25th Jun 2007 13:46
Kensington Group PLC25 June 2007 Company Kensington Group plcTIDM KGNHeadline Scheme document postedReleased 25 June 2007 Not for release, publication or distribution, in whole or part, in, into or fromany jurisdiction where to do so would constitute a violation of the relevantlaws of such jurisdiction. Kensington Group plc ("Kensington") Posting of Scheme Document On 30 May 2007, the combined boards of Investec plc ("Investec") and Investec Limited and the Kensington Directors announced that they had reached agreement on the terms of a recommended offer for Kensington by Investec to be implemented by means of a scheme of arrangement under section 425 of the Companies Act. Kensington is today posting a scheme document to Kensington shareholders (the"Scheme Document") inter alia convening the Court Meeting and the KensingtonExtraordinary Genera) Meeting for 9 a.m, and 9.15 a.m. respectively for 18 July2007 at the offices of Panmure Gordon & Co., Moorgate Hall, 155 Moorgate, LondonEC2M 6XB at which resolutions will be proposed to approve the Scheme. Fulldetails of the Court Meeting and the Kensington Extraordinary General Meetingand information on both Kensington and Investec are set out in the SchemeDocument. It is expected that the Scheme will become effective on 8 August 2007. The last day of dealings in Kensington Ordinary Shares is expected to be 7August 2007, following which dealings in Kensington Ordinary Shares on the mainmarket of the London Stock Exchange will be suspended. Prior to the Schemebecoming effective, applications will be made to the Financial ServicesAuthority for the listing of the Kensington Shares to be cancelled and to theLondon Stock Exchange for the Kensington Shares to cease to be admitted totrading on the Official List. Accordingly, if the Court confirms the Scheme on 7August 2007, thereby confirming the cancellation of all the existing SchemeShares, delisting will become effective on 8 August 2007. Further details of the Scheme and the terms of the Offer are contained in the Scheme Document. Expected timetable of principal events: EventPosting of Scheme Document 25 June 2007Court Meeting and EGM 18 July 2007Court hearing to Sanction the Scheme (if approved by the Scheme 7 August 2007Shareholders)Effective date of the Scheme (if the sanction of the Court is 8 August 2007received)Last date for despatch of share certificates in respect of New 22 August 2007Investec Shares and for payment of the Special Dividend Capitalised terms in this announcement have the same meanings as set out in the Scheme Document. Enquiries: Kensington +44 20 7297 7834Alison Hutchinson, Group Chief Executive Roger Blundell, Group Finance Director Rothschild (financial advisor to Kensington) +44 20 7280 5000Robert Leitao Stuart Vincent Panmure Gordon (corporate broker to Kensington) +44 20 7614 8300Tim Linacre Financial Dynamics (public relations adviser to Kensington) +44 20 7269 7229Geoffrey Pelham-Lane Charles Gorman Investec +44 20 7597 5546Stephen Koseff, Chief Executive OfficerBernard Kantor, Managing DirectorBradley Fried, Chief Executive, Investec Bank UK Citi (financial adviser to Investec) +44 20 7986 4000Christopher Williams Andrew Reiniger David Plowman Merrill Lynch (corporate broker to Investec) +44 20 7996 1000Andrew Fairclough Will Smith Citigate (public relations adviser to Investec) +44 20 7638 9571Jonathan Clare Tom Baldock N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively as financial adviser for Kensington, and no one else, in connection with the Acquisition and will not be responsible to anyone other than Kensington for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Citigroup Global Markets Limited ("Citi"), which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively as financial adviser for Investec, and no one else, in connection with the Acquisition and will not be responsible to anyone other than Investec for providing the protections afforded to clients of Citi or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Merrill Lynch International, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively as corporate broker for Investec and no one else, in connection with the Acquisition and will not be responsible to anyone other than Investec for providing the protections afforded to clients of Merrill Lynch International or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively as corporate broker for Kensington, and no one else, in connection with the Acquisition and will not be responsible to anyone other than Investec for providing the protections afforded to clients of Panmure Gordon (UK) Limited or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. The Kensington Directors accept responsibility for the information contained in this announcement and confirm that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of the Scheme Document will be submitted to the Financial Services Authority (the "FSA") on 25 June 2007 and will be available for inspection at the FSA Document Viewing Facility from 25 June 2007, which is situated at the FSA (The Financial Services Authority 25 The North Colonnade Canary Wharf London El 4 5HS Tel: 020 7066 1000). This announcement is not intended to and does not constitute an offer or invitation to purchase, sell or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to registration or qualification under the laws of such jurisdiction. Kensington Shareholders are advised to read carefully the formal documentation in relation to the Acquisition once it has been dispatched. This announcement does not constitute a prospectus or prospectus equivalent document. The Acquisition is subject to the conditions and terms set out in the Scheme Document. The Offer will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote in favour of the Scheme. The release, publication or distribution of this announcement and availability of the Offer to Kensington Shareholders who are resident in jurisdictions other than the UK may be restricted by law of such other relevant jurisdictions and therefore any persons who are subject to the laws of any jurisdiction outside the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the Panel 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 UK. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Investec