 2004

Investec PLC

Carr Sheppards Crosthwaite

Investec PLC
10 December 2004

For immediate release

10th December 2004

                           INVESTEC PLC/ RENSBURG PLC                           

 PROPOSED MERGER OF RENSBURG WITH CARR SHEPPARDS CROSTHWAITE TO FORM GROUP WITH 
                      £9.6 BILLION FUNDS UNDER MANAGEMENT                       

Introduction

The Boards of Investec plc ('Investec') and Rensburg plc ('Rensburg') announce
that agreement has been reached in principle for Rensburg to merge with Carr
Sheppards Crosthwaite Limited ('Carr Sheppards Crosthwaite'), a wholly owned
subsidiary of Investec, to create a major listed wealth management business in
the United Kingdom ('UK') with pro-forma funds under management of £9.6 billion.

The proposed merger is driven by a compelling strategic fit, common vision and
complementary geographic and service strengths. The merger is expected to
generate significant cost savings and the enlarged group will be well positioned
to take advantage of revenue growth opportunities.

The merger is to be effected by Rensburg acquiring Carr Sheppards Crosthwaite,
through the issue to Investec of 38.6 million Rensburg new ordinary shares
representing 63.6 per cent of the issued share capital of the enlarged group.
The new Rensburg ordinary shares will not qualify for the final dividend in
respect of the year ended 30th November 2004 or an interim dividend in respect
of the pre-merger period. As part of the transaction, Rensburg intends to return
£10 million to its current shareholders from its existing cash resources. It is
currently envisaged that this distribution will be effected through a payment of
45 pence for each current Rensburg ordinary share following completion of the
transaction.

Trading Suspension and Approvals

The proposed transaction will be classified as a reverse takeover under the UK
Listing Rules and accordingly trading in Rensburg ordinary shares has been
suspended temporarily. This suspension is expected to be lifted on publication
of the Listing Particulars and Shareholder Circular, anticipated to occur in
February 2005. The proposed merger is a Class 2 transaction for Investec.

The transaction will be subject, inter alia, to approval by Rensburg
shareholders and to regulatory approvals.

Strategic Rationale for Rensburg

Rensburg is an established provider of investment management services to private
investors, trustees, charities and  pension funds in the UK.  The proposed
merger meets Rensburg's strategic ambition to develop its business both 
organically and through acquisition and to expand its office network in the
South of England, a traditional market for  Carr Sheppards Crosthwaite. The
combination will grow funds under management, while providing continuity for its
clients and staff.  The proposed merger creates a scale fund manager with a
robust, profitable and balanced UK  business.  
 
Strategic Rationale for Carr Sheppards Crosthwaite

The proposed merger will capitalise on Carr Sheppards Crosthwaite's core
strengths as a leading private client wealth  management business, based in the
South of England.  As part of a major listed UK-wide wealth management group,
Carr  Sheppards Crosthwaite's profile in its core markets will be substantially
expanded.

Strategic Rationale for Investec

Investec's core business strategy is to build a distinctive market leading
financial services business in each geography in which it operates. The merger
of the Carr Sheppards Crosthwaite business with Rensburg enables Investec to
participate in the consolidating UK private client wealth management sector by
creating an industry leader with geographical spread and depth. Investec expects
this transaction to create shareholder value as a result of the potential
synergies. As part of the transaction, Investec has agreed to maintain its
shareholding for a minimum period of eighteen months.

Benefits for Rensburg's Shareholders

The benefits for Rensburg's shareholders are expected to be:

•  Participation in a market-leading wealth management operation with improved 
   critical mass, complemented by Investec's long term support; 

•  Value creation through improving operational gearing by the merging and 
   streamlining of the back office functions;

•  The distribution to Rensburg's current shareholders is anticipated to be 
   45 pence per Rensburg ordinary share; and 

•  The Board of Rensburg expects the merger will be accretive to earnings per 
   share.
 
Board of the Enlarged Group 

The Board of the enlarged group will comprise:

Non-Executive Chairman

Christopher Clarke             Currently Non-Executive Chairman of Rensburg plc

Executive Directors

Mike Burns                     Chief Executive, currently Chief Executive of 
                               Rensburg plc 

Steve Elliott                  Managing Director, currently Chief Executive of 
                               Carr Sheppards Crosthwaite Limited

Jonathan Wragg                 Finance Director, currently Finance Director of 
                               Rensburg plc

Nick Lane Fox                  Executive Director, currently Executive Director 
                               of Rensburg plc

Ian Maxwell Scott              Executive Director, currently Executive Director 
                               of Carr Sheppards Crosthwaite Limited

Nick Bagshawe                  Executive Director, currently Executive Director 
                               of Carr Sheppards Crosthwaite Limited

Non-Executive Directors      

Andrew Tyrie                   Senior Independent Non-Executive Director, 
                               currently Senior Independent Non-Executive 

Director of Rensburg plc

Three Non-Executive Directors to be appointed by Investec.
 
Branding 

Carr Sheppards Crosthwaite and Rensburg are well established brands in the
wealth management industry and will continue to operate separately during a
transitional period. The proposed management team for the enlarged group is
already working together to agree a branding strategy for the enlarged group
prior to the publication of the Listing Particulars and Shareholder Circular.
 
Remuneration Structure  

It is expected that following completion, but no later than 30th November 2005,
the proposed Board of the enlarged  group in conjunction with the Remuneration
Committee will implement revised long term incentive plans for senior 
management and employees across the enlarged group.  These arrangements will
strive to adhere to best practice for  listed companies.

Investec will undertake to distribute a portion of its Rensburg consideration
shares to senior Carr Sheppards  Crosthwaite employees, which will take the form
of restricted stock. 
 
Overview of Rensburg

Rensburg is an investment management business with funds under management of
£3.9 billion as at 31st May 2004 of which  £1.9 billion related to fee paying
clients, £1.6 billion to managed clients and £0.4 billion to Rensburg Fund 
Management Limited.

Rensburg has offices in London, Liverpool, Leeds, Sheffield, Manchester, Glasgow
and Belfast.  From these offices,  Rensburg offers a full range of financial
services to private and corporate clients, including investment management  and
financial planning.

For the year ended 30th November 2003, Rensburg had profit before tax from
continuing operations (before exceptional  items, amortisation and interest on
capital) of £5.5 million and net assets as at 30th November 2003 of £41.9
million.   For the six months ended 31st May 2004, Rensburg had profit before
tax (before exceptional items, amortisation and  interest on capital) of £3.5
million and net assets as at 31st May 2004 of £43.0 million.
 
Overview of Carr Sheppards Crosthwaite

Carr Sheppards Crosthwaite is one of the larger private client stockbrokers and
investment managers in the UK with offices in London, Farnham, Reigate,
Cheltenham and Worcester. At 30th September 2004, Carr Sheppards Crosthwaite
managed some £5.7 billion of assets on behalf of private clients, corporates,
trusts and charities with 63% of these funds being managed on a discretionary
basis.

For the year ended 31st March 2004, Carr Sheppards Crosthwaite had pro forma
profit before tax (before exceptional  items, amortisation and interest on
capital) of £10.9 million and net assets as at 31st March 2004 of £15.7 million.
For the six months ended 30th September 2004, Carr Sheppards Crosthwaite had
pro forma profit before tax (before  exceptional items, amortisation and
interest on capital) of £5.7 million and net assets as at 30th September 2004 of
£18.7 million.  Derivation of the pro forma information is set out in the notes
to the editors.
 
Conditions

The proposed transaction is subject, inter alia, to the following conditions:

•    Signing of a binding sale and purchase contract and associated transaction 
     agreements between Rensburg, Carr Sheppards Crosthwaite and Investec for 
     the acquisition of Carr Sheppards Crosthwaite;
•    Signing of a binding agreement between the enlarged group and Investec 
     regulating their ongoing relationship following completion;
•    Approval from the Financial Services Authority and other regulatory 
     authorities;
•    The agreement of The Panel on Takeovers and Mergers to a waiver under 
     Rule 9 of the City Code (under the 'whitewash' procedure);
•    Completion of satisfactory due diligence on Carr Sheppards Crosthwaite and 
     due diligence on Rensburg;
•    Rensburg shareholders passing the necessary resolutions for the approval 
     and implementation of the proposed merger at an Extraordinary General 
     Meeting to be convened in due course; and 
•    Admission to trading on the Official List on the London Stock Exchange of 
     the issued share capital of the enlarged Rensburg group.
 
Commenting on the proposed merger Mike Burns, Chief Executive of Rensburg, said today:

'This is a unique opportunity to create one of the leading private client wealth
management groups, extending our  franchise throughout the UK.  The clear
financial and commercial benefits for all our stakeholders are supported by a 
strong strategic fit, common vision and shared culture.  I am confident that the
enlarged group will be well positioned  to enhance the interests of our
shareholders, clients and staff.'

Stephen Koseff, Chief Executive of Investec, commented:

'The merger of Rensburg and Carr Sheppards Crosthwaite represents a significant
step in the development of the Investec  group in the UK.  It transforms our
private client business and creates a strong listed platform for future growth. 
Investec is fully committed to the continued growth of the group going forward.'

Bernard Kantor, Managing Director of Investec, commented:

'We recognise the quality of Rensburg's business and its people.  This
transaction makes us one of the most significant  listed businesses in the
sector.  In doing so it provides assurance to our clients of the maintenance of
the highest  service standards in the sector.'

Rensburg is being advised by Fenchurch Advisory Partners.  Investec is being
advised by Goldman Sachs and Putnam Lovell  NBF.  Numis is sponsor and corporate
broker to Rensburg.
 
Enquiries:
Rensburg plc +44 151 227 2030           Investec plc                            
Michael Burns                           Bernard Kantor         +44 20 7597 4000         
                                        Ursula Munitich        +27 11 286 7070         

                                        Carr Sheppards                          
                                        Crosthwaite Limited    +44 20 7597 1234    
                                        Steve Elliott                           

Fenchurch Advisory   +44 20 7961 0740   Goldman Sachs          +44 20 7774 1000          
Partners                                Luigi Rizzo                             
Malik Karim                             Jonathan Sorrell                        
Graham Marchant                        

Numis                +44 20 7776 1500   Putnam Lovell NBF      +44 20 7478 1600      
Christopher Wilkinson                   Kevin Pakenham                          
Simon Law                               Nirav Hathi                             
                                                                       
gcg hudson sandler   +44 20 7796 4133   Citigate Dewe          +44 20 7638 9571          
Nick Lyon                               Rogerson                                
                                        Simon Rigby                             
 

Fenchurch Advisory Partners Limited ('Fenchurch Advisory Partners'), which is
authorised and regulated by the Financial  Services Authority in the UK, is
acting for Rensburg and no one else in connection with the transaction and will
not be  responsible to any person other than Rensburg for providing the
protections afforded to the clients of Fenchurch  Advisory Partners nor for
providing advice in relation to the transaction. 

Goldman Sachs International ('Goldman Sachs'), which is authorised and regulated
by the Financial Services Authority in  the UK, is acting for Investec and no
one else in connection with the transaction and will not be responsible to any 
person other than Investec for providing the protections afforded to the clients
of Goldman Sachs nor for providing  advice in relation to the transaction.

Putnam Lovell NBF Securities Inc ('Putnam Lovell NBF'), which is authorised and
regulated by the Financial Services  Authority in the UK, is acting for Investec
and no one else in connection with the transaction and will not be  responsible
to any person other than Investec for providing the protections afforded to the
clients of Putnam Lovell  NBF nor for providing advice in relation to the
transaction.

Numis Securities Limited ('Numis'), which is authorised and regulated by the
Financial Services Authority in the UK, is  acting for Rensburg and no one else
in connection with the transaction and will not be responsible to any person
other  than Rensburg for providing the protections afforded to the clients of
Numis nor for providing advice in relation to  the transaction.
 
Notes to editors
 
Information on Rensburg 

Overview of Rensburg

Rensburg is an investment management business with funds under management of
£3.9 billion as at 31st May 2004 of which  £1.9 billion related to fee paying
clients, £1.6 billion to managed clients and £0.4 billion to Rensburg Fund 
Management Limited.

Rensburg has offices in London, Liverpool, Leeds, Sheffield, Manchester, Glasgow
and Belfast.  From these offices,  Rensburg offers a full range of financial
services to private and corporate clients, including investment management  and
financial planning.

For the year ended 30th November 2003, Rensburg had profit before tax from
continuing operations (before exceptional  items, amortisation and interest on
capital) of £5.5 million and net assets as at 30th November 2003 of £41.9
million.   For the six months ended 31st May 2004, Rensburg had profit before
tax (before exceptional items, amortisation and  interest on capital) of £3.5
million and net assets as at 31st May 2004 of £43.0 million.
 
Overview of Carr Sheppards Crosthwaite

Carr Sheppards Crosthwaite is the result of the successful mergers of WI Carr
(Investments) Limited and Sheppards  Limited in 1993 and the subsequent merger
of Carr Sheppards Limited and Henderson Crosthwaite Limited in 1999. The  latter
followed the acquisition of Henderson Crosthwaite Limited's immediate parent -
Guinness Mahon - by Carr  Sheppards Crosthwaite's parent - Investec Group
Limited - in 1998.

Carr Sheppards Crosthwaite is one of the larger private client stockbrokers and
investment managers in the UK with offices in London, Farnham, Reigate,
Cheltenham and Worcester. At 30th September 2004, Carr Sheppards Crosthwaite
managed some £5.7 billion of assets on behalf of private clients, corporates,
trusts and charities with 63% of these funds being managed on a discretionary
basis.

For the year ended 31st March 2004, Carr Sheppards Crosthwaite had pro forma
profit before tax (before exceptional  items, amortisation and interest on
capital) of £10.9 million and net assets as at 31st March 2004 of £15.7 million.
For the six months ended 30th September 2004, Carr Sheppards Crosthwaite had
pro forma profit before tax (before  exceptional items, amortisation and
interest on capital) of £5.7 million and net assets as at 30th September 2004 of
£18.7 million.

The financial information in respect of Carr Sheppards Crosthwaite set out above
has been extracted from the consolidation schedules used to prepare the audited
consolidated accounts of Investec for the year ended 31st March 2004 and the
unaudited consolidated interim financial statements of Investec for the six
months ended 30th September 2004 adjusted for the following:

•   Exclusion of costs of £1.5 million (year ended 31st March 2004: £3.5m) 
    relating to current remuneration and incentive practices which will be 
    discontinued;

•   Exclusion of costs of £0.5m (year ended 31st March 2004: £1.1m) charged to 
    Carr Sheppards Crosthwaite through being part of the Investec group which 
    will no longer be incurred by Carr Sheppards Crosthwaite; 

•   Exclusion of income and expenditure related to businesses being disposed of 
    (revenue of £1.0m (year ended 31st March 2004: £2.2m) and loss before 
    interest and tax of £0.1m (year ended 31st March 2004: profit of £0.1m); 
    and

•   A calculation of interest earned on the firm's capital of £0.3m (year ended 
    31st March 2004: £0.6m) has been excluded from both revenue and profit 
    before exceptional items, amortisation of goodwill, interest on capital 
    and taxation.
 
Information on Investec 

Investec is an international specialist banking group that provides a diverse
range of financial products and services  to a niche client base in three
principal geographies namely, UK, Australia and South Africa.  Its operations
focus on  four key areas: Private Client Activities, Treasury and Specialised
Finance, Investment Banking and Asset Management. 

In July 2002 Investec implemented a dual listed companies structure with primary 
listings on the London and  Johannesburg Stock Exchanges.  Investec's current 
market capitalisation is approximately £1.8 billion.  

Investec's UK operations mirror those of its other international businesses and 
include:

•      Investec Private Bank 
•      Investec Treasury and Specialised Finance 
•      Investec Investment Banking and Securities
•      Investec Asset Management 
•      Carr Sheppards Crosthwaite (Private Client Stockbroking and Portfolio 
       Management)

For the year ended 31st March 2004, Investec had total profit before tax (before
goodwill amortisation and exceptional  items) of £132.3 million, assets of £15.3
billion and total capital resources of £1.3 billion.  For the six months  ended
30th September 2004, Investec had total profit before tax (before goodwill
amortisation and exceptional items) of  £88.7 million, assets of £16.5 billion
and total capital resources of £1.3 billion.  



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