REG - Investec PLC - Cash Proceeds of Fractional Entitlements

InvestecAnnouncement

27/05/2022 10:15

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RNS Number : 0825N  Investec PLC  27 May 2022

 Investec plc                         Investec Limited

 (Incorporated in England and Wales   (Incorporated in South Africa

 With registered number 3633621)      with registered number 1925/002833/06)

 LSE share code: INVP                 JSE share code: INL

 JSE share code: INP                  NSX share code: IVD

 ISIN: GB00B17BBQ50                   BSE share code: INVESTEC

 LEI: 2138007Z3U5GWDN3MY22            ISIN: ZAE000081949

                                      LEI: 213800CU7SM6O4UWOZ70

 

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 THAT JURISDICTION.

 

As part of the dual listed company structure, Investec plc and Investec
Limited (jointly "Investec") notify both the London Stock Exchange (the "LSE")
and the Johannesburg Stock Exchange (the "JSE") of matters which are required
to be disclosed under the Disclosure Guidance and Transparency Rules and the
Listing Rules of the Financial Conduct Authority and/or the JSE Listings
Requirements.

 

Accordingly, we advise of the following:

 

INVESTEC PLC AND INVESTEC LIMITED

 

 

CASH PROCEEDS IN RESPECT OF THE FRACTIONAL ENTITLEMENTS

 

 

Defined terms used but not otherwise defined in this announcement have the
meanings set out in the shareholder circular published by Investec on 18 March
2022 (the "Circular").

 

1.          INTRODUCTION

 

Shareholders are referred to the update announcement released on 20 May 2022
("Update Announcement") wherein it was confirmed that the Scheme was
sanctioned by the Court and the reduction of capital required to effect the UK
Distribution was confirmed by the Court. The Distribution remains subject to
one condition being a copy of the Scheme Court Order having been delivered to
the Registrar of Companies, which is expected to occur on 30 May 2022.

 

The expected timetable of principal events as outlined in the Update
Announcement remains unchanged.

 

2.          CASH PROCEEDS OF FRACTIONAL ENTITLEMENTS

 

As outlined in the Circular, Shareholders will receive a cash payment
equivalent to the fraction of a Ninety One Share to which they otherwise would
have been entitled. The cash payment due to Investec Ordinary Shareholders
shall be determined with reference to:

·      the volume-weighted average price ("VWAP") in Rand of the Ninety
One Limited Shares traded on the Johannesburg Stock Exchange on Thursday, 26
May 2022, less 10% of such volume-weighted average price (the "Cash Amount"),
in respect of the SA Distribution.

 

·      the Cash Amount, as converted into Sterling using the
Rand:Sterling spot rate given on the Bank of England website on Thursday, 26
May 2022, in respect of the UK Distribution.

 

Shareholders are advised that the calculation of the cash proceeds due to
Shareholders in respect of any fractional entitlement will be as follows:

 

Investec plc Ordinary Shareholders on the Investec plc UK Register will
receive 0.13751 Ninety One plc Shares for each Investec plc Ordinary Share
that they hold, Investec plc Ordinary Shareholders on the Investec plc SA
Register will receive 0.13751 Ninety One Limited Shares for each Investec plc
Ordinary Share that they hold and Investec Limited Ordinary Shareholders will
receive 0.13751 Ninety One Limited Shares for each Investec Limited Ordinary
Share that they hold.

 

                                        VWAP price  Fractional entitlement per share (VWAP less 10%)
 Ninety One Limited Shares (ZAR cents)  4416.92970  3975.23673
 Converted to Sterling (GBP pence)      223.60012   201.24011

 

Bank of England Daily Spot Rate: £19.7537

 

For example, if:

 

(i)            an Investec plc Ordinary Shareholder on the Investec
plc UK Register holds eight Investec plc Ordinary Shares at the Distribution
Record Time (expected to be 6.30 p.m. (London time) on Monday, 30 May 2022),
such Investec plc Ordinary Shareholder will receive one Ninety One plc Share,
plus the cash proceed of 20.14011 GBP pence in respect of the fractional
entitlement;

 

(ii)           an Investec plc Ordinary Shareholder on the Investec
plc SA Register holds eight Investec plc Ordinary Shares at the Distribution
Record Time (expected to be 6.30 p.m. (London time) on Monday, 30 May 2022),
such Investec plc Ordinary Shareholder will receive one Ninety One Limited
Share, plus the cash proceed of 397.84169 ZAR cents in respect of the
fractional entitlement; and

 

(iii)          an Investec Limited Ordinary Shareholder holds eight
Investec Limited Ordinary Shares at the Distribution Record Time (expected to
be 6.30 p.m. (London time) on Monday, 30 May 2022), such Investec Limited
Ordinary Shareholder will receive one Ninety One Limited Share, plus the cash
proceed of 397.84169 ZAR cents in respect of the fractional entitlement).

 

3.          TAXATION

 

The Cash Amount is not subject to Dividend Withholding Tax. Investec
Shareholders are referred to the PART VII of the Circular, which sets out the
tax implications of the Scheme.

 

The base cost apportionment  ratio, pursuant to the unbundling  transaction,
will be announced to shareholders as soon as possible after Record Date (30
May 2022).

 

4.          OVERSEAS SHAREHOLDERS

 

If, in respect of any Overseas Shareholder, Investec is advised that the
distribution of Ninety One Shares would or may infringe the laws of any
jurisdiction outside the UK or South Africa, or would or may require Investec
to comply with any governmental or other consent or any registration, filing
or other formality with which Investec is unable to comply or compliance with
which Investec regards as unduly onerous, the Scheme and the Investec Limited
MOI allow Investec to elect that the Ninety One Shares to which such Overseas
Shareholder would otherwise be entitled shall be sold with the net proceeds of
sale being remitted to such Overseas Shareholder.

 

 

Johannesburg and London

Date: 27 May 2022

 

Financial Advisor and Transaction sponsor

Investec Bank Limited

 

Legal/ Tax advisors

ENS Africa and Linklaters LLP

 

Enquiries:

Mr David Miller

Investec plc

Company Secretary

Tel: + 44 (0)20 7597 4000

 

FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements with respect to certain
of Investec plc's and Investec Limited's plans and expectations relating to
the Distribution. By their nature, all forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances which
are beyond Investec plc's and Investec Limited's control. These
forward-looking statements speak only as of the date on which they are made.
Investec plc and Investec Limited expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement or any other
forward-looking statements they may make.

 

IMPORTANT INFORMATION

The Ninety One shares to be distributed in connection with the Proposals have
not been, and will not be, registered under the US Securities Act or the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, exercised, transferred or delivered, directly or
indirectly, in or into the United States at any time except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and applicable state and other
securities laws of the United States. The Ninety One plc Shares to be
distributed in connection with the Scheme will be distributed in reliance upon
the exemption from the registration requirements of the US Securities Act
provided by section 3(a (10) thereunder.

 

For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act pursuant to section 3(a) (10)
thereunder, Investec has advised the Court through counsel that its
sanctioning of the Scheme will be relied upon by Investec as an approval of
the Scheme following a hearing on its fairness to Investec shareholders, at
which hearing all Investec plc Shareholders were entitled to attend in person
or through counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification had been given to all Investec plc Shareholders.

 

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