REG - Investec PLC - Circ re.Proposed Distribution of Ninety One Shares

InvestecAnnouncement

18/03/2022 08:00

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RNS Number : 2009F  Investec PLC  18 March 2022

 INVESTEC PLC                              INVESTEC LIMITED

 (Incorporated in the England and Wales)   (Incorporated in the Republic of South Africa)

 (Registration number 3633621)             (Registration number 1925/003833/06)

 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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND CONCERNS MATTERS WHICH MAY
AFFECT THE LEGAL RIGHTS OF INVESTEC SHAREHOLDERS. IF YOU ARE IN ANY DOUBT
ABOUT THE CONTENTS OF THIS ANNOUNCEMENT OR WHAT ACTION YOU SHOULD TAKE, YOU
ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT FINANCIAL OR LEGAL ADVICE
IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR
OTHER INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UK OR,
IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED ADVISER.

 

Defined terms used but not otherwise defined in this announcement have the
meanings set out in the Circular.

 

 

UPDATE ON PROPOSED DISTRIBUTION OF NINETY ONE SHARES AND PUBLICATION OF
INVESTEC SHAREHOLDER CIRCULAR

 

 

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

 

Further to the announcements made by Investec on 18 November 2021 and 21
February 2022 relating to the proposed distribution (the "Distribution") of
15% of the shares in the Ninety One dual-listed company structure ("DLC")
comprising Ninety One plc and Ninety One Limited (together, "Ninety One") to
Investec ordinary shareholders (the "Investec Ordinary Shareholders"),
Investec today announces further details of the proposals related to the
Distribution (the "Proposals") and the publication of a shareholder circular.

 

1.    PROPOSALS FOR THE DISTRIBUTION

 

The overall effect of the Proposals is to distribute such number of the shares
Investec holds in Ninety One to the Investec Ordinary Shareholders so as to
reduce Investec's percentage holding in Ninety One to approximately 10% on a
DLC basis. This, together with certain ancillary actions, will be implemented
through a number of sequential steps as summarised below. These steps will
only be implemented if the requisite approvals, including approval by Investec
shareholders and the High Court of Justice in England and Wales (the "Court"),
are obtained.

 

The first step is the distribution of Ninety One Limited ordinary shares (the
"Ninety One Limited Shares") by Investec Investments Limited to Investec
Limited.

 

The second step involves Investec plc effecting a reduction of capital and
distribution of Ninety One plc ordinary shares (the "Ninety One plc Shares")
to Investec plc ordinary shareholders registered on Investec plc's principal
share register maintained in the United Kingdom (the "Investec plc UK Register
Shareholders") through a Court sanctioned process known as a scheme of
arrangement (the "UK Distribution"). Investec plc will not, through the UK
Distribution, distribute any Ninety One plc Shares to Investec plc Ordinary
Shareholders registered on the Investec plc South African branch register
maintained in South Africa (the "Investec plc SA Register Shareholders"), who
will instead receive Ninety One Limited Shares as part of the third step
described below.

 

The third step is the distribution in specie of all of the Ninety One Limited
Shares held by Investec Limited to Investec Limited Ordinary Shareholders and
to Investec plc SA Register Shareholders via the Investec SA DAS Share (the
"SA Distribution").

 

In order for the Proposals to be finalised, Investec shareholder approval will
be sought at a general meeting of Investec plc and a general meeting of
Investec Limited (the "General Meetings"), which will be followed by a
separate meeting of Investec plc ordinary shareholders (the "Investec plc
Ordinary Shareholders") convened pursuant to an order of the Court (the "Court
Meeting") in respect of the UK Distribution. The General Meetings will start
at 10.30 a.m. (London time) / 11.30 a.m. (Johannesburg time) and the Court
Meeting will start at 10.45 a.m. (London time) / 11.45 a.m. (Johannesburg
time) (or as soon thereafter as the General Meetings shall have concluded or
been adjourned).

 

In particular, in order to facilitate the UK Distribution, it will be
necessary to obtain the approval of the Investec plc Ordinary Shareholders at
the Court Meeting.

 

If the Proposals are so approved, 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.

 

Investec plc Ordinary Shareholders will retain their existing shareholding in
Investec plc and Investec Limited Ordinary Shareholders will retain their
existing shareholding in Investec Limited.

 

An entitlement to a fraction of a Ninety One plc Share or Ninety One Limited
Share will arise for all Investec Ordinary Shareholders. 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) (the "Distribution
Record Time"), such Investec plc Ordinary Shareholder will receive one Ninety
One plc Share, plus an entitlement to a 0.10008 fraction of a Ninety One plc
Share; (ii) an Investec plc Ordinary Shareholder on the Investec plc SA
Register holds eight Investec plc Ordinary Shares at the Distribution Record
Time, such Investec plc Ordinary Shareholder will receive one Ninety One
Limited Share, plus an entitlement to a 0.10008 fraction of a Ninety One
Limited Share; and (iii) an Investec Limited Ordinary Shareholder holds eight
Investec Limited Ordinary Shares at the Distribution Record Time, such
Investec Limited Ordinary Shareholder will receive one Ninety One Limited
Share, plus an entitlement to a 0.10008 fraction of a Ninety One Limited
Share.

 

Where fractional entitlements to Ninety One Shares arise on the Distribution,
the relevant Investec Ordinary Shareholder will instead be entitled to receive
a cash amount as more fully described below:

 

Fractional entitlements in respect of the UK Distribution

No entitlements to a fraction of a Ninety One plc Share shall be transferred
to an Investec plc UK Register Shareholder. The aggregated number of Ninety
One plc Shares to which Investec plc UK Register Shareholders are entitled
will first be rounded down to the nearest whole number of Ninety One plc
Shares, resulting in allocations of whole numbers of Ninety One plc Shares,
and the aggregated excess fractions of Ninety One plc Shares to which such
Investec plc UK Register Shareholders would otherwise be entitled to will not
be transferred to them but will instead be sold in the market, and the
relevant Investec plc UK Register Shareholder will be entitled to receive a
cash payment equivalent to the fraction to which they otherwise would have
been entitled.

 

Fractional entitlements in respect of the SA Distribution

No entitlements to a fraction of a Ninety One Limited Share shall be
transferred to an Investec Ordinary Shareholder or an Investec plc SA Register
Shareholder (collectively, the "SA Distribution Shareholders"). The aggregated
number of Ninety One Limited Shares to which SA Distribution Shareholders are
entitled will first be rounded down to the nearest whole number of Ninety One
Limited Shares, resulting in allocations of whole numbers of Ninety One
Limited Shares and the aggregated excess fractions of Ninety One Limited
Shares to which such SA Distribution Shareholders would otherwise be entitled,
will not be transferred to them but will instead be sold in the market, and
the relevant SA Distribution Shareholder will be entitled to receive a cash
payment in respect of the fraction to which they otherwise would have been
entitled.

If Investec Ordinary Shareholders sell or otherwise transfer their Investec
plc Ordinary Shares or Investec Limited Ordinary Shares before the last day to
trade in order to appear in the relevant Investec Register at the Distribution
Record Time, they will not receive any Ninety One plc Shares or Ninety One
Limited Shares (as applicable).

 

2.    RATIONALE

 

As set out in the announcement on 21 February 2022, given Investec's strong
capital generation and capital optimisation strategy, Investec intends to
distribute a 15% holding in Ninety One to shareholders whilst retaining an
approximate 10% interest. Investec has considered a number of different ways
of effecting the Distribution. For capital optimisation reasons, it is
beneficial for the retained 10% shareholding in Ninety One to be held by
Investec plc.

 

On this basis, and given the number of Ninety One Shares held by each of
Investec plc and Investec Limited, together with the complexities involved in
transferring such shares between the two entities, Investec has reached the
conclusion that under the Proposals Investec plc SA Register Shareholders
should receive Ninety One Limited Shares from Investec Limited, rather than
Ninety One plc Shares from Investec plc.

 

3.    PUBLICATION OF INVESTEC SHAREHOLDER CIRCULAR AND NOTICE OF GENERAL
MEETINGS AND COURT MEETING

 

Investec is pleased to announce that, following receipt of approval from the
JSE, the circular to Investec Ordinary Shareholders and Investec Preference
Shareholders in connection with the Distribution (the "Circular") has been
published. An electronic version of the Circular is available for inspection,
subject to applicable securities laws, at www.investec.com. A copy of the
Circular will also be submitted to the National Storage Mechanism, where it
will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Notices of the General Meetings and the Court Meeting, each of which is to be
held on Thursday, 28 April 2022, are set out in the Circular. The General
Meetings will start at 10.30 a.m. (London time) / 11.30 a.m. (Johannesburg
time) and the Court Meeting will start at 10.45 a.m. (London time) / 11.45
a.m. (Johannesburg time) (or as soon thereafter as the General Meetings shall
have concluded or been adjourned). The Investec plc General Meeting and the
Court Meeting will be held at 30 Gresham Street, London EC2V 7QP, UK and the
Investec Limited General Meeting will be held at 100 Grayston Drive, Sandown,
Sandton 2196, Republic of South Africa.

 

Investec is providing a virtual meeting platform to enable Investec
shareholders to participate in the General Meetings and Court Meeting, and
Investec encourages Investec shareholders to consider making use of this
facility. The guide for Investec plc Shareholders for electronic participation
in the Investec plc General Meeting and the Court Meeting can be found in Part
XIV of the Circular. The guide for Investec Limited Shareholders for
electronic participation in the Investec Limited General Meeting can be found
in Part XII of the Circular, and the instructions for joining the Investec
Limited General Meeting electronically can be found in Part XIV of the
Circular.

 

4.    EXPECTED TIMETABLE OF PRINCIPAL

 

 Event                                                                              Time (London time/Johannesburg time) and/or date
 Last day to trade on the Investec plc SA Register for Investec plc Ordinary
 Shareholders that hold Investec plc Ordinary Shares through a CSDP in order to

 participate in the Investec plc General Meeting

                                                                                    Thursday, 21 April 2022
 Last day to trade on the Investec Limited SA Register for Investec Limited
 Shareholders to participate in the Investec Limited General Meeting

                                                                                    Thursday, 21 April 2022
 Latest time and date for receipt of blue and pink Forms of Proxy for the           10.30 a.m. (London time)/11.30 a.m. (Johannesburg time) on Tuesday, 26 April
 Investec plc General Meeting(1)                                                    2022
 Latest time and date for receipt of green and yellow Forms of Proxy for the        10.30 a.m. (London time)/11.30 a.m. (Johannesburg time) on Tuesday, 26 April
 Investec Limited General Meeting(2)                                                2022
 Latest time and date for appointing a proxy for the Investec plc General           10.30 a.m. (London time)/11.30 a.m. (Johannesburg time) on Tuesday, 26 April
 Meeting by way of CREST Proxy Instruction                                          2022
 Latest time and date for receipt of white Forms of Proxy for the Court             10.45 a.m. (London time)/11.45 a.m. (Johannesburg time) on Tuesday, 26 April
 Meeting(3)                                                                         2022
 Latest time and date for appointing a proxy for the Court Meeting by way of        10.45 a.m. (London time)/11.45 a.m. (Johannesburg time) on Tuesday, 26 April
 CREST Proxy Instruction                                                            2022
 UK Voting Record Time for Investec plc Shareholders in respect of the Investec     6.30 p.m. (London time)/7.30 p.m. (Johannesburg time) on Tuesday, 26 April
 plc General Meeting and the Court Meeting                                          2022
 SA Voting Record Time for Investec Limited Shareholders in respect of the          6.30 p.m. (London time)/7.30 p.m. (Johannesburg time) on Tuesday, 26 April
 Investec Limited General Meeting                                                   2022
 General Meetings                                                                   10.30 a.m. (London time)/11.30 a.m. (Johannesburg time) Thursday, 28 April
                                                                                    2022
 Court Meeting                                                                      10.45 a.m. (London time)/11.45 a.m. (Johannesburg time) Thursday, 28 April
                                                                                    2022(4)
 Scheme Court Hearing to sanction the Scheme and confirm the Investec plc
 reduction of capital required to effect the UK Distribution

                                                                                    Thursday, 19 May 2022
 Announcement expected to be released on SENS and RNS regarding finalisation

                                                                                    As soon as possible after 8.00 a.m. (London time)/

9.00 a.m. (Johannesburg time) on Friday, 20 May 2022
 Last date for transfers between the Investec plc Registers by Investec plc
 Ordinary Shareholders prior to the UK Distribution Effective Time

                                                                                    Tuesday, 24 May 2022
 Last date for transfers between the Investec Limited Registers by Investec
 Limited Ordinary Shareholders prior to the SA Distribution Effective Time

                                                                                    Tuesday, 24 May 2022
 Last day to trade on the Investec plc SA Register for Investec plc Ordinary
 Shareholders that hold Investec plc Ordinary Shares through a CSDP in order to

 participate in the UK Distribution(5)

                                                                                    Wednesday, 25 May 2022
 Last day to trade on the Investec Limited SA Register for Investec Limited
 Ordinary Shareholders that hold Investec Limited Ordinary Shares through a

 CSDP in order to participate in the SA Distribution(6)

                                                                                    Wednesday, 25 May 2022
 Investec plc Ordinary Shares on the Investec plc SA                                Thursday, 26 May 2022

 Register trade "ex" entitlement on the Investec plc SA

 Register to receive the Ninety One Limited Shares

 pursuant to the SA Distribution
 Investec Limited Ordinary Shares trade "ex" entitlement on the Investec
 Limited SA Register to receive the Ninety One Limited Shares pursuant to the

 SA Distribution(7)

                                                                                    Thursday, 26 May 2022
 SENS announcement confirming, inter alia, the cash proceeds payable in respect     By 9.00 a.m. (London time)/10.00 a.m. (Johannesburg time) on Friday, 27 May
 of fractional entitlements                                                         2022
 Record date for Johannesburg Stock Exchange settlement purposes                    Monday, 30 May 2022
 Distribution Record Time(8)                                                        6.30 p.m. (London time)/7.30 p.m. (Johannesburg time) on Monday, 30 May 2022
 UK Distribution Effective Time                                                     7.00 p.m. (London time)/8.00 p.m. (Johannesburg time) on Monday, 30 May 2022
 SA Distribution Effective Time                                                     7.00 p.m. (London time)/8.00 p.m. (Johannesburg time) on Monday, 30 May 2022
 Crediting of Ninety One plc Shares to CREST accounts                               As soon as possible after 8.00 a.m. (London time)/

9.00 a.m. (Johannesburg time) on Tuesday, 31 May 2022
 Crediting of Ninety One Limited Shares and fractional entitlement payments to      As soon as possible after 8.00 a.m. (London time)/
 CSDP or broker accounts in the Strate System
9.00 a.m. (Johannesburg time) on Tuesday, 31 May 2022
 Transfers between the Investec plc Registers by Investec plc Ordinary
 Shareholders re-opened

                                                                                    Wednesday, 1 June 2022
 Transfers between the Investec Limited Registers by Investec Limited Ordinary
 Shareholders re-opened

                                                                                    Wednesday, 1 June 2022
 Crediting fractional entitlement payments to CREST accounts                        Wednesday, 1 June 2022
 Despatch of cheques (where applicable) or electronic transfer in respect of        As soon as practicable after Wednesday, 1 June 2022
 fractional entitlements for shareholders without a CSDP or broker account
 Despatch of share certificates for certificated Ninety One Shares                  As soon as practicable after Wednesday, 1 June 2022

 

Comments to salient dates:

·      The expected dates and times listed above may be subject to
change.

·      The expected timetable of principal events has been approved by
the Johannesburg Stock Exchange. The expected dates and times listed in the
expected timetable of principal events may be subject to change.

·      The General Meetings and the Court Meeting will be held at 10.30
a.m. (London time)/11.30 a.m. (Johannesburg time) and 10.45 a.m.(9) (London
time)/11.45 a.m. (Johannesburg time), respectively, on Thursday, 28 April
2022.The Investec plc General Meeting and the Court Meeting will be held at 30
Gresham Street, London, EC2V 7QP, United Kingdom and the Investec Limited
General Meeting will be held at 100 Grayston Drive, Sandown, Sandton, 2196,
Republic of South Africa.

 

Notes to the salient dates:

1.    The blue and pink Forms of Proxy may be handed to the Chair of the
Investec plc General Meeting or the UK Registrar at any time before the proxy
exercises any rights of the shareholder at the meeting.

2.    The green and yellow Forms of Proxy may be handed to the Chair of the
Investec Limited General Meeting or the SA Registrar at any time before the
proxy exercises any rights of the shareholder at the meeting.

3.    The white Form of Proxy may be handed to the Chair of the Court
Meeting or the UK Registrar at the commencement of the meeting.

4.    Court Meeting to commence at 10.45 a.m. (London time)/ 11.45 a.m.
(Johannesburg time) or, if later, immediately after the conclusion or
adjournment of the General Meetings.

5.    Investec plc Ordinary Shareholders should anticipate their holdings
of Investec plc Shares at the Distribution Record Time by taking into account
all unsettled trades concluded on or before the last day to trade which are
due to be settled on or before the record date for Johannesburg Stock Exchange
settlement purposes.

6.    Investec Limited Ordinary Shareholders should anticipate their
holdings of Investec Limited Shares at the Distribution Record Time by taking
into account all unsettled trades concluded on or before the last day to trade
which are due to be settled on or before the record date for Johannesburg
Stock Exchange settlement purposes.

7.    Share certificates may not be Dematerialised into Uncertificated Form
or rematerialised into Certificated Form between Thursday, 26 May 2022 and
Monday, 30 May 2022, both days inclusive

8.    The time by which an Investec Ordinary Shareholder must appear in the
relevant Investec Register in order to be entitled to receive any Ninety One
plc Shares or Ninety One Limited Shares pursuant to the UK Distribution or the
SA Distribution (in each case, as applicable), being the same date as the
record date for JSE settlement purposes.

9.    Court Meeting to commence at 10.45 a.m. (London time) / 11.45 a.m.
(Johannesburg time) or, if later, immediately after the conclusion or
adjournment of the General Meetings.

 

5.    IMPACT ON INVESTEC SHAREHOLDERS

 

Under the Proposals, Investec Shareholders will be treated equally, regardless
of whether they hold shares in Investec plc or Investec Limited.

 

Following the implementation of the Proposals, the Investec Ordinary
Shareholders will:

 

·      retain their shareholdings in Investec plc and/or Investec
Limited, as applicable, and receive 0.13751 Ninety One plc Shares for each
Investec plc Ordinary Share held on the Investec plc UK Register, 0.13751
Ninety One Limited Shares for each Investec plc Ordinary Share held on the
Investec plc SA Register and/or 0.13751 Ninety One Limited Shares for each
Investec Limited Ordinary Share held; and

·      receive any dividends from Ninety One and Investec on a
go-forward basis.

 

Each Investec Ordinary Shareholder who does not, prior to the implementation
of the Proposals, hold an interest in Ninety One Shares should contact Ninety
One's registrars to register as a new shareholder following the implementation
of the Proposals.

 

Further information in relation to tax is contained in Part VII of the
Circular, which provides a general description of certain tax consequences of
the Proposals relevant to Investec Ordinary Shareholders who are resident for
tax purposes in the UK, the United States, South Africa, Namibia or Botswana.

 

Investec has sought a ruling from the South African Revenue Service as to
whether the distribution in specie of the Ninety One Limited Shares by
Investec Limited to the Investec Limited Ordinary Shareholders and the
Investec plc Ordinary Shareholders on the Investec plc SA Register constitutes
an "unbundling transaction" as defined in section 46 of the South African
Income Tax Act.

 

As at the date of this announcement, the ruling application is still in
progress. Investec Ordinary Shareholders and Investec Preference Shareholders
should consider the tax implications of both Scenario 1 and Scenario 2 (as set
out in Part VII of the Circular) before making any decision on how to vote on
the proposed resolutions at the General Meetings or, in the case of the
Investec plc Ordinary Shareholders, how to vote on the Scheme at the Court
Meeting.

 

6.    CONDITIONS TO THE PROPOSALS

 

The Distribution is conditional upon the following conditions having been
satisfied:

 

(a)       the Scheme having been approved by a majority in number of
those Investec plc Ordinary Shareholders who are present and vote, either in
person or by proxy, at the Court Meeting and who represent 75% or more in
value of the Investec plc Ordinary Shares voted by such Shareholders;

(b)       the SA Distribution Resolution and the Investec DAT Deeds
Amendments Resolution, as set out in the Notices of General Meeting, having
been passed by the requisite majority of Investec Ordinary Shareholders at the
General Meetings;

(c)       the UK Distribution Resolution, as set out in the Notices of
General Meeting, having been passed by the requisite majority of Investec
Ordinary Shareholders and Investec Preference Shareholders at the General
Meetings;

(e)       the Scheme having been sanctioned by the Court and the
reduction of capital required to effect the UK Distribution having been
confirmed by the Court;

(f)        a copy of the Scheme Court Order having been delivered to
the Registrar of Companies; and

(g)       a resolution having been approved by the requisite majority of
the board of directors of Investec Investments and Investec Limited
authorising the distribution of the relevant Ninety One Limited Shares to give
effect to the SA Distribution in accordance with the provisions of the South
African Companies Act.

 

The Directors will not take the necessary steps to implement the Scheme and
the Distribution unless and until the above conditions have been or will be
satisfied and, at the relevant time, the Directors consider that it continues
to be in the best interests of the Investec Shareholders that the Scheme and
the Distribution be implemented.

 

7.    BACKGROUND TO NINETY ONE

 

Ninety One is an independent investment manager, founded in South Africa in
1991. It now operates and invests globally and offers a range of active
strategies to its global client base. Ninety One is listed on the London and
Johannesburg Stock Exchanges. Additional information on Ninety One can be
found on Ninety One's website: https://ninetyone.com/ (https://ninetyone.com/)

 

8.    CLASSIFICATION OF THE PROPOSALS

 

The Distribution constitutes a category 2 disposal in terms of the JSE Limited
Listings Requirements. The Distribution constitutes a class 2 transaction for
the purposes of the Listing Rules of the Financial Conduct Authority. As at

30 September 2021, the gross asset value attributable to the Ninety One
Shares, the subject of the proposed Distribution, was £369.331million and the
profits attributable to such Ninety One Shares were £22.824million.

 

18 March 2022

 

Financial Advisor and Transaction Sponsor

Investec Bank Limited

 

Legal Advisors

ENSafrica and Linklaters LLP

 

Namibia Sponsor

Old Mutual Investment Services (Namibia) (Pty) Ltd

 

Botswana Sponsor

Motswedi Securities (Pty) Ltd

 

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 will advise 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 are entitled to attend in person or through counsel
to support or oppose the sanctioning of the Scheme and with respect to which
notification has been given to all Investec plc Shareholders.

 

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