REG - Investec PLC - Effective date of distribution

InvestecAnnouncement

31/05/2022 08:45

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RNS Number : 3679N  Investec PLC  31 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.

 

Defined terms used but not otherwise defined in this announcement have the
meanings set out in the Scheme Circular (as defined below).

 

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

Effective Date of the Distribution of shares in Ninety One to Investec
Ordinary Shareholders

Further to the shareholder circular published by Investec on 18 March 2022
relating to the proposed Distribution of 15% of the shares in Ninety One to
Investec Ordinary Shareholders (the "Scheme Circular"), the announcement by
Investec on 28 April 2022 confirming the results of the General Meetings of
Investec and the Court Meeting of Investec plc and the announcement by
Investec on 20 May 2022 confirming that the Scheme had been sanctioned by the
Court and the reduction of the share premium account of Investec plc required
to effect the UK Distribution had been confirmed by the Court, Investec is
pleased to announce that, following the delivery of the Scheme Court Order to
the Registrar of Companies, the Distribution became effective as of 7.00 p.m.
(London time) / 8.00 p.m. (Johannesburg time) on Monday, 30 May 2022 (the
"Effective Date").

Key Settlement Dates

As set out in the Scheme Circular, Investec Ordinary Shareholders registered
on the applicable Register as at the Distribution Record Time, being 6.30 p.m.
(London time) / 7.30 p.m. (Johannesburg time) on the Effective Date, will be
entitled to receive Ninety One Shares pursuant to the Distribution.

The expected key dates for settlement are as follows:

 Manner in which Investec Ordinary Shares are held as at the Distribution        Date on which Ninety One Shares will be credited / share certificates
 Record Time                                                                     despatched
 Investec plc Ordinary Shareholders on the UK Register who hold their shares in  As soon as practicable after 8.00 a.m. (London time) / 9.00 a.m. (Johannesburg
 Uncertificated Form                                                             time) on Tuesday, 31 May 2022
 Investec plc Ordinary Shareholders on the SA Register who hold their shares
 through the Strate System
 Investec Limited Shareholders who hold their shares through the Strate System
 Investec Ordinary Shareholders who hold their Investec Ordinary Shares in       Share certificates for certificated Ninety One Shares will be despatched as
 Certificated Form                                                               soon as practicable after Wednesday, 1 June 2022

 

Cash proceeds due in respect of fractional entitlements to Ninety One Shares
will be credited to CSDP or broker accounts in the Strate System as soon as
practicable after 8.00 a.m. (London time) / 9.00 a.m. (Johannesburg time) on
Tuesday, 31 May 2022 and to CREST accounts on Wednesday, 1 June 2022. The
despatch of cheques or electronic transfers in respect of fractional
entitlements for shareholders without a CSDP or broker account will take place
as soon as practicable after Wednesday, 1 June 2022.

Johannesburg and London

Date: 31 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 may include statements that are, or may be deemed to be,
"forward-looking statements". 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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